Stride Gaming PLC
05 May 2015
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL
This announcement is not an offer of securities for sale in the
United States or any other jurisdiction. Investors should not
subscribe for or purchase any transferable securities referred to
in this announcement except on the basis of information in the
admission document (the "Admission Document") intended to be
published by Stride Gaming plc (the "Company" or "Stride Gaming"
and, together with its subsidiary undertakings from time to time,
the "Group") in due course in connection with the proposed
admission of its ordinary shares to trading on the AIM market
("AIM") of London Stock Exchange plc (the "London Stock Exchange"),
("Admission"). Copies of the Admission Document will, following
publication, be available for inspection on the Company's website
at www.stridegaming.com.
5 May 2015
Stride Gaming plc
("Stride Gaming", the "Company" or the "Group")
Intention to Float on AIM
Seeking to raise at least GBP10 million
Stride Gaming, the multi-branded online bingo-led operator,
today announces its intention to raise at least GBP10 million and
seek admission of its ordinary shares to trading on AIM
("Admission"). Dealings are expected to commence on AIM on 19 May
2015. Cantor Fitzgerald Europe is acting as Nominated Adviser and
Broker to the Company.
Stride Gaming is a UK focused, real money, bingo-led online
operator, using its proprietary and purchased software to provide
online bingo and related gaming activities to players. Stride
Gaming only operates in regulated markets, principally the UK.
The Group operates a multi-branded strategy which includes the
online bingo brands Kitty Bingo, Lucky Pants Bingo, Bingo Extra,
Jackpot Café, Jackpot Liner, King Jackpot, together with the online
casino brands Spin and Win and Magical Vegas.
The Group has experienced significant organic growth of its
proprietary brands with NGR up 40 per cent. between Q1 to Q4 2014.
Additionally, the Group has been acquisitive with the acquisition
of the business and assets of Table Top Entertainment (including
the brands Jackpot Café, Jackpot Liner and King Jackpot) in
September 2014. The Group also owns an Italian online gaming
business, Baldo, which has an Italian gambling licence, as well as
a 24.5 per cent. interest in a licensed Spanish operator, QSB
Gaming Limited.
The Directors believe there are a number of growth opportunities
for the Group, both organically and through acquisition. The
overall UK gambling market is substantial and is forecast to pass
GBP3 billion of NGR by 2016 (source: Gambling Compliance). The UK
online gaming market is estimated to grow approximately GBP1.6
billion of NGR by 2016 with bingo-led online gaming estimated to
account for 32.3 per cent. of the UK online gaming market.
With the implementation of the point of POC tax in the UK, and
the general increase in regulation, the Directors believe that a
number of smaller-scale online bingo operators will suffer a
significant impact to their margins from the POC tax that will make
it difficult for them to continue operating. The Directors also
believe that with bingo generally attracting a predominately female
demographic, the pressure on margins created by the POC tax will
also lead to the larger multi-product online gambling operators
prioritising their marketing spend more towards their core product
leaving opportunity for a bingo-led business to increase market
share both from organic growth and through acquisition.
Stride Gaming is therefore seeking to raise at least GBP10
million to support the Company's strategic buy and build and
organic growth strategies.
Key strengths include:
-- Online bingo-led focus with a proprietary software platform
as its core business. The Directors believe that many of the larger
online gambling operators view their online bingo operations as
non-core to their broader offering and, therefore, with the impact
of POC tax and the need to maximise marketing spend returns, will
be less focused on their online bingo offering;
-- Highly experienced management team and staff with strong
gaming expertise and proven track record in the online gaming
industry having been involved in the online bingo market since
2002, generating rapid growth in a short time frame and
successfully having sold two online bingo-led businesses for GBP60
million and $42 million respectively. The management team have
demonstrated its ability for delivering acquisitions having
acquired the business and assets of Table Top Entertainment in
September 2014. The Board of Directors on admission include the
former CEO of Sportingbet Plc, the founder of the GlobalCom bingo
network, one of the largest bingo networks worldwide, and the
current General Counsel and Company Secretary at Selfridges
Group;
-- A multi-brand offering with clear differentiation between
each brand to target different categories of players. The Directors
believe that a multi-brand strategy improves player retention and
enables Stride Gaming to offer inactive players an alternative
offering, as well as providing the Group with cross marketing
opportunities to improve the LTV of players;
-- Proprietary software which, together with software and
related programs acquired from NextTec Software which support the
TTE sites, ensures that the Group can improve the gaming experience
without needing to rely on other third party software providers and
pay additional royalty and licensing costs as a result. Having
control of the software underpinning the Group's operations will
also enable easier entry into other regulated jurisdictions;
-- Only focusing on regulated markets. The Directors believe
that by focussing on these markets, where the barriers to entry are
generally higher owing to the time and cost required to gain (and
retain) the requisite licences to operate in such regulated
markets, lends itself to attracting players who may not otherwise
consider online bingo and associated gaming (or at least their
reputation) to be socially acceptable, thereby increasing demand
for its offering; and
-- Intuitive marketing strategy, based on sophisticated analytics provided by proprietary
software, to maximise player LTV. The Directors believe that
online bingo appeals to a predominately female audience who are
attracted by the social element which online bingo provides rather
than other forms of gambling.
Commenting, Stride Gaming's Non Executive-Chairman, Nigel Payne,
said: "We feel this is an opportune moment for a scale bingo-led
operator to come to AIM to capitalise on the opportunities afforded
by the regulatory changes, which is forcing consolidation in the
industry, to grow organically and through acquisition.
"Our business is profitable, established and run by a highly
experienced and proven management team. Today's news marks an
important step in our aim to become the market leader in online
bingo. We look forward to a successful future for the Company and
our goal is to deliver meaningful returns to our shareholders."
Enquiries:
Stride Gaming plc
Nigel Payne (Non-Executive Chairman)
Eitan Boyd (Chief Executive Officer)
Ronen Kannor (Chief Financial
Officer) +44 (0) 20
www.stridegaming.com 7284 6080
Cantor Fitzgerald Europe (NOMAD +44 (0) 20
and BROKER) 7894 7000
Mark Percy
Catherine Leftley
William Goode
Yellow Jersey PR +44 (0) 7407
Alistair de Kare-Silver 395 216
Dominic Barretto +44 (0) 7768
Fiona Walker 537 739
The Business
The Group launched Spin and Win, its first website
using its proprietary software, in February 2012,
which featured a diverse range of slots games, side
games and table games. Spin and Win was followed
by the launches of online bingo brands Kitty Bingo
in September 2012 and Lucky Pants Bingo in January
2013.
In September 2014, Daub Alderney Limited acquired
the business and assets associated with the Jackpot
Liner, Jackpot Café and King Jackpot from TTE
together with the software and related programs from
NextTec Software in respect of the underlying gaming
platform and software used by TTE. The TTE sites
had been operating for approximately 10 years prior
to acquisition.
The UK is the principal market in which the Group
operates and as such, the vast majority of the Group's
revenue is generated from players from the UK. However,
the Group's proprietary software platform allows
the Group to localise the platform into other regulated
markets.
The Group had approximately 1.6 million Registered
Players as at 31 March 2015, up from approximately
1.5 million as at 31 December 2014 and approximately
1.2 million as at 31 December 2013. As at 31 March
2015 the Group had approximately 278,000 Active Players,
up by 5 per cent. on the number of Active Players
as at 31 December 2014 and up 25 per cent. on the
number of Active Players as at 31 December 2013.
Stride Gaming uses a combination of television advertising,
print media, pay per click, mobile marketing, affiliate
marketing (Stride Gaming has its own proprietary
affiliate platform through which they offer CPA and
revenue share deals with industry affiliates) and
other marketing means to promote, and target, specific
offers and features for each of the Group's brands.
History
In 2002, GlobalCom Limited was established as a B2B
supplier of white label bingo software for the UK
market. Eitan Boyd and Darren Sims led GlobalCom's
growth and secured white label partners. Both were
instrumental in the development and operation of
the technology and offering. The GlobalCom online
bingo platform operated a network of 45 bingo sites
including foxybingo.com, thinkbingo.com and mirrorbingo.com,
amongst other online bingo skins and networks (now
the Dragonfish bingo platform). In 2007, GlobalCom
was acquired by 888 Holdings plc for a total consideration
of $42 million.
In 2008, following the sale of GlobalCom, Eitan Boyd
developed a number of B2C online sites, including
Wink Bingo and Posh Bingo. At this point, Darren
Sims had moved to 888 Holdings plc and was responsible
for developing and launching 888ladies.com. In late
2009, Darren Sims re-joined Spacebar Media. In 2010,
Wink Bingo and associated bingo sites were sold to
888 Holdings plc for GBP60 million.
The Group began development of its proprietary platform
in 2011 and, following receipt of certification from
the Alderney Gambling Control Commission, it began
trading in 2012 and has subsequently established
itself as one of the leading online bingo operators
in the UK online gaming space.
Reasons for admission and use of proceeds
The Company is seeking admission of the Enlarged
Share Capital to trading on AIM in order to create
a public market in the Ordinary Shares and to provide
access to capital to support the Company's strategic
buy and build and organic growth strategies. In addition,
the Company is looking to develop an institutional
following to further assist its acquisition strategy.
Admission will also provide the Group with the ability
to incentivise its employees through the Share Option
Schemes, which will assist the Group in continuing
to attract, retain and motivate high calibre employees.
The net proceeds of the Placing will be used by the
Company primarily to enhance brand awareness and
for general working capital purposes.
The UK online bingo-led gaming market
NGR across bingo-led gaming, online casino and poker
continued to increase during 2013, growing 8 per
cent. year on year to GBP1.32 billion. In the UK,
bingo-led websites generated combined NGR of GBP475.2
million from bingo, side games and other gaming,
representing growth of 7.8 per cent. and a total
of 32.3 per cent. of overall UK online gaming (excluding
sports betting).
Growth in the UK online bingo market is expected
to slow from low double digit growth between 2009-2012
to a more modest 2.7 per cent. in 2015 and 3.8 percent
in 2016. Almost 2.5 million adults play online bingo
in the UK (from 1.1 million in 2008, CAGR of approximately
20 per cent.) with the majority of online revenue
being derived from a female demographic, who are
not as inclined to play poker or casino games or
engage in sports betting. Players consider online
bingo sites as entertainment and that overall enjoyment
is a stronger driver to play compared with the potential
to win money.
In addition to several large operators, the UK market
is characterised by a large number of small, privately
held operators. In September 2014, GCRS estimated
that there were approximately 400+ bingo-led sites
that target the UK online market. These operators
are largely undifferentiated, targeting relatively
low margins and attracting players through their
ability to offer attractive sign-up offers. Most
users play recreationally and on more than one site.
The Directors believe that there will be consolidation
in the online gaming market, as evidenced by a number
of acquisitions by both large and small operators
during 2014. Furthermore, given that the majority
of operators are UK-dependent, the POC tax will likely
have a dampening effect on margins, placing greater
emphasis on operators to ensure scale, concentrated
and effective marketing spend, responsiveness to
what works and continued investment in the player
experience to both attract and retain Active Players.
Strategy and Growth Opportunity
The Group's strategy is to continue to develop its
business within the online bingo gaming market by
way of organic growth and by acquisition, both in
the UK and internationally.
Scale and the POC tax
The UK online bingo market is highly fragmented with
approximately 400+ operators, many of which are small
in size. With the implementation of the POC tax and
the general increase in regulation, scale is increasingly
vital for any online gaming company focused on the
UK market and it is expected that a number of these
smaller operators will suffer a significant impact
to their margins that it will make it difficult for
them to continue operating. The Directors believe
that there is a significant opportunity to capture
market share from the Group's competitors, including
the large casino and sports betting operators, by
way of a number of organic growth opportunities and
strategic acquisitions.
Organic Growth
The overall UK gambling market continues to exhibit
growth and is forecast to pass GBP3 billion of NGR
by 2016. Technological advances, including high-speed
4G mobile internet connections, and the widespread
use of apps mean there is greater emphasis on players
'on the move'. The Group has recently migrated Spin
and Win, Magical Vegas and Bingo Extra to a responsive,
adaptive design platform and the intention is that
all of the Group's brands will be migrated to the
platform during 2015 with the ultimate aim of improving
the player experience and it is hoped, resulting
in an increase in wagering frequency and levels.
There are very few operators in the online bingo
market with their own proprietary software platform.
As such, there is the opportunity for the Group to
licence its platform to other operators on a B2B
basis or otherwise offer white label solutions based
on the Group's existing platforms.
One other major opportunity for growth is by expansion
into other regulated markets. Baldo already has an
Italian gaming licence and, whilst presently inactive,
gives the Group the opportunity to access the Italian
market. The Group also holds a 24.5 per cent. investment
in QSB Gaming, a Spanish focused online bingo company.
The Group will continue to monitor opportunities
for expanding its operations into regulated overseas
markets and, in doing so, will take into consideration
the overall market potential, the regulatory environment
and the competitive landscape already existing in
such jurisdictions. The Directors have identified
Denmark as a potentially attractive target market.
Acquisition
In addition to organic growth, Stride Gaming intends
to adopt a buy and build strategy to take advantage
of anticipated consolidation in the online bingo
segment. The Group's ability to successfully undertake
acquisitions has already been demonstrated by the
completion of the TTE acquisition. The Directors
believe that there are a number of significant acquisition
opportunities available to the Company, driven by
regulatory and taxation changes.
There are a number of large operators in the online
gaming market who offer casino, poker, bingo and
other games to players. The Directors believe that
for many such operators, bingo is a relatively modest
part of their overall offering. The demographics
of a typical bingo player are significantly different
compared to poker players. For example, operators
have to target marketing spend at very diverse audiences,
particularly when running multi-product sites. With
the introduction of the POC tax, this will result
in operations needing to focus their marketing spend
on more profitable sites. Accordingly, the Directors
believe this may result in some of the larger operators
withdrawing from online bingo.
In addition, the Group will monitor opportunities
to expand into complementary verticals, such as the
social gaming space. The global social gaming segment
is expected to grow from $2.9 billion in 2013 to
$4.2 billion in 2016, as well as broadening the Group's
capabilities by acquiring operators of gaming brands,
platform and content development companies and marketing
and technology suppliers, in each case with the intention
of increasing the number of Active Players on the
Group's sites and the LTV of such players.
The Financials
The following financial information prepared in accordance
with IFRS, has been extracted from the financial
information contained in the Admission Document,
to be made available in due course. This should be
read in conjunction with the full text of the Admission
Document and prospective investors should not rely
solely on the summarised information.
TTE Group
Daub Group TTE Group 8 months
Year ended Year ended ended 31
31 August 31 December August
2012 2013 2014 2011 2012 2013 2013 2014
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
NGR 892 7,332 8,489 8,305 11,042 11,682 8,205 7,833
Distribution
costs (1,582) (7,759) (5,679) (3,882) (5,731) (6,081) (4,214) (3,372)
Administrative
costs (956) (1,458) (2,263) (1,458) (1,523) (1,851) (1,081) (1,225)
EBITDA (1,381) (1,621) 853 2,965 3,788 3,750 2,910 3,236
Board of Directors on Admission
Eitan Boyd, Chief Executive Officer
Eitan has over 15 years of experience in the gambling
sector. He was a founder of GlobalCom bingo network,
one of the largest bingo networks worldwide. He was
responsible for building the Wink Bingo network until
it was sold to 888 Holding plc in 2007. He has been
a Director of Spacebar Media Ltd, WMC (UK) Ltd, Interactive
Gaming Solutions Ltd and Aqua Online (Int.) Ltd.
Eitan is a graduate of the Accelerated Development
Program at Chicago Booth Business School (London,
England) and holds a BA Honours degree in Economics
from Tel Aviv University.
Darren Sims, Chief Operating Officer
Darren Sims has over 10 years' experience in the
gambling sector. He had a key role in the sale of
GlobalCom Limited to 888 Holdings plc. As Vice President
of Bingo within 888 Holdings plc, he was responsible
for the integration of the GlobalCom Limited business,
the launch of 888 Holdings plc's online bingo vertical
and part of the team that established the dragonfish
business unit - the B2B arm of 888 Holdings plc.
Upon completion of his contract with 888 Holdings
plc, he returned to Spacebar Media where he re-joined
Eitan Boyd just prior to the sale of Wink Bingo to
888 Holdings plc. He holds a Bachelor of Commerce
(Honours) degree from the University of Witwatersrand,
South Africa.
Darren Sims has over 10 years' experience in the
gambling sector.
Through key roles which included business development,
setting commercial strategy and key account management
during his directorship of Spacebar Media, Darren
was instrumental in the success of GloablCom Ltd
which was eventually acquired by 888 Holdings PLC.
Key to the sale was Darren taking a Vice President
position at 888 which included overall P&L for the
bingo vertical within 888 Holdings PLC. Within his
2 year contract at 888, Darren was responsible for
integrating GloablCom Ltd (B2B Bingo business) into
888 Holdings plc, launching 888ladies.com - the B2C
bingo offering of 888, signing new partners such
as Costa Bingo and finally being part of the team
that established Dragon Fish - the B2B of 888 Holdings
plc.
Upon completion of his contract, Darren returned
to Spacebar Media where he re-joined Eitan Boyd just
prior to the sale of Wink Bingo to 888 holdings plc.
He holds a Bachelor of Commerce (Honours) degree
from the University of Witwatersrand, South Africa.
Darren Sims has over 10 years' experience in the
gambling sector.
Through key roles which included business development,
setting commercial strategy and key account management
during his directorship of Spacebar Media, Darren
was instrumental in the success of GloablCom Ltd
which was eventually acquired by 888 Holdings PLC.
Key to the sale was Darren taking a Vice President
position at 888 which included overall P&L for the
bingo vertical within 888 Holdings PLC. Within his
2 year contract at 888, Darren was responsible for
integrating GloablCom Ltd (B2B Bingo business) into
888 Holdings plc, launching 888ladies.com - the B2C
bingo offering of 888, signing new partners such
as Costa Bingo and finally being part of the team
that established Dragon Fish - the B2B of 888 Holdings
plc.
Upon completion of his contract, Darren returned
to Spacebar Media where he re-joined Eitan Boyd just
prior to the sale of Wink Bingo to 888 holdings plc.
He holds a Bachelor of Commerce (Honours) degree
from the University of Witwatersrand, South Africa.
Darren Sims has over 10 years' experience in the
gambling sector.
Through key roles which included business development,
setting commercial strategy and key account management
during his directorship of Spacebar Media, Darren
was instrumental in the success of GloablCom Ltd
which was eventually acquired by 888 Holdings PLC.
Key to the sale was Darren taking a Vice President
position at 888 which included overall P&L for the
bingo vertical within 888 Holdings PLC. Within his
2 year contract at 888, Darren was responsible for
integrating GloablCom Ltd (B2B Bingo business) into
888 Holdings plc, launching 888ladies.com - the B2C
bingo offering of 888, signing new partners such
as Costa Bingo and finally being part of the team
that established Dragon Fish - the B2B of 888 Holdings
plc.
Upon completion of his contract, Darren returned
to Spacebar Media where he re-joined Eitan Boyd just
prior to the sale of Wink Bingo to 888 holdings plc.
He holds a Bachelor of Commerce (Honours) degree
from the University of Witwatersrand, South Africa.
Darren Sims has over 10 years' experience in the
gambling sector. He was instrumental in the sale
of GlobalCom Limited to 888 Holdings Plc. As Vice
President of Bingo within 888, he was responsible
for the integration of the GlobalCom Limited business,
the launch of a 888.com bingo vertical and further
part of the team that established the dragonfish
technology - the B2B arm of 888 Holdings Plc. Upon
completion of his contract with 888 Holdings Plc,
he returned to Spacebar Media where he re-joined
Eitan Boyd just prior to the sale of Wink Bingo to
888 Holdings Plc. He holds a Bachelor of Commerce
(Honours) degree from the University of Witwatersrand,
South Africa. Darren Sims has over 10 years' experience
in the gambling sector.
Through key roles which included business development,
setting commercial strategy and key account management
during his directorship of Spacebar Media, Darren
was instrumental in the success of GloablCom Ltd
which was eventually acquired by 888 Holdings PLC.
Key to the sale was Darren taking a Vice President
position at 888 which included overall P&L for the
bingo vertical within 888 Holdings PLC. Within his
2 year contract at 888, Darren was responsible for
integrating GloablCom Ltd (B2B Bingo business) into
888 Holdings plc, launching 888ladies.com - the B2C
bingo offering of 888, signing new partners such
as Costa Bingo and finally being part of the team
that established Dragon Fish - the B2B of 888 Holdings
plc.
Upon completion of his contract, Darren returned
to Spacebar Media where he re-joined Eitan Boyd just
prior to the sale of Wink Bingo to 888 holdings plc.
He holds a Bachelor of Commerce (Honours) degree
from the University of Witwatersrand, South Africa.
Ronen Kannor, Chief Financial Officer
Ronen joined Stride Gaming at the end of October
2014. Ronen has over 12 years' experience in financial
management roles within the Real Estate and business
intelligence sectors. He has wide ranging CFO experience
in all aspects of financial and operational management
in a number of companies including KC Development
Inc, Publicis Group and Ernst & Young (Israel branch).
Ronen holds an MBA in Accounting and Finance from
the Tel Aviv College of Management, is a Certified
Public Accountant (The Institute of Certified Public
Accountants, Israel) and holds a BBA in Accounting
and Finance from the Tel Aviv College of Management.
Nigel Payne, Non-Executive Chairman
Nigel has over 24 years of experience as a director
of both publicly listed and private companies. He
has extensive experience of listing companies and
fund raising, notably in his current role as Non-executive
director of AIM quoted Gama Aviation plc and previously
as CEO of Sportingbet plc. Sportingbet plc was one
of the world's largest internet gambling companies
and made a number of acquisitions whilst listed on
the London Stock Exchange (both FTSE listed and AIM
quoted). Nigel holds an Executive MBA from the IMD
Business School (Lausanne, Switzerland) and a degree
in Economics and Accounting from Bristol University.
John Le Poidevin, Proposed Non-Executive Director
John is a former partner and head of consumer markets
at BDO LLP with significant experience of advising
listed businesses in relation to overall strategy,
M&A matters, corporate governance and financial reporting.
He is currently a non-executive director of two AIM
listed groups, Market Tech Holdings Limited and Safecharge
International Group Limited and is also an adviser
to the Alderney Gambling Control Commission's Development
Forum. He has previously advised on the flotations
of a number of UK and international companies including
888 Holdings plc during his time at BDO LLP.
Adam Batty, Proposed Non-Executive Director
Adam is currently General Counsel and Company Secretary
at Selfridges Group, where he is a member of the
Selfridges Group executive team and a director of
their main operating companies. A corporate lawyer
by training, Adam worked in private practice at Norton
Rose Fulbright and in an investment bank before joining
Mitchells & Butlers plc in 2002 where he spent five
years as Legal Director (and latterly Risk and Compliance
Director), before joining the Domino's Pizza Group
plc in 2007 where he spent 5 years as General Counsel
and Company Secretary, which involved being a member
of their operating boards in the UK, Germany and
Switzerland.
Definitions and Glossary of terms
The following definitions and glossary of terms applies
throughout this announcement: "4G" means the fourth generation
of mobile telecommunications
technology;
----------------------------- ----------------------------------
"Active Player" means a player who has
made a deposit with his
own funds;
----------------------------- ----------------------------------
"Admission" means the admission of
the Ordinary Shares, in
issue and to be issued
pursuant to the share
capital reorganisation
and the Placing, to trading
on AIM becoming effective
in accordance with the
AIM Rules for Companies;
----------------------------- ----------------------------------
"AIM" means AIM, the market
operated by the London
Stock Exchange;
----------------------------- ----------------------------------
"Baldo" means Baldo Line S.R.L,
a wholly owned subsidiary
of the Company;
----------------------------- ----------------------------------
"B2B" means business that is
conducted between businesses;
----------------------------- ----------------------------------
"B2C" means business that is
conducted between businesses
and customers;
----------------------------- ----------------------------------
"CAGR" means compound annual
growth rate;
----------------------------- ----------------------------------
"Company" or "Stride Gaming" means Stride Gaming plc
or the "Group" and, where the context
requires, its subsidiaries
from time to time and
where the context further
requires, shall assume
that the share capital
reorganisation has been
completed;
----------------------------- ----------------------------------
"CPA" means "cost per acquisition",
the cost of acquiring
Active Players via paid
for online and offline
marketing;
----------------------------- ----------------------------------
"Daub Alderney" means Daub Alderney Limited;
----------------------------- ----------------------------------
"Daub Group" means Daub Alderney Limited
and its subsidiary undertakings;
----------------------------- ----------------------------------
"Directors" means the directors and
the proposed directors
of the Company;
----------------------------- ----------------------------------
"Enlarged Share Capital" means the issued share
capital of the Company
immediately following
Admission;
----------------------------- ----------------------------------
"gambling" means both betting and
gaming;
----------------------------- ----------------------------------
"gaming" means playing a game of
chance for a prize;
----------------------------- ----------------------------------
"GGR" means gross gaming revenue,
being total bets placed
by players less winnings
paid to them;
----------------------------- ----------------------------------
"LTV" means the lifetime value,
by revenue generated,
of a player over the playing
lifetime of that player;
----------------------------- ----------------------------------
"NextTec Software" or means NextTec Software
"NTS" Inc.;
----------------------------- ----------------------------------
"NGR" means net gaming revenue,
being GGR less free bets;
----------------------------- ----------------------------------
"Ordinary Shares" means ordinary shares
of GBP0.01 each in the
share capital of the Company;
----------------------------- ----------------------------------
"Placing" means the conditional
placing by Cantor Fitzgerald
Europe of new Ordinary
Shares to be issued by
the Company;
----------------------------- ----------------------------------
"POC tax" means point of consumption
tax, a 15 per cent. Tax
in the UK on NGR;
----------------------------- ----------------------------------
"QSB Gaming" means QSB Gaming Limited,
a company in which the
Company owns 24.5 per
cent;
----------------------------- ----------------------------------
"Registered Player" means a player who signs
up and provides his details
on a gaming website or
equivalent;
----------------------------- ----------------------------------
"Share Option Schemes" means the share options
schemes to be adopted
by the Company;
----------------------------- ----------------------------------
"social gaming" means the practice of
playing an online fame
on a social media platform;
----------------------------- ----------------------------------
"Spacebar Media" means Spacebar Media Limited,
a wholly owned subsidiary
of Daub Alderney;
----------------------------- ----------------------------------
"real money" means a deposit from own
funds (as opposed to a
bonus offer);
----------------------------- ----------------------------------
"Table Top Entertainment" means Table Top Entertainment
or "TTE" Limited.
----------------------------- ----------------------------------
Important Notices
The contents of this announcement, which has been
prepared by and is the sole responsibility of the
Company, have been approved by Cantor Fitzgerald
Europe ("CFE") solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act
2000 (as amended).
Neither this announcement nor any copy of it may
be taken or transmitted, published or distributed,
directly or indirectly, in, into or from the United
States of America (including its territories and
possessions, any state of the United States and the
District of Columbia (the "United States" or the
"US"), Australia, Canada, Japan or the Republic of
South Africa or to any persons in any of those jurisdictions
or any other jurisdiction where to do so would constitute
a violation of the relevant securities laws of such
jurisdiction (each a "Restricted Jurisdiction").
Any failure to comply with this restriction may constitute
a violation of United States, Australian, Canadian,
Japanese or South African securities laws.
This announcement does not constitute, or form part
of, any offer or invitation to sell or issue, or
any solicitation of any offer to purchase or subscribe
for any shares or other securities in any Restricted
Jurisdiction. The Placing and the distribution of
this announcement and other information in connection
with the Placing and Admission in certain jurisdictions
may be restricted by law and persons into whose possession
this announcement, any document or other information
referred to herein comes should inform themselves
about and observe any such restrictions. Any failure
to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.
Neither this announcement nor any part of it nor
the fact of its distribution shall form the basis
of or be relied on in connection with or act as an
inducement to enter into any contract or commitment
whatsoever.
This announcement is directed only at persons whose
ordinary activities involve them in acquiring, holding,
managing and disposing of investments (as principal
or agent) for the purposes of their business and
who have professional experience in matters relating
to investments and are: (i) if in a member state
of the European Economic Area ("EEA"), Qualified
Investors as defined in article 2.1(e) of Directive
2003/71/EC as amended, including by the 2010 Prospectus
Directive amending Directive (Directive 2010/73/EC)
and to the extent implemented in the relevant member
state (the "Prospectus Directive"); (ii) if in the
United Kingdom, are Qualified Investors and (a) fall
within article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order") or (b) are persons who fall
within article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order (all
such persons together being referred to as "Relevant
Persons").
This announcement must not be acted on or relied
on by persons who are not Relevant Persons. Persons
distributing this announcement must satisfy themselves
that it is lawful to do so. Any investment or investment
activity to which this announcement relates is available
only to Relevant Persons and will be engaged in only
with Relevant Persons. This announcement does not
itself constitute an offer for sale or subscription
of any securities in Stride Gaming plc.
The Ordinary Shares referred to in this Announcement
have not been and will not be registered under the
United States Securities Act of 1933, as amended
(the "US Securities Act") or under the securities
laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred
within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the US Securities Act. The Ordinary
Shares have not been and will not be approved or
disapproved by the US Securities and Exchange Commission,
any state securities commission or other regulatory
authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy
of this announcement. Any representation to the contrary
is a criminal offence in the United States.
Any subscription for or purchase of Ordinary Shares
in the proposed Placing should be made solely on
the basis of the information contained in the final
Admission Document to be published by the Company
in connection with the Placing and Admission. The
information in this announcement is for background
purposes only and does not purport to be full or
complete. No reliance may or should be placed for
any purposes whatsoever on the information contained
in this announcement or its accuracy, completeness
or fairness. The information in this announcement
is subject to change. However, the Company does not
undertake to provide the recipient of this announcement
with any additional information, or to update this
announcement or to correct any inaccuracies, and
the distribution of this announcement shall not be
deemed to be any form of commitment on the part of
the Company to proceed with the Placing or any transaction
or arrangement referred to in this announcement.
This announcement has not been approved by any competent
regulatory authority.
In connection with the Placing, CFE and any of its
affiliates, acting as investors for their own accounts,
may subscribe for or purchase Ordinary Shares and
in that capacity may retain, purchase, sell, offer
to sell or otherwise deal for their own accounts
in such Ordinary Shares and other securities of the
Company or related investments in connection with
the Placing or otherwise. Accordingly, references
in the Admission Document, once published, to the
Ordinary Shares being offered, subscribed, acquired,
placed or otherwise dealt in should be read as including
any offer to, or subscription, acquisition, placing
or dealing by CFE and any of its affiliates acting
as investors for their own accounts. In addition,
CFE or its affiliates may enter into financing arrangements
and swaps in connection with which it or its affiliates
may from time to time acquire, hold or dispose of
Ordinary Shares. CFE has no intention to disclose
the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
CFE, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority for the
conduct of investment business, is acting exclusively
for the Company and for no one else in connection
with the Placing and Admission and accordingly will
not be responsible to anyone other than the Company
for providing the protections afforded to clients
of CFE or for providing advice in relation to the
Placing and Admission or any other matter referred
to in this announcement.
Neither CFE, nor any of its subsidiary undertakings,
affiliates or any of its directors, officers, employees,
advisers, agents or any other person accepts any
responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied,
as to the truth, accuracy, completeness or fairness
of the information or opinions contained in this
announcement (or whether any information has been
omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated
companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from
any use of this announcement or its contents or otherwise
arising in connection therewith and any liability
therefore is expressly disclaimed.
The anticipated timetable for Admission, including
the publication of the Admission Document and/or
the date of Admission, may be influenced by a range
of circumstances, including market conditions. There
is no guarantee that the Admission Document will
be published or that Admission will occur and investors
should not base their financial decisions on the
Company's intentions in relation to the Placing and
Admission at this stage.
The price of shares and any income expected from
them may go down as well as up and investors may
not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future
performance, and persons needing advice should consult
an independent financial adviser.
Certain figures contained in this announcement, including
financial information, have been subject to rounding
adjustments. Accordingly, in certain instances, the
sum or percentage change of the numbers contained
in this announcement may not conform exactly to the
total figure given.
Neither the content of the Company's website nor
any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement. +44 (0)
This information is provided by RNS
The company news service from the London Stock Exchange
END
EFNPKQDNOBKKAPK