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Azerion successfully completes its business combination with EFIC1


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Azerion successfully completes its business combination with EFIC1
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Azerion Holding B.V., a high-growth, profitable, digital entertainment and media company,  and European FinTech IPO Company 1 B.V. (“EFIC1”), a special purpose acquisition company (SPAC)  listed on Euronext Amsterdam, have successfully completed their business combination on  1 February 2022.

As part of the completion of the business combination, the legal form of the combined company has  been converted into a limited company (naamloze vennootschap) and it has been renamed Azerion  Group N.V. (“Azerion Group”). The first day of trading on Euronext Amsterdam under the new name  of Azerion Group’s shares and warrants will be on 2 February 2022 (today) under the new ticker  symbols AZRN and AZRNW, respectively.

The business combination received the support of EFIC1’s shareholders, with more than 95% of the  votes cast at EFIC1’s extraordinary general meeting held on 31 January 2022 (the “EGM”) approving  the business combination.

The completion of the business combination supports Azerion Group in its ambitions to become a global  digital entertainment and media powerhouse. The business combination furthermore provides for a  strong complementary partnership accelerating future value creation for all stakeholders through  continued investments in Azerion Group’s growth, both organically and through M&A. Azerion Group  expects this listing to create a new long-term supportive shareholder base, permit Azerion Group to  incentivise the existing and future management team and senior staff and continue to attract high calibre  individuals.

The business combination resulted in approximately €93 million of gross total primary cash proceeds,  including approximately €70 million of funds from the EFIC1 escrow account (net of negative interest  and after effectuation of the share repurchase arrangement) complemented by a sponsor and co investor commitment of €23.15 million. With the completion of the business combination, Azerion Group  received approximately €56 million of net primary cash proceeds (net of transaction costs and  expenses), which will be used to continue to pursue value-accretive acquisitions (with Azerion having  a strong acquisition track record and a broad pipeline of potential targets), and to further invest in  organic growth initiatives (such as new games and features, platform investments, etc.) as well as  general corporate purposes.

Immediately after completion of the business combination and the related restructuring steps (including  the cancellation of 31,228,299 ordinary shares that were repurchased by EFIC1 from its shareholders),  the issued share capital of Azerion Group is as follows:

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Type of security #¹

Ordinary Shares (excl. treasury) 111,483,296

Ordinary Shares in treasury² 70,078,452

Total Ordinary Shares 181,561,748

Capital Shares 22

Conditional Special Shares 1,152,886

Warrants³ 12,736,605

Please see section 6.4. “Description of Securities” in the EFIC1 Shareholders Circular dated 13 December 2021  for a description of the classes of securities of Azerion Group.

1. Excluding any conditional and unconditional option rights and Founder Warrants existing at the date of this press  release, which in aggregate entitle the holders to receive up to a maximum of 24,160,245 Ordinary Shares. 2. The Ordinary Shares in treasury can be used for acquisitions, exercise of warrants and option rights and other  general funding purposes.

3. The outstanding Warrants listed on Euronext Amsterdam at the date of this press release entitle the holders to  receive up to 12,736,605 Ordinary Shares.

Immediately after completion of the business combination, the ownership percentages of Ordinary  Shares are as follows:

Shareholder % Ordinary Shares⁴

Principion Holding B.V.⁵ 74.3%⁶

Azerion former depositary receipt holders 7.5%

Azerion former stock appreciation rights holders 4.0%⁷

Former EFIC1 converted special shares holders 5.9%

Other Shareholders 8.3%

Total 100.0%

Based on Azerion Group’s information. Actual share ownership percentages and regulatory filings and notifications  of ownership percentages may differ.

4. Excluding treasury shares as well as any conditional and unconditional option rights and Founder Warrants  existing at the date of this press release, which in aggregate entitle the holders to receive up to a maximum of  24,160,245 Ordinary Shares.

5. An entity controlled by Azerion’s co-founders and co-CEOs.

6. Including shares held for settlement of future acquisition-related earn out and other obligations. 7. Excluding shares held for settlement of future acquisition-related earn out and other obligations.

Atilla Aytekin, co-founder and co-CEO of Azerion says: “Today marks an important step for Azerion,  and we are excited to finally enter the public markets and continue to grow and advance our platform  whilst raising our profile amongst our customer and partner groups and talented workforce globally. We  are proud to achieve this important milestone, and we look forward to our next growth phase and future

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as a public company. I am grateful to the entire Azerion team for all their hard work, which has brought  us to this pivotal moment, and for the dedicated support of our partner EFIC1.”

Martin Blessing, former Chief Executive Officer of EFIC1, adds: “The journey of our SPAC EFIC1 comes  to a successful end while the exciting journey of Azerion as a listed company starts now. The whole  EFIC1 team thanks its shareholders for their support. We look forward to continuing our partnership  with Azerion over the long term and wish the company, its founders, employees and shareholders  success as they continue their impressive growth story.”

To celebrate the completion of the business combination, the management team of Azerion Group will  ring the opening bell at Euronext Amsterdam at 09.00 CET on 2 February 2022. A live stream of the  event and replay can be accessed via this link.

Advisers

Credit Suisse Bank (Europe), S.A. acted as capital markets adviser, Hogan Lovells International LLP  acted as legal adviser and ABN AMRO Bank N.V acted as financial adviser to EFIC1.

N.M. Rothschild & Sons Limited acted as financial adviser, Stibbe N.V. acted as legal adviser, and  Citigroup Global Markets Europe AG and Jefferies GmbH as capital markets advisers to Azerion.

ABN AMRO (acting in cooperation with ODDO BHF SCA), ING Bank N.V. and Pareto Securities AB  acted as co-capital markets advisers to EFIC1, and Clifford Chance LLP acted as legal adviser to the  capital markets advisers.

Liquidity Provider

As from 2 February 2022, Azerion Group will enter into a liquidity provider agreement pursuant to which ABN AMRO Bank N.V. will act as liquidity provider for the trade in listed shares of Azerion Group.

Gaming

Pocket Gamer Connects London Smashes Attendance Records

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Pocket Gamer Connects London Smashes Attendance Records
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The industry’s most popular mobile games industry event, Pocket Gamer Connects London officially revealed the attendance numbers for the biggest and most successful conference since launching in 2014. The highest-selling and well-turned-out B2B event took place on January 23rd and 24th in The Brewery, London which saw over 2,600 industry professionals looking to meet and network with the inspirational leaders in the mobile games and tech sphere space.

A total of 1,200 companies attended Pocket Gamer Connects over the course of the two days, with over 280 influential speakers showcasing their expertise to the masses. 68% of game makers made up the bulk of the attendees as the show hosted the meeting space for thousands of business professionals to network, grow and be known amongst the mobile games and technology community.

Pocket Gamer Connects has established an outstanding global reputation as the must-attend conference to meet the exciting global game makers, developers and publishers of tomorrow. Adding to the mix were some of the world’s top investment funds, angel investors, tools providers and platforms.The content also broke records with multiple panels and thought-provoking discussions on all relative subjects in AI, Web3, Blockchain, the Metaverse and more, matchmaking activities for game makers, as well as networking opportunities for those in the industry looking to scale their business and grow their companies.

A total of 65 countries were represented this year at Pocket Gamer Connects across 6 continents bringing together the best influential names in mobile games. This particular event saw 50% of UK attendees and 50% of international guests contributing to London’s booming economy.

Lousie Connoly from London & Partners said “The staggering number of UK and international attendees at this year’s Pocket Gamer Connects highlights London’s global reputation as a mobile games capital and hotspot. The event acts as one of the key cornerstones for London’s mobile gaming sector, providing incredible opportunities for industry professionals, investors and thought leaders to meet, network and push new boundaries in the gaming space”

Pocket Gamer Connects London 2023 saw new rising stars within the games and tech industry including MobileAction- an intuitive App Store Optimization and Mobile App Intelligence platform that announced the launch of its new CPP Product. The new product is the first and the only CPP Intelligence in the industry, offering several solutions to app marketers.

Launching at Pocket Gamer Connects London, Mobile Action has expressed its appreciation for the event and on exhibiting their new product there “Pocket Gamer is a huge event for the mobile gaming industry and CPP‘s a highly leveraged feature among gaming apps. This was the perfect opportunity for us to launch our new product in PGC, and to meet with high-quality prospective clients” said Alara Ozcam of MobileAction.

Hitting record numbers of attendees to date, Pocket Gamer Connects is successfully contributing to becoming one of the most highly praised and respected mobile games conferences for those within the games industry. Pocket Gamer Connects sets its standards high at the start of the year before a host of upcoming events set to take place internationally.

Chris James, CEO of Pocket Gamer says “What a fantastic way to start the year! Our most successful PGC event to date so far, and it’s only the beginning of what we have planned this year! We can’t wait to see more new faces from all areas of the games industry at our next event due to take place in Seattle in May.”

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Gaming

Andrew Grimshaw named as Checkd Dev’s new Commercial Director

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Fast-growing iGaming business Checkd Group has appointed experienced iGaming professional Andrew Grimshaw as Commercial Director of its thriving Checkd Dev division.

Grimshaw joins Checkd from FSB Technology, the omni-channel tech stack and trading services provider where he held the role of Business Development Director. Having been installed in his new role, Grimshaw will lead the growth strategy for the UK-based tech developer.

With a previous four-year tenure at SIS, the leading multi-channel supplier of 24/7 live betting services, Grimshaw’s experience also includes the online growth and internationalisation of WAB (Watch & Bet) racing.

Checkd Dev’s recent successes include the delivery of a new Acca Assist betting tool for Sky Bet and the creation of an enhanced Sky Sports Fantasy Football (SSFF) platform for this season, which incorporated the 2022 World Cup. Checkd Dev has also enjoyed success in developing solutions for media partners, notably including the talkSPORT EDGE app.

Checkd Dev is targeting the growing North American market, where it has developed tech solutions for Checkd Group’s flagship FlashPicks brand, with the launch of a new sport betting app set for later this year.

In his new role, Grimshaw will oversee the continuing expansion of technology-based solutions to Checkd’s media and operator partners across both the UK and North America.

Adam Patton, Checkd Dev MD, said: “Our Checkd Dev division continues to go from strength to strength and given our ambitious plans on both sides of the Atlantic, this was the perfect moment to install a new Commercial Director to lead the way in forging new partnerships.

“Andrew is very well-known in the industry and possesses exactly the depth of knowledge that we were seeking for this position. His insight and expertise will be a massive boost in expending the delivery of our award-winning tech solutions.”

Andrew Grimshaw, Commercial Director at Checkd Dev, said: “Checkd Group as a whole has made great progress in recent years with a roster of clients that speaks for itself. Their approach to technology-based solutions is cutting-edge, ultra reliable and delivers rapid revenue growth opportunities for operators and I am delighted to become part of the team.

“With the launch of a brand new sports betting app in the United States on the horizon, this is a great time to have joined Checkd Dev and I look forward to showing partners old and new exactly what we have to offer.”

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Gaming

R. Franco Digital returns to ICE London 2023 to showcase innovative portfolio

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Franco Digital, R. Franco Group’s digital division,is making a return to ICE London 2023 next month, ready to show delegates its latest platform-based solution, remote gaming server and expanded games portfolio.

Spain’s leading provider will be exhibiting its offerings at Stand N7-210 at ExCeL London on February 7-9, where among the innovative and advanced solutions on display will be the standout IRIS 4.0 platform. The open, omni-channel operation system has been making industry waves for its complete, versatile and stable technological features. These allow operators to integrate player management, payment gateway administration, promotions, game configuration and responsible gaming tools.

Also being showcased by R. Franco Digital is the IRIS Power Vault. The data-monitoring application can be used for different regulated markets including Spain and Colombia. Adaptable to different legal frameworks, the product can be used in conjunction with IRIS 4.0 or independently.

Franco Digital’s varied slot catalogue will also be promoted at the event. Featuring award-winning titles comprising both classic and innovative releases, the range of games are a reference point in the industry for their great performance, rich content, mathematical modelling and player experience. Recent titles that will be on show includeVikings Rage,Treasure Keeper and Total Strike.

Rounding off the offering, R. Franco Digital will also be pushing its state of the art remote gaming server, Kolyseo. Based on microservices with an MGA licence, the aggregator can host any type of game and is scalable to an unlimited capacity.

Situated at Stand N7-210, R. Franco will be looking forward to welcoming delegates to discuss its range of comprehensive and innovative solutions.

The R. Franco International team, led by Javier Sacristán, International Business Director, said: “We are delighted to announce we will be back in attendance at this year’s ICE London event. It always provides us with a fantastic opportunity to display our products and technological developments, and we look forward to welcoming both old and new clients.

“ICE London is one of the most important events in the industry and allows us to not only showcase our own solutions but gain valuable industry insights to strengthen our own development and growth.”

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