NFT Investments, an incubator focused on the market for non-fungible tokens (NFTs), is pleased to confirm that it has entered into a non-binding letter of intent (LOI) for the acquisition of Pluto Digital PLC, a crypto tech and venture firm (for a “consideration” of £96 million).
The acquisition, which is conditional or currently subject to shareholder approval, should help with creating a global Metaverse firm and support NFTs investments. This, as the Pluto Ventures unit has invested considerably in NFTs and NFT gaming sectors.
Pluto claims that it is pioneering the next-gen of crypto technologies in the decentralized finance (DeFi) and Metaverse blockchain gaming industries.
Pluto further noted that it has a track record in execution during the past year since January 2021, including:
- Issued a DeFi token which is trading on international cryptocurrency exchanges;
- Formed a VC unit, Pluto V, which has reportedly invested in a range of Web3 initiatives and NFT assets which performed quite well last year;
- Formed an “expert” blockchain engineering team with technical staff coming from tech firms like Red Hat and IBM;
- Presently working on a DeFi app that can offer “high value” DeFi performance to crypto users and institutional clients;
- Acquired a shareholding in a UK-based gaming dev studio Maze Theory, responsible for international branded VR, PC/Console & mobile games such as Dr Who and the Peaky Blinders franchises;
- Working alongside Maze Theory to introduce “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 $3 billion and $19 billion.”
According to the terms of the suggested acquisition, NFT is set to 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 £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 finalized, should result in Pluto shareholders “holding 70.5% of the enlarged business on completion.”
The acquisition is set to be carried out “by way of a scheme of arrangement by Pluto and will be conditional upon approval by shareholders of Pluto and the court.”
As noted in the announcement, NFT will have “a 90-day exclusivity period to conduct due diligence on Pluto.”
Concurrent with, and as a condition to, the completion of the Acquisition, three Pluto team members will reportedly “join the company as directors and Jonathan Bixby will continue to serve as Executive Chairman.”
NFT will “loan Pluto £5 million on signing the LOI, the proceeds of which will be used to complete the strategic acquisition of a number of 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.”
More details of the acquisition will be shared in the foreseeable future.
Jonathan Bixby, Executive Chair of NFT Investments, reportedly “owns 4,750,000 shares representing 0.75% of Pluto.”
He also “holds 9,500,000 warrants exercisable at 3 pence and 14,250,000 warrants exercisable at 6 pence.”
Bixby “owns 54,500,000 shares in NFT Investments representing 5.43% of the total shares in issue and 10,000,000 warrants exercisable at 1 penny.
Suspension of trading on Aquis.”
NFT Investments will “suspend trading on the Access segment of the AQSE Growth Market until the proposed acquisition of Pluto is completed.”
Jonathan Bixby, Executive Chairman of NFT Investments, stated:
“We are very excited about the prospects of Pluto and NFT merging to create a large global metaverse company. This is a transformational deal that will provide us with the scale to expand and diversify our investment portfolio in a rapidly growing sector and thereby create long term value for shareholders.”