Gaming Realms Regulatory News (GMR)

31 March 2025

Gaming Realms Plc

("Gaming Realms" or the "Company" together with its subsidiaries, the "Group")

Share Buyback Programme

Launch of Share Buyback Programme

Gaming Realms plc (AIM: GMR), the developer and licensor of mobile-focused gaming content, announces the commencement of a share buyback programme to purchase ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") up to a maximum aggregate consideration of £6 million (the "Share Buyback Programme").

As referenced in the Company's final results for the year ended 31 December 2024, announced today, the Company is debt free and has a strong cash position of approximately £13.5 million. The Share Buyback Programme reflects the Company's directors' continued confidence in its future prospects.

The Company remains committed to continuing to invest in the business to deliver organic growth and returning surplus cash to shareholders.

Details of the Share Buyback Programme

Gaming Realms has given irrevocable and non-discretionary instruction to Peel Hunt LLP ("Peel Hunt") and Investec Bank Plc ("Investec") (together the Brokers) to conduct the Share Buyback Programme on its behalf, which will commence today and will end no later than 31 August 2025 or, if earlier, the conclusion of the Company's annual general meeting ("AGM") to be held in May 2025 unless the requisite authority is renewed at the AGM in May 2025. The Brokers will act as "riskless" or "matched" principals for the purposes of the Share Buyback Programme, within certain parameters, and will make their trading decisions concerning the purchases of Ordinary Shares independently of the Company.

Ordinary Shares purchased under the Share Buyback Programme will take place in open market transactions and in accordance with the general authority to purchase Ordinary Shares granted to the directors of the Company (the "Directors") by its shareholders at the Company's AGM in 2024 (the "2024 Authority", or as subsequently granted to the Directors at its AGM in 2025). The maximum number of Ordinary Shares which the Company is authorised to purchase under the 2024 Authority is 29,477,644. The Share Buyback Programme will be conducted in accordance with Article 5(1) of Regulation (EU) 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR") and the provisions of Commission Delegated Regulation (EU) 2016/1052, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended), which deal with buyback programmes.

The maximum price (excluding any expenses) which may be paid for each Ordinary Share shall not be more than the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for an Ordinary Share, as derived from the AIM Appendix to the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased, and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the trading venues on which the purchase is carried out. 

Gaming Realms will announce any purchase of its Ordinary Shares under the Share Buyback Programme no later than 7.30 a.m. on the business day following the calendar day on which the purchase occurred. The Company will cancel any Shares purchased or hold them in treasury to meet obligations arising from share option programmes.

The Company will make further regulatory announcements in respect of any repurchases of its Ordinary Shares as required by UK MAR and the AIM Rules. The Company is satisfied that it is not currently in a closed period, nor is it in possession of any inside information which has not previously been disclosed via Regulatory Information Service.

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