Semper Fortis Esport - Convertible Loan Notes investment

This announcement contains Inside Information as stipulated under the UK version of the Market Abuse Regulation No 596/2014 which is part of English law by virtue of the European (Withdrawal) Act 2018, as amended.  On publication of this announcement via a regulatory information service, this information is considered to be in the public domain

16 May 2023

Semper Fortis eSports Plc

("SEMPER" or the "Company")

£250,000 Convertible Loan Notes investment by Semper Fortis eSports into GL Membership Limited

Semper Fortis eSports plc (AQSE: SEMP) is pleased to announce that it has agreed to subscribe for £250,000 of Convertible Loan Notes ("CLNs") of £1 each in GL Membership Limited (trading as Good Life+ "Good Life+").

Good Life+ was founded by Charlie Chadd and Joseph Chadd and has to date been backed by a group of experienced private investors including Victor Chandler, founder of BetVictor. 

Should the CLNs convert, they are expected to do so following the acquisition of the entire issued share capital of Good Life+ by Semper by way of a reverse takeover transaction under the AQSE Access Growth Market Rules ("Reverse Takeover"). The subscription price at conversion is expected to be at a discount to the price per ordinary share expected to be paid for Good Life+ on completion of a Reverse Takeover.  

The CLN has been secured against the assets of Good Life+ and the funding will assist Good Life's rapid expansion and growth in the subscription model space.  It will also allow it to continue to develop its product offering. 

Charlie Chadd and Joe Chadd, who together have a controlling interest in Good Life+, have also agreed to enter into negotiations with the Company in respect of a Sale and Purchase Agreement ("SPA") subject the completion of satisfactory due diligence and certain terms being agreed.  

There is no guarantee that the terms of an SPA will be agreed or that a Reverse Takeover will conclude.

Background on GL Membership Limited

Good Life+ was founded in September 2021 offering a monthly membership that gives members access to daily, luxury prize draws whilst simultaneously providing access to thousands of discounts and deals. With Good Life+, members can win life changing prizes whilst saving money at their favourite restaurants, cinemas, theme parks and more. Furthermore, Good Life+ also makes charitable donations. The membership base has seen significant growth over the last 12 months. Good Life+'s goal is to become a major player in this space along with the likes of Postcode Lottery and Omaze.

Good Life+ currently has over 14,500 active members and the CLN, along with further planned fundraising, will allow for rapid customer acquisition and expansion, with the immediate aim of obtaining 50,000 active members within 12 months. Various partnership undertakings are under active discussion which individually and in aggregate have the potential to lead to rapid uptake of the subscription service offered by Good Life+. 

Good Life+ wants to reinvent the prize draw experience by taking an entertainment first approach, providing ordinary people the opportunity to win luxury and often life-changing prizes every day. This is done via a daily live draw, where members can watch the winner be chosen and interact with the presenters. As the membership base grows the prizes will become bigger and better and should lead to improvements on the already strong retention and customer lifetime value metrics.

Good Life+ provides discounts and deals to national restaurant chains, cinemas, theatres, theme parks, gyms and more. Unlike the lottery, Omaze and others, members can save more than they spend. Since going live in mid-September 2022 over half of new members have actively used discounts & deals. Good Life+ is striking strategic partnerships and intends to introduce a variety of new features in the coming year, such as free cinema tickets, free online movies, guaranteed wins and more.

Good Life+ is reinventing the traditional prize draw experience, to create a far more current, transparent, interactive model, which is more in touch with the digital age.

In addition to the active members Good Life+ has around 400,000 email subscribers, a reach of over 20 million individuals in the UK alone, over 350,000 social media followers and a 5/5 star rating on Trust Pilot.

GL Membership Ltd Team

Charlie Chadd (aged 31)

After graduating with an economics degree from Nottingham, Charlie Chadd worked at TLS Investments, a premium residential & commercial development practice based in London. Whilst working for TLS, Charlie completed a MSc in Real Estate & Finance at Reading University.

Whilst working at TLS Charlie became an expert in digital marketing, launching marketing campaigns using his personal finances on Facebook, meeting potential buyers on weekends, and selling over £1.5 million in new build flats, proving the value of a digital focused approach and taking the estate agents commission in return.

In 2017 Charlie launched Borough Studios, a Co-Working space in Borough, London. With a four-year lease on a derelict print warehouse, he fitted it out for £25 per square ft and used his digital marketing skills to advertise the space online. The space ran at full capacity from launch, providing over 200 desks for young businesses in Central London and was profitable from Year 2.

In the final year of the lease Charlie launched Good Life with his brother Joseph Chadd. They pivoted to a subscription model in 2021 and launched Good Life+.

Joseph Chadd (aged 32)

After graduating from Exeter University Joseph joined The Royal Bank of Scotland on the Investment Banking Graduate scheme, where he joined the equity trading desk. He subsequently moved to JP Morgan in Canary Wharf joining the FX Trading desk.

In late 2012 Joseph started an automotive business, Prestige Cars Kent, which was named in the top thirty independent UK Car Dealerships based on turnover and is Kent's largest independent prestige car dealership with 75 full time members of staff. In 2022 it reached a turnover of £50 million and 2023 is budgeted for a turnover of £70 million, with its growth accredited to data driven decisions in every area of the business.

He founded Good Life+ with his brother, Charlie, and was instrumental in the decision to re-launch the brand on a subscription basis in 2021.

Good Life+ has a total of 15 employees across various functions including marketing, production, finance and management.  In addition, it has three strategic advisors, Victor Chandler of BetVictor, who also is an early-stage investor, advises on strategy and acquisitions. John Gordon, who is the CEO and co-founder of Incentive Games, a top free-to-play software provider in the iGaming industry, working with Bet365 and others, advises on product, customer acquisition, retention and funding.  Ian McCaig, Fiit Founder, one of the UK's top rated digital fitness apps, has recently started and will be focused on brand, acquisition and strategic partnerships similar to the one Fiit secured with Sky TV.

Mark Rubin

Mark Rubin has very recently joined Good Life+ as the Chief Financial Officer in order to help scaling the business.  He was previously the CFO of Quidco between 2009 and 2022, joining at start up and overseeing the growth to it becoming one of Europe's top cashback rewards platform.  It was acquired by MoneySupermarket in October 2021 for over £100m.  Mark will bring a huge amount of affiliate partner experience to Good Life+. 

David Ivy, the founder of DotDigital, which listed under his leadership, fulfils the role of CTO and Iain McCaig, the founder of FiiT, the digital fitness subscription company, is the Chief Marketing Officer.

Keith Harris, Chairman of Semper Fortis eSports Plc said:

"We are delighted to have concluded this investment into Good Life+ by way of a Convertible Loan Note.  The team at Good Life+ has a laser focus on its vectors of growth and has a huge amount of evidence-based data over the last 2 years on customer acquisition and retention along with a deep understanding of the digital marketing space.  The founders have built an impressive team and the calibre of existing investors lends weight to our view that there is considerable upside potential in this early-stage investment.

We will now begin a sustained period of due diligence as we explore the opportunity to acquire Good Life+ by way of Reverse Takeover and look forward to informing our shareholders of progress in both that and the prospects of Good Life+ itself."

Charlie Chadd, CEO of Good Life+ said:

"The data insights we have built over the last 2 years provide the strongest foundation for accelerated growth and this investment allows those plans to be fast-tracked.  Good Life+ has a simple vision to reinvent the prize draw experience and become one of the UK's leading prize draw businesses, outgrowing other players currently active in the market. International expansion will follow.  We very much look forward to working with the Directors of Semper Fortis over the coming months as we eye the prospect of a potential listing in the near future."

The directors of the Company accept responsibility for this announcement.  

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

- ENDS -

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