Restoration of Trading & Proposed Acquisition
02 September 2008 - 4:30PM
UK Regulatory
RNS Number : 4981C
Gamingking PLC
02 September 2008
Gamingking plc
"Gamingking" or "the Company"
Restoration of Trading
Proposed Acquisition of the entire issued share capital of Orb Holdings Ltd
Proposed Admission of the Enlarged Share Capital to trading on AIM
Proposed change of name to Sceptre Leisure Plc
Proposed approval for the waiver of obligation under Rule 9 of the City Code on Takeovers and Mergers
Notice of General Meeting
Notification of Annual Report and Accounts and AGM
Restoration of Trading
The Board of Gamingking (AIM:GGK) is today pleased to announce that the suspension of its shares (on 4 August 2008) will be lifted with
effect from 2 September 2008. In an announcement on that day the Board stated that the Company was in discussions in relation to a possible
acquisition by the Group. The Company, yesterday, entered into an agreement to purchase the entire issued share capital of Orb Holdings
Limited, the second largest operator of amusement machines in the licensed retail sector in the UK. As a consequence of its size the
Acquisition constitutes a "reverse takeover" under Rule 14 of the AIM Rules for Companies and requires a Rule 9 Waiver under the Takeover
Code. The Board is now able to outline the Proposals relating to the Acquisition of Orb Holdings Ltd and in accordance with the above rules
has today posted the required documentation to Shareholders which includes an Admission Document in respect of the admission of the Enlarged
Entity to trading on AIM.
For the avoidance of doubt capitalised terms are as defined in the Admission Document provided to Shareholders dated 2 September 2008.
This document is also available for viewing on the Company's website www.gamingking.co.uk.
Acquisition of ORB Holdings Ltd
The Company has today entered into an Acquisition Agreement, pursuant to which it has conditionally agreed to acquire the entire issued
share capital of Orb Holdings Ltd in consideration for the issue, credited as fully paid, of 32,945,762 Consideration Shares which will
represent approximately 85 per cent of the Enlarged Share Capital. Further details of the Acquisition Agreement are contained in the
Circular to Shareholders.
Orb Holdings Ltd is the second largest operator of amusement machines in the licensed retail sector in the UK, supplying pub companies,
breweries and independent pubs across the UK. Following a recent acquisition, Orb Holdings Ltd now has approximately 17,000 machines and
operates from a nationwide network of depots.
The Acquisition is conditional, inter alia, upon the passing of the Resolutions to be proposed at the General Meeting ("GM") and upon
Admission. If all the Resolutions are duly passed at the GM, the listing of the Existing Ordinary Shares on AIM will be cancelled and the
Company will seek confirmation of its application for the Enlarged Share Capital to be admitted to trading on AIM. If the Resolutions are
approved by Shareholders, it is expected that dealings in the Enlarged Share Capital will commence on 30 September 2008.
Commenting on the Proposals, Chairman Douglas Yates said,
"We are delighted to announce the proposed acquisition of Orb Holdings Limited which is a unique opportunity for Gamingking. The two
businesses are highly complementary both operationally and in terms of company culture. We expect the combination of the two will provide
the enlarged group with a range of cross-selling opportunities and economy of scale benefits, representing value for Gamingking across a
number of fronts.
"The Directors believe that there is good potential to expand the enlarged group both organically and through acquisition to continue to
deliver future growth for shareholders."
The Company and Seymour Pierce have received irrevocable commitments to vote in favour of the Resolutions to be proposed at the General
Meeting from the Directors and certain shareholders who hold, in aggregate, 161,879,827 Existing Ordinary Shares (representing 55.69 per
cent of the Existing Ordinary Shares).
Background to and reasons for the Acquisition
The Directors and the Proposed Directors believe that the acquisition of Orb Holdings Ltd presents the Enlarged Group with a number of
opportunities within the UK licensed retail sector, in particular, including prospects for expansion of the product range of each group into
the other's respective market and inherent cross-selling opportunities between both groups.
The Directors and the Proposed Directors believe that both businesses will derive a distinct benefit from the economies of scale and
critical mass which the Acquisition presents. In addition the strengthened management team provides expertise for the enlarged entity and
the Directors believe that the complementary structures of both groups will facilitate swift and successful integration following the
Acquisition.
Following completion of the Proposals and Admission of the Shares of the Enlarged Group to trading on AIM, the Board intends to expand
the Company through both organic growth and acquisitions. The Board has identified certain acquisition opportunities in the fragmented
market in which the Enlarged Group will operate, some of which represent competitors, and some would provide additional products to channel
through the existing customer base, which it would like to explore. The Board hopes to use a combination of cash consideration and the issue
of New Ordinary Shares in the Company as consideration for such enlargement opportunities.
Capital Reorganisation
To facilitate the Acquisition the Company is proposing a Capital Reorganisation. This will involve a sub-division of the Existing
Ordinary Shares followed by a consolidation and subsequent increase of the Existing Share Capital. This is being implemented in order to
reduce the nominal value of the Existing Ordinary Shares which has been higher than the trading price and to reduce the number of shares in
issue to make the share price more visible. Accordingly, the equity share capital of the Company, as enlarged by the issue of the
Consideration Shares pursuant to the Acquisition, will be comprised solely of such New Ordinary Shares.
For every 50 Ordinary Shares held by a Shareholder at the Record Date prior to the Reorganisation, that Shareholder will hold one New
Ordinary Share following the Reorganisation. Save for the dilution that will flow from the issue of the Consideration Shares, the interests
of existing Shareholders (both in terms of their economic interest and voting rights) will not be affected by the Reorganisation. Further
details of the Reorganisation can be found in the circular to shareholders.
Significant Shareholders
The significant shareholders before and after the Acquisition and Admission are detailed below:
Pre-Acquisition / Admission
Name* Number of Ordinary Shares Per cent. of Existing Share Capital
A Stack 46,712,050 16.07
L Hurst 37,108,695 12.77
B McCann 24,576,132 8.45
B Stack 18,655,300 6.42
B Nichols 16,042,650 5.52
Post-Acquisition / Admission
Name Number of New Ordinary Shares Per cent. of Enlarged Share Capital
K Turner 10,921,761 28.18
V Wardman 10,921.632 28.18
A Yates 5,434,997 14.02
S Jackson 2,168,835 5.60
J Wardman 1,200,605 3.10
Change of name to Sceptre Leisure PLC
To reflect the fact that following Admission the principal business of the Company will be that conducted by the Orb Group, a Resolution
will be proposed at the General Meeting to the effect that the name of the Company be changed to "Sceptre Leisure Plc".
The Takeover Code
Under Rule 9 of the Takeover Code, any person who acquires an interest in shares (as defined in the Takeover Code) which, taken together
with any interest in shares already held by him or any interest in shares held or acquired by persons acting in concert with him, carry 30
per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to
all the remaining shareholders to acquire their shares. Similarly, when any person, or persons acting in concert, are already interested in
shares which in aggregate carry not less than 30 per cent. but who do not hold more than 50 per cent. of the voting rights of such a company
a general offer will normally be required if any further interest in voting shares is acquired.
An offer under Rule 9 must be in cash and at the highest price paid for any interest in shares by that person or any person acting in
concert with it within the 12 months prior to the announcement of the offer.
As part of the Proposals, the Concert Party will receive 32,945,762 New Ordinary Shares as part of the Acquisition. In aggregate, on
completion of the Proposals, the Concert Party would therefore have an interest in up to 85 per cent. of the enlarged issued ordinary share
capital of the Company.
Therefore the Proposals will be conditional, inter alia, on Shareholders passing, on a poll at the GM on 29 September 2008, a waiver of
the requirement under Rule 9 of the Takeover Code for the Concert Party to make an offer for the entire issued share capital of the Company.
The Panel has agreed subject to the Waiver Resolution being passed on a poll by Shareholders at the GM, to waive the obligation that would
otherwise arise as a result of the Proposals.
The Concert Party has no current interest in the shares of Gamingking and as such will not be eligible to vote on any of the Resolutions
at the GM.
Directors of the Enlarged Group
Following, and conditional upon completion of the Acquisition and Admission, Mark White will be stepping down from the Board and it is
proposed that Vic Wardman, Ken Turner and Lesley Humphrys be appointed to the Board. Brief biographies of the Directors of the Company and
the positions they will hold following completion of the Proposals are shown in the circular to Shareholders.
Notice of General Meeting
Notice is hereby given that a GM of the Company will be held at the offices of Seymour Pierce at 20 Old Bailey, London, EC4M 7EN on 29
September 2008 at 11:30 am, or so soon thereafter as the Annual General Meeting of the Company convened for the same date and place shall
have been concluded or adjourned, for the purpose of considering and, if thought fit, passed to:
(a) approve the acquisition for the purposes of Rule 14 of the AIM Rules for Companies (Ordinary
Resolution);
(b) approve the Rule 9 Waiver (Ordinary Resolution conducted on a poll);
(c) approve the adoption of and rules of a new share scheme (Ordinary Resolution);
(d) (i) implement the share capital reorganisation;
(ii) authorise the directors to allot the Consideration Shares under the terms of the Acquisition and generally pursuant to section 80
of the 1985 Act up to a maximum nominal amount of �2,293,283.10;
(iii) disapply statutory pre-emption rights pursuant to section 95 of the 1985 Act for the purposes of facilitating rights issues and
generally up to a maximum nominal amount of �193,798.60;
(iv) adopt the New Articles (Special Resolution); and
(e) change the name of the Company to "Sceptre Leisure Plc" (Special Resolution).
Annual Report and Accounts and AGM
The Company hereby notifies that the Annual Report and Accounts for the year ended 30 April 2008 have been posted to Shareholders along
with the Admission Document on 2 September 2008 and in accordance with AIM Rule 26 will be available on the Company Website
www.gamingking.co.uk. The Company's AGM will be held at the offices of Seymour Pierce at 20 Old Bailey, London, EC4M 7EN on 29 September
2008 at 11:00 am.
2 September 2008
Enquiries:
Gamingking Plc Today: +44 (0) 207 457 2020
Guy van Zwanenberg
Orb Holdings Limited Today: +44 (0) 207 457 2020
Ken Turner
Seymour Pierce Limited +44 (0) 207 107 8000
Sarah Jacobs /
Christopher Wren
College Hill Associates +44 (0) 207 457 2020
Matthew Smallwood /
Justine Warren
This information is provided by RNS
The company news service from the London Stock Exchange
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