Acquisition of Rev Comps

Winvia Entertainment (AIM: WVIA), a technology-led entertainment business focused on Prize Draw Competitions and Online Gaming, is pleased to announce that it has entered into an asset purchase agreement (the "APA") with Robert Savage, Peter Savage and Amy Savage (the "Sellers") to acquire the trade, business and key assets (excluding any liabilities, cash and trade receivables) of Rev Corp Limited ("Rev Comps") (the "Acquisition"). The Acquisition is conditional upon the migration of Rev Comps onto Winvia's core technology platform and certain customary conditions to be satisfied prior to completion which is expected to occur by 1 July 2026 ("Completion").

Rev Comps is a UK based, family-run, digitally-led prize draw platform offering daily and scheduled draws to a loyal and growing customer base. The business has developed a strong brand presence within the UK prize draw market and has demonstrated consistent engagement across its player community.

For the financial year ended 31 May 2025, Rev Comps generated revenues in excess of £80 million and Profit before tax of approximately £2.1 million. Rev Comps had gross assets as at 31 May 2025 of £6.5 million (this figure includes certain assets not being acquired as part of the Acquisition).

Under the APA, the Company will pay £11.8 million in cash (the "Consideration") in three instalments; (1) at Completion (45%), (2) subject to final determination of Rev Comp's audited accounts for the year end 31 May 2026 (34%), and (3) a deferred portion payable on the 2nd anniversary of Completion (21%). In addition, the Sellers may also be entitled to earnout payments based on achieved adjusted profit before tax growth of the business across the two financial years ending 31 December 2027 and 31 December 2028, compared to adjusted profit before tax in Rev Comp's audited accounts for the year end 31 May 2026 (the "Earnout"). The Earnout calculation is 1.5x adjusted profit before tax growth above Rev Comps' FY26 adjusted profit before tax.

The Acquisition will be funded from the Group's existing cash resources and is expected to be earnings enhancing in the first full financial year following completion.

Following Completion, key management of Rev Comps will remain employees within the business.

Background to and rationale for the Acquisition

The Acquisition is aligned with Winvia's stated strategy to build a leading position in the UK prize draw market through disciplined acquisitions and organic growth. Specifically, the Acquisition expands the Group's scale and customer base within the UK prize draw market and adds a highly complementary brand with established player engagement and marketing channels.

Prior to Completion, Rev Comps will be migrated onto Winvia's core technology platform, which has been developed to support scalable, multi-brand prize draw operations. Integration into the Winvia technology platform will enable enhanced data-led marketing and customer engagement, improve player acquisition, retention and conversion. Operational efficiencies are expected through shared infrastructure and automation and support the rapid deployment of new product features and subscription-led offerings.

Mihai Manoila, Chief Executive Officer, commented:

"The acquisition of Rev Comps represents another important step in delivering our strategy. Rev Comps is a high‑quality business with a strong customer base and brand presence, and we believe that integrating the platform onto Winvia's proprietary technology will significantly enhance performance.

The acquisition further strengthens Winvia's position as a consolidator in the UK prize draw market and supports the Group's ambition to deliver sustainable, cash‑generative growth for shareholders.

The Group continues to engage with a number of exciting potential acquisition targets in the UK Prize Draw sector."