The acquisition, which is conditional on shareholder approval, will create a global metaverse company and advance NFT's investments in the non-fungible tokens sector as the Pluto Ventures division has invested heavily in NFTs and NFT gaming.
Pluto is pioneering the next generation of crypto technologies in the decentralised finance and metaverse blockchain gaming sectors.
Under the terms of the proposed acquisition, NFT will acquire 100% of the issued share capital of Pluto for a consideration to be satisfied by the issue of 2.4 billion new ordinary shares in NFT (at 4p per new NFT share valuing Pluto Digital PLC at GBP 96 million).
The acquisition will be a reverse takeover of NFT under the AQSE Rules and will be subject to the UK Takeover Code. The acquisition, if completed, will result in Pluto shareholders holding 70.5% of the enlarged business on completion. The acquisition is expected to be made by way of a scheme of arrangement by Pluto and will be conditional upon approval by shareholders of Pluto and the court. NFT will have a 90-day exclusivity period to conduct due diligence on Pluto.
NFT will loan Pluto GPB 5 million on signing the LOI, the proceeds of which will be used to complete the strategic acquisition of some technology companies in the metaverse sector. The loan will accrue 10% interest and will be repayable on 30 days’ notice if Pluto terminates the transaction and on 90 days’ notice if NFT terminates the transaction.
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