TIDMSTR
RNS Number : 9723L
Stride Gaming PLC
24 April 2018
24 April 2018
Stride Gaming plc
("Stride Gaming", the "Company", or "the Group")
Tarco assets acquisition - agreed earn-out and Issue of
Equity
Stride Gaming plc (AIM: STR), a leading online gaming operator,
is pleased to announce that it has today agreed the final earn-out
consideration payable in respect of its August 2016 acquisition of
the Tarco assets ("Tarco").
Tarco's financial performance has been in line with the Board's
expectations, achieving an Adjusted EBITDA of GBP4.45m, based on
the audited results of Tarco for the period of 1 January 2017 to 31
December 2017. As set out in the circular to shareholders dated 3
August 2016, the earn-out payment is based on a multiple of 7.5
times Tarco's Adjusted EBITDA, less the initial consideration,
which will be settled in a mix of cash and new ordinary shares.
Subsequently, the agreed final Earn-out consideration is
GBP17,352,217 and will be split as previously agreed with
GBP7,753,238 to be satisfied by the issue of 3,168,076 new ordinary
shares of 0.01p each ("Earnout Shares") at 244.73p, being the
average closing price of the ordinary shares for the 90 day period
ending on 31 December 2017, and the remainder of GBP9,598,979
payable in cash.
As certain members on the GAL concert party are shareholders of
Tarco, the GAL concert party has been deemed to be acting in
concert with the other Tarco vendors for the purpose of The City
Code on Takeovers and Mergers ("City Code"). Accordingly, the
original GAL concert party has been extended to include Michael
Weinraub, Assaf Matityahu and Shlomi Zac ("Enlarged GAL concert
party"). Following the issue and allotment of the Earnout Shares,
the resultant holdings of ordinary shares by members of the
Enlarged GAL concert party respectively are as follows:
Number Resultant
of Earnout holding % of issued
Shares of Ordinary Ordinary
Shareholders shares shares
Gal Holdings 2,324,227 18,778,388 24.77%
Izak Cronje 0 16,454 0.02%
Eitan Boyd 185,938 2,611,151 3.44%
Darren Sims 77,474 1,160,984 1.53%
Ukudla 0 859,273 1.13%
Christo Oosthuizen 23,242 351,289 0.46%
Michael Weinraub 187,798 364,764 0.48%
Assaf Matityahu 250,397 584,067 0.77%
Shlomi Zac 119,000 275,992 0.36%
Total for the Enlarged
GAL concert party 3,168,076 25,002,362 32.98%
Application has been made for the 3,168,076 Earnout Shares to be
admitted to trading on AIM, with admission expected to take place
on 26 April 2018 ("Admission").
Following the issue of the Earnout Shares, there are 75,805,536
Ordinary Shares in issue. The Company holds no Ordinary Shares in
treasury and therefore this figure may be used by shareholders of
the Company as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the Financial Conduct Authority's Disclosure and Transparency
Rules.
Eitan Boyd, Chief Executive of Stride Gaming, commented:
"Tarco is proving an excellent strategic fit for Stride Gaming.
We are delighted with the performance of the business which is
already delivering synergies. This successful performance to date
demonstrates our ability to acquire and integrate quality
businesses, in line with our growth strategy."
The notification below, made in accordance with the requirements
of the EU Market Abuse Regulation, provides further detail.
1 Details of PDMR
---- ---------------------------------------------------------------
(a) Name Eitan Boyd
(Legal title to these shares
is held by Guardian Trust
Company Limited as trustee
for the Alon Trust. The
beneficiaries of the Alon
Trust are Eitan Boyd, his
wife and children
---- ------------------------------- ------------------------------
(b) Position/status Chief Executive Officer
---- ------------------------------- ------------------------------
(c) Initial notification/amendment Initial Notification
---- ------------------------------- ------------------------------
2 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- ---------------------------------------------------------------
(a) Description Ordinary Shares of GBP0.01
of the financial each
instrument ISIN:JE00BWT5X884
---- ------------------------------- ------------------------------
(b) Nature of the Vendor Earn Out consideration
transaction
---- ------------------------------- ------------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s) -------------- ----------
244.73 pence 185,938
-------------- ----------
---- ------------------------------- ------------------------------
(d) Aggregated information N/A
Aggregated volume
Price
---- ------------------------------- ------------------------------
(e) Date of the 24 April 2018
transaction
---- ------------------------------- ------------------------------
(f) Place of the Outside a trading venue
transaction
---- ------------------------------- ------------------------------
1 Details of PDMR
---- ----------------------------------------------------------------
(a) Name Darren Sims
(Legal title to these shares
is held by Clermont Corporate
Services Limited in its
capacity as trustee for
the Monkey George Trust.
The beneficiaries of the
Monkey George Trust are
Darren Sims, his wife and
children)
---- ------------------------------- -------------------------------
(b) Position/status Chief Operating Officer
---- ------------------------------- -------------------------------
(c) Initial notification/amendment Initial Notification
---- ------------------------------- -------------------------------
2 Details of the transaction(s): section
to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- ----------------------------------------------------------------
(a) Description Ordinary Shares of GBP0.01
of the financial each
instrument ISIN:JE00BWT5X884
---- ------------------------------- -------------------------------
(b) Nature of the Vendor Earn Out consideration
transaction
---- ------------------------------- -------------------------------
(c) Price(s) and Price(s) Volume(s)
volume(s) -------------- ----------
244.73 pence 77,474
-------------- ----------
---- ------------------------------- -------------------------------
(d) Aggregated information N/A
Aggregated volume
Price
---- ------------------------------- -------------------------------
(e) Date of the 24 April 2018
transaction
---- ------------------------------- -------------------------------
(f) Place of the Outside a trading venue
transaction
---- ------------------------------- -------------------------------
1. A final earnout payment in cash of GBP455,047 was also made
to Guardian Trust Company Limited as trustee for the Alon Trust.
The beneficiaries of the Alon Trust are Eitan Boyd, his wife and
children. Eitan Boyd is the CEO of Stride Gaming.
2. A final earnout payment in cash of GBP189,603 was also made
to Clermont Corporate Services Limited in its capacity as trustee
for the Monkey George Trust. The beneficiaries of the Monkey George
Trust are Darren Sims, his wife and children. Darren Sims is the
COO of Stride Gaming.
Enquiries:
Stride Gaming plc
Nigel Payne (Non-Executive Chairman)
Eitan Boyd (Chief Executive Officer) +44 (0)
Ronen Kannor (Chief Financial Officer) 20 7284
www.stridegaming.com 6080
Shore Capital (Nominated Adviser
and Broker) +44 (0)
Mark Percy 20 7408
Toby Gibbs 4090
Hudson Sandler (Financial PR)
Alex Brennan +44 (0)
Hattie O'Reilly 20 7796
Bertie Berger 4133
About Stride Gaming plc:
Stride Gaming plc, listed on AIM, is a leading online gaming
operator. The Company operates a multi-branded strategy, using a
combination of its proprietary and licensed software to provide
online bingo and slot gaming and a social gaming mobile
application.
Stride Gaming's real money offering is presently focused on the
UK market, where it is licensed and only operates from the
regulated jurisdictions of the UK and Alderney. The Company has an
international reach in the mobile social gaming market with a focus
on North America. With a diverse portfolio of 143 brands, Stride
Gaming is the fourth largest online bingo operator in the UK, and
has over 25% share of the UK online bingo landscape.
Stride Gaming operates a B2B platform, Stride Together, through
which the company licences its proprietary platform to gaming
operators, media partners and retailers in the UK and globally,
enabling them to create an online presence for their customers and
enabling Stride to penetrate new and non-bingo verticals both
within UK markets and overseas territories.
Further information on the Group is available at:
www.stridegaming.com
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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