24 Apr 2018 15:00
24 April 2018
Stride Gaming plc
("Stride Gaming", the "Company", or "the Group")
Tarco assets acquisition - agreed earn-out and Issue of Equity
Stride Gaming plc (AIM: STR), a leading online gaming operator, is pleased to announce that it has today agreed the final earn-out consideration payable in respect of its August 2016 acquisition of the Tarco assets ("Tarco").
Tarco's financial performance has been in line with the Board's expectations, achieving an Adjusted EBITDA of £4.45m, based on the audited results of Tarco for the period of 1 January 2017 to 31 December 2017. As set out in the circular to shareholders dated 3 August 2016, the earn-out payment is based on a multiple of 7.5 times Tarco's Adjusted EBITDA, less the initial consideration, which will be settled in a mix of cash and new ordinary shares.
Subsequently, the agreed final Earn-out consideration is £17,352,217 and will be split as previously agreed with £7,753,238 to be satisfied by the issue of 3,168,076 new ordinary shares of 0.01p each ("Earnout Shares") at 244.73p, being the average closing price of the ordinary shares for the 90 day period ending on 31 December 2017, and the remainder of £9,598,979 payable in cash.
As certain members on the GAL concert party are shareholders of Tarco, the GAL concert party has been deemed to be acting in concert with the other Tarco vendors for the purpose of The City Code on Takeovers and Mergers ("City Code"). Accordingly, the original GAL concert party has been extended to include Michael Weinraub, Assaf Matityahu and Shlomi Zac ("Enlarged GAL concert party"). Following the issue and allotment of the Earnout Shares, the resultant holdings of ordinary shares by members of the Enlarged GAL concert party respectively are as follows:
Shareholders | Number of Earnout Shares | Resultant holding of Ordinary shares | % of issued Ordinary shares |
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Gal Holdings | 2,324,227 | 18,778,388 | 24.77% |
Izak Cronje | 0 | 16,454 | 0.02% |
Eitan Boyd | 185,938 | 2,611,151 | 3.44% |
Darren Sims | 77,474 | 1,160,984 | 1.53% |
Ukudla | 0 | 859,273 | 1.13% |
Christo Oosthuizen | 23,242 | 351,289 | 0.46% |
Michael Weinraub | 187,798 | 364,764 | 0.48% |
Assaf Matityahu | 250,397 | 584,067 | 0.77% |
Shlomi Zac | 119,000 | 275,992 | 0.36% |
Total for the Enlarged GAL concert party |
3,168,076 | 25,002,362 | 32.98% |
Application has been made for the 3,168,076 Earnout Shares to be admitted to trading on AIM, with admission expected to take place on 26 April 2018 ("Admission").
Following the issue of the Earnout Shares, there are 75,805,536 Ordinary Shares in issue. The Company holds no Ordinary Shares in treasury and therefore this figure may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Eitan Boyd, Chief Executive of Stride Gaming, commented:
"Tarco is proving an excellent strategic fit for Stride Gaming. We are delighted with the performance of the business which is already delivering synergies. This successful performance to date demonstrates our ability to acquire and integrate quality businesses, in line with our growth strategy."
The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.
1 | Details of PDMR | |||||||
(a) | Name | Eitan Boyd
(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 | ||||||
(b) | Position/status | Chief Executive Officer | ||||||
(c) | Initial notification/amendment | Initial Notification | ||||||
2 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
(a) | Description of the financial instrument | Ordinary Shares of £0.01 each ISIN:JE00BWT5X884 | ||||||
(b) | Nature of the transaction | Vendor Earn Out consideration
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(c) | Price(s) and volume(s) |
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(d) | Aggregated information Aggregated volume Price | N/A | ||||||
(e) | Date of the transaction | 24 April 2018 | ||||||
(f) | Place of the transaction | Outside a trading venue | ||||||
1 | Details of PDMR | |||||||
(a) | Name | Darren Sims
(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) | ||||||
(b) | Position/status | Chief Operating Officer | ||||||
(c) | Initial notification/amendment | Initial Notification | ||||||
2 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
(a) | Description of the financial instrument | Ordinary Shares of £0.01 each ISIN:JE00BWT5X884 | ||||||
(b) | Nature of the transaction | Vendor Earn Out consideration
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(c) | Price(s) and volume(s) |
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(d) | Aggregated information Aggregated volume Price | N/A
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(e) | Date of the transaction | 24 April 2018 | ||||||
(f) | Place of the transaction | Outside a trading venue | ||||||
1. A final earnout payment in cash of £455,047 was also made to Guardian Trust Company Limited as trustee for the Alon Trust. The beneficiaries of the Alon Trust are Eitan Boyd, his wife and children. Eitan Boyd is the CEO of Stride Gaming.
2. A final earnout payment in cash of £189,603 was also made to 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. Darren Sims is the COO of Stride Gaming.
Enquiries:
Stride Gaming plc Nigel Payne (Non-Executive Chairman) Eitan Boyd (Chief Executive Officer) Ronen Kannor (Chief Financial Officer) www.stridegaming.com
| +44 (0) 20 7284 6080 |
Shore Capital (Nominated Adviser and Broker) Mark Percy Toby Gibbs | +44 (0) 20 7408 4090
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Hudson Sandler (Financial PR) Alex Brennan Hattie O'Reilly Bertie Berger | +44 (0) 20 7796 4133
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About Stride Gaming plc:
Stride Gaming plc, listed on AIM, is a leading online gaming operator. The Company operates a multi-branded strategy, using a combination of its proprietary and licensed software to provide online bingo and slot gaming and a social gaming mobile application.
Stride Gaming's real money offering is presently focused on the UK market, where it is licensed and only operates from the regulated jurisdictions of the UK and Alderney. The Company has an international reach in the mobile social gaming market with a focus on North America. With a diverse portfolio of 143 brands, Stride Gaming is the fourth largest online bingo operator in the UK, and has over 25% share of the UK online bingo landscape.
Stride Gaming operates a B2B platform, Stride Together, through which the company licences its proprietary platform to gaming operators, media partners and retailers in the UK and globally, enabling them to create an online presence for their customers and enabling Stride to penetrate new and non-bingo verticals both within UK markets and overseas territories.
Further information on the Group is available at: www.stridegaming.com
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.