NFT Investment plc set for £96m reverse takeover of Pluto Digital plc

Pluto Digital PLC, the crypto tech and operations company, has announced that it has entered into a non-binding letter of intent to be acquired by NFT Investments, an incubator specialising in the market for non-fungible tokens (“NFTs”) for £96 million.

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.

The rationale for the transaction is that 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 well as exploit opportunity in the decentralised finance and metaverse sectors for its software products.

Since forming in January 2021, Pluto has released a DeFi token which is trading on global crypto exchange and has  established a venture capital arm, Pluto V.

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.

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.”