23 Aug 2016 10:12
23 August 2016
Stride Gaming plc
("Stride Gaming", or the "Company")
Result of General Meeting
On 29 July 2016, Stride Gaming plc (AIM:STR), the multi-branded online gaming operator, announced the proposed: (i) acquisitions of 8Ball, Netboost Media and the assets of Tarco, (ii) placing of 12,000,000 new Ordinary Shares at 225 pence per share; and (iii) waiver of the obligations under Rule 9 of the Takeover Code, each of which were subject, inter alia, to approval by Shareholders of the Resolutions set out in the Notice of General Meeting.
The Company is pleased to announce that all Resolutions were passed unanimously at the General Meeting which took place earlier today.
The voting results below show the total of all the votes cast by way a poll in relation to the three Resolutions with the results of the poll in relation to Resolution 1 showing only the votes cast by Independent Shareholders (being the only Shareholders permitted to vote on such resolution).
Resolution | Votes for | Votes Against | Votes withheld | Total votes cast | % of qualifying issued share capital voted |
Ordinary resolution for the approval of the Rule 9 Waiver | 22,665,469 | 0 | 0 | 22,665,469 | 76.36% |
Ordinary resolution to grant the Directors authority to allot and issue the Placing shares, the Tarco Consideration Shares, the 8Ball Earn Out Consideration Shares, the Consultant Shares and to grant the Matityahu Options and the LTIP Awards | 44,257,348 | 0 | 0 | 44,257,348 | 86.27% |
Special resolution to dis-apply statutory pre-emption rights granted under the Articles in respect of the allotment and issue of the Placing Shares, the Consultant Shares and the grant of the Matityahu Options and LTIP Awards | 44,257,348 | 0 | 0 | 44,257,348 | 86.27% |
Application has been made to the London Stock Exchange for admission of the 12,000,000 Placing Shares to trading on AIM ("Admission") and it is expected that Admission will become effective at 8.00 a.m. on 24 August 2016. The Placing Shares will rank pari pasu in all respects with all existing Ordinary Shares in the Company. Following admission of the Placing Shares, the Company will have 63,300,584 Ordinary Shares in issue with voting rights. This figure may be used by the Company's shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in the share capital of the Company under the DTRs. The Company does not hold any shares in treasury.
As previously announced, completion of the Acquisitions is expected to occur on or around 31 August 2016 and application will be made for the Tarco Initial Consideration Shares to be admitted to trading on or around that time.
Maximum Enlarged GAL Concert Party holding of Ordinary Shares
As announced on the 29 July 2016 and disclosed in the Circular dated 3 August 2016, if (i) all of the Tarco Earn Out Consideration Shares are issued by the Company as part of the earn out consideration payable in connection with the Tarco Acquisition; (ii) all of the Matityahu Shares are issued by the Company following the exercise of the Matityahu Options; (iii) all of the Consultant Shares are issued by the Company following the exercise of the Consultant Options; and (iv) all of the LTIP Shares are issued by the Company following the exercise of the LTIP Awards, the expected aggregate interest of the Enlarged GAL Concert Party will be 42.86 per cent. of the voting rights of the Company (assuming that (i) the Approved Options are not exercised; (ii) the maximum number of the Placing Shares are issued pursuant to the Placing; (iii) no other new Ordinary Shares are issued by the Company (including pursuant to the 8Ball Acquisition); and (iv) no Ordinary Shares are transferred by the relevant members of the Enlarged GAL Concert Party to persons who are not members of the Enlarged GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
In circumstances where all of the Approved Options are also exercised, the expected aggregate interest of the Enlarged GAL Concert Party will increase to 45.12 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of Placing Shares are issued pursuant to the Placing; (ii) no other new Ordinary Shares are issued by the Company; and (iii) no Ordinary Shares are transferred by the relevant members of the Enlarged GAL Concert Party to persons who are not members of the Enlarged GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
In circumstances where the Acquisitions do not complete and: (i) all of the LTIP Shares are issued by the Company following the exercise of the LTIP Awards; and (ii) all of the Approved Options are also exercised, the expected aggregate interest of the Original GAL Concert Party will be 37.72 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of the Placing Shares are issued pursuant to the Placing; (ii) the Consultant Options are not exercised; (iii) no other new Ordinary Shares are issued by the Company; and (iv) no Ordinary Shares are transferred by the relevant members of the Original GAL Concert Party to persons who are not members of the Original GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
In circumstances where the Acquisitions do not complete and: (i) all of the LTIP Shares are issued by the Company following the exercise of the LTIP Awards; (ii) all of the Consultant Shares are issued by the Company following the exercise of the Consultant Options; and (iii) all of the Approved Options are also exercised, the expected aggregate interest of the Original GAL Concert Party will be 38.20 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of the Placing Shares are issued pursuant to the Placing; (ii) no other new Ordinary Shares are issued by the Company; and (iii) no Ordinary Shares are transferred by the relevant members of the Original GAL Concert Party to persons who are not members of the Original GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
Enlarged GAL Concert Party Interests in Stride Gaming shares
As announced on the 29 July 2016 and disclosed in the Circular dated 3 August 2016, the current interest of the members of the Enlarged GAL Concert Party together with their maximum expected shareholdings following: (i) completion of the Placing and the Tarco Acquisition; (ii) the issue of the Tarco Earn Out Consideration Shares (if any); and (iii) the issue of Ordinary Shares pursuant to the Approved Options; and (iv) the issue of the LTIP Shares (if any) (and assuming (i) no additional issues of Ordinary Shares including pursuant to the 8Ball Acquisition; and (b) no transfers of Ordinary Shares by members of the Enlarged GAL Concert Party (including pursuant to the TTE Share Transfer Agreement) are set out below:
As at the date of this announcement | Following Admission and completion of the Apollo Acquisition5 | Following the issue of the maximum Apollo Earn Out Consideration Shares5 | Following the issue of the Matityahu Shares | Following the issue of the Consultant Shares | Following the issue of the LTIP Shares5 | ||||||||
Name | Number of Ordinary Shares | % Ordinary Share Capital | Number of Approved Options | Number of Ordinary Shares | % Ordinary Share Capital | Number of Ordinary Shares | % Ordinary Share Capital | Number of Ordinary Shares | % Ordinary Share Capital | Number of Ordinary Shares | % Ordinary Share Capital | Number of Ordinary Shares | % Ordinary Share Capital |
Gal Holdings Limited | 16,868,743 | 32.88% | 0 | 19,058,918 | 28.65% | 22,870,932 | 31.89% | 22,870,932 | 31.86% | 22,870,932 | 31.63% | 22,870,932 | 31.35% |
Izak Cronje (and wife) | 0 | 0.00% | 0 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 520,000 | 0.72% | 520,000 | 0.71% |
Eitan Boyd1 | 2,249,999 | 4.39% | 750,000 | 2,425,213 | 3.65% | 2,730,174 | 3.81% | 2,730,174 | 3.80% | 2,730,174 | 3.78% | 2,973,364 | 4.08% |
Darren Sims2 | 937,498 | 1.83% | 750,000 | 1,083,510 | 1.63% | 1,210,577 | 1.69% | 1,210,577 | 1.69% | 1,210,577 | 1.67% | 1,453,767 | 1.99% |
Ronen Kannor | 0 | 0.00% | 500,000 | 0 | 0 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 145,914 | 0.20% |
Ukudla Commodities Limited3 | 1,229,055 | 2.40% | 0 | 1,229,055 | 1.85% | 1,229,055 | 1.71% | 1,229,055 | 1.71% | 1,229,055 | 1.70% | 1,229,055 | 1.68% |
Christo Oosthuizen4 | 331,584 | 0.65% | 500,000 | 375,388 | 0.56% | 413,508 | 0.58% | 413,508 | 0.58% | 413,508 | 0.57% | 413,508 | 0.57% |
Alan Feldman | 0 | 0.00% | 500,000 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% |
Original GAL Concert Party | 21,616,879 | 42.14% | 3,000,000 | 24,172,084 | 36.34% | 28,454,246 | 39.68% | 28,454,246 | 39.63% | 28,974,246 | 40.07% | 29,606,540 | 40.59% |
Michael Weinraub | 0 | 0.00% | 0 | 176,966 | 0.27% | 484,977 | 0.68% | 484,977 | 0.68% | 484,977 | 0.67% | 484,977 | 0.66% |
Assaf Matityahu | 3,333 | 0.01% | 0 | 333,670 | 0.50% | 744,351 | 1.04% | 822,173 | 1.15% | 822,173 | 1.14% | 822,173 | 1.13% |
Shlomi Zak | 0 | 0.00% | 0 | 156,992 | 0.24% | 352,167 | 0.49% | 352,167 | 0.49% | 352,167 | 0.49% | 352,167 | 0.48% |
Enlarged GAL Concert Party | 21,620,212 | 42.14% | 3,000,000 | 24,839,712 | 37.34% | 30,035,741 | 41.88% | 30,113,563 | 41.94% | 30,633,563 | 42.36% | 31,265,857 | 42.86% |
Issued Share Capital of the Company | 51,300,584 | 100.00% | 0 | 66,520,084 | 100.00% | 71,716,113 | 100.00% | 71,793,935 | 100.00% | 72,313,935 | 100.00% | 72,946,229 | 100.00% |
1. Legal title to these shares is held by Guardian Trust Company Limited as trustee for the Alon Trust. The beneficiaries of the Alon Trust are Eitan Boyd, his wife and children.
2. Legal title to these shares is held by Clermont Corporate Services Limited in its capacity as trustee for the Monkey George Trust. The beneficiaries of the Monkey George Trust are Darren Sims, his wife and children.
3. Ultimately owned by Rubin Feldman, the father of Alan Feldman (a consultant to Group companies).
4. Of these shares, 25,000 are held by Christo Oosthuizen in his own name and for the remainder, the legal title is held by Geneva Management Group (BVI) Limited.
This table above assumes that none of the Approved Options are exercised but that the maximum number of Placing Shares are issued pursuant to the Placing and the maximum number of Tarco Consideration Shares are issued pursuant to the Tarco Acquisition. In circumstances where all of the Approved Options are also exercised, the expected aggregate interest of the Enlarged GAL Concert Party will increase from 42.86 per cent. to 45.12 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of Placing Shares are issued pursuant to the Placing; (ii) the Matityahu Shares are issued, (iii) the Consultant Shares are issued, (iv) the maximum LTIP Shares are issued; (v) no other new Ordinary Shares are issued by the Company; and (vi) no Ordinary Shares are transferred by the relevant members of the Enlarged GAL Concert Party to persons who are not members of the Enlarged GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
Terms defined in the Circular dated 3 August 2016 have the same meaning in this announcement, save where the context otherwise requires.
For further information on the Company, visit www.stridegaming.com
Enquiries:
Stride Gaming plc Nigel Payne (Non-Executive Chairman) Eitan Boyd (Chief Executive Officer) Ronen Kannor (Chief Financial Officer)
| + 44 (0) 20 7284 6080
|
Canaccord Genuity Limited (Nominated Adviser, Joint Bookrunner and Joint Broker) Bruce Garrow Emma Gabriel Richard Andrews
| +44 (0) 20 7523 8000 |
Shore Capital (Joint Bookrunner and Joint Broker) Simon Fine Mark Percy Toby Gibbs
| +44 (0) 20 7408 4090
|
Yellow Jersey PR (Financial PR) Alistair de Kare-Silver Felicity Winkles |
+44 (0) 7825 916 715 +44 (0) 7748 843 871
|