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