Pluto Digital PLC to be acquired by NFT Investment plc for £96m in a Reverse Takeover
(London, United Kingdom — 24 January 2022): Pluto Digital PLC (“Pluto” or the “Group”), the crypto tech and operations company, is pleased to announce that it has entered into a non-binding letter of intent (“LOI”) to be acquired by NFT Investments (“NFT”), an incubator specialising in the market for non-fungible tokens (“NFTs”) for a consideration of £96 million.
Terms of proposed acquisition
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).).
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 conditional upon approval by shareholders of Pluto and the court. Further details will be provided in due course.
Rationale for the transaction
The combination of the two companies will create a significant global metaverse company. It gives NFT the opportunity to advance its investment in the non-fungible tokens sector and it allows Pluto to scale up its NFT business as wells as exploit opportunity in the decentralised finance (DeFi) and metaverse sectors for its software products.
Pluto already has a successful track record since being formed 12 months ago in January 2021. In the 12 months it has:
- Released a DeFi token which is trading on global crypto exchanges
- Established a venture capital arm, Pluto V, which has made investments in a range of Web3 projects and NFT assets which performed well in 2021
- Established an expert blockchain engineering team with technical staff coming from leading technology companies such as Red Hat and IBM
- Worked on a DeFi application that can provide high value DeFi performance to both crypto users and institutional investors
- Has acquired a strategic shareholding in a UK gaming development studio Maze Theory, responsible for many successful international branded VR, PC/Console & mobile games including Dr Who and the Peaky Blinders franchises
In addition, Pluto is working alongside Maze Theory to release high quality games that incorporate token economics to empower the next generation of gamers. Blockchain games, also known as Play2Earn, have created substantial value led by Sky Mavis and Axie Infinite, with respective valuations of $3Bn and $19Bn.
NFT applies to list on Canadian NEO Exchange
On 8 December 2021 NFT announced it has submitted an initial listing application for the listing of its ordinary shares on the Neo Exchange Inc. (“NEO Exchange”), a Canadian stock exchange based in Toronto.
As stated in the announcement, NFT Investments believes the dual listing on the NEO Exchange will provide exposure to a wider pool of retail and institutional investors in North America. Listing on the NEO Exchange is subject to the Company fulfilling all of NEO Exchange’s listing requirements, including the minimum distribution requirements. There is no assurance or guarantee that the Company will be successful in obtaining listing approval from the NEO Exchange.
Pluto Digital Director, Barry Downes, said: “It is our one-year anniversary this month, and in the 12 months since its inception, Pluto has been pioneering the next generation of crypto technologies in the decentralised finance and metaverse blockchain gaming sectors. We are delighted to have agreed this potentially transformative transaction which reflects our stated strategy perfectly. The respective teams of Pluto and NFT Investments believe the combined businesses has significant unrealised value that can be unlocked through scaling up Pluto’s business in UK as well as new markets such as Canada. We look forward to completing the transaction.”