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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Stride Gaming Plc | LSE:STR | London | Ordinary Share | JE00BWT5X884 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 149.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMSTR
RNS Number : 8977H
Stride Gaming PLC
23 August 2016
23 August 2016
Stride Gaming plc
("Stride Gaming", or the "Company")
Result of General Meeting
On 29 July 2016, Stride Gaming plc (AIM:STR), the multi-branded online gaming operator, announced the proposed: (i) acquisitions of 8Ball, Netboost Media and the assets of Tarco, (ii) placing of 12,000,000 new Ordinary Shares at 225 pence per share; and (iii) waiver of the obligations under Rule 9 of the Takeover Code, each of which were subject, inter alia, to approval by Shareholders of the Resolutions set out in the Notice of General Meeting.
The Company is pleased to announce that all Resolutions were passed unanimously at the General Meeting which took place earlier today.
The voting results below show the total of all the votes cast by way a poll in relation to the three Resolutions with the results of the poll in relation to Resolution 1 showing only the votes cast by Independent Shareholders (being the only Shareholders permitted to vote on such resolution).
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Resolution Votes for Votes Against Votes withheld Total votes cast % of qualifying issued
share capital voted
Ordinary resolution for
the approval of the Rule
9 Waiver 22,665,469 0 0 22,665,469 76.36%
----------- -------------- --------------- ----------------- -------------------------
Ordinary resolution to
grant the Directors
authority to allot and
issue the Placing
shares,
the Tarco Consideration
Shares, the 8Ball Earn
Out Consideration
Shares, the Consultant
Shares
and to grant the
Matityahu Options and
the LTIP Awards 44,257,348 0 0 44,257,348 86.27%
----------- -------------- --------------- ----------------- -------------------------
Special resolution to
dis-apply statutory
pre-emption rights
granted under the
Articles in
respect of the allotment
and issue of the Placing
Shares, the Consultant
Shares and the grant
of the Matityahu Options
and LTIP Awards 44,257,348 0 0 44,257,348 86.27%
----------- -------------- --------------- ----------------- -------------------------
Application has been made to the London Stock Exchange for admission of the 12,000,000 Placing Shares to trading on AIM ("Admission") and it is expected that Admission will become effective at 8.00 a.m. on 24 August 2016. The Placing Shares will rank pari pasu in all respects with all existing Ordinary Shares in the Company. Following admission of the Placing Shares, the Company will have 63,300,584 Ordinary Shares in issue with voting rights. This figure may be used by the Company's shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in the share capital of the Company under the DTRs. The Company does not hold any shares in treasury.
As previously announced, completion of the Acquisitions is expected to occur on or around 31 August 2016 and application will be made for the Tarco Initial Consideration Shares to be admitted to trading on or around that time.
Maximum Enlarged GAL Concert Party holding of Ordinary Shares
As announced on the 29 July 2016 and disclosed in the Circular dated 3 August 2016, if (i) all of the Tarco Earn Out Consideration Shares are issued by the Company as part of the earn out consideration payable in connection with the Tarco Acquisition; (ii) all of the Matityahu Shares are issued by the Company following the exercise of the Matityahu Options; (iii) all of the Consultant Shares are issued by the Company following the exercise of the Consultant Options; and (iv) all of the LTIP Shares are issued by the Company following the exercise of the LTIP Awards, the expected aggregate interest of the Enlarged GAL Concert Party will be 42.86 per cent. of the voting rights of the Company (assuming that (i) the Approved Options are not exercised; (ii) the maximum number of the Placing Shares are issued pursuant to the Placing; (iii) no other new Ordinary Shares are issued by the Company (including pursuant to the 8Ball Acquisition); and (iv) no Ordinary Shares are transferred by the relevant members of the Enlarged GAL Concert Party to persons who are not members of the Enlarged GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
In circumstances where all of the Approved Options are also exercised, the expected aggregate interest of the Enlarged GAL Concert Party will increase to 45.12 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of Placing Shares are issued pursuant to the Placing; (ii) no other new Ordinary Shares are issued by the Company; and (iii) no Ordinary Shares are transferred by the relevant members of the Enlarged GAL Concert Party to persons who are not members of the Enlarged GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
In circumstances where the Acquisitions do not complete and: (i) all of the LTIP Shares are issued by the Company following the exercise of the LTIP Awards; and (ii) all of the Approved Options are also exercised, the expected aggregate interest of the Original GAL Concert Party will be 37.72 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of the Placing Shares are issued pursuant to the Placing; (ii) the Consultant Options are not exercised; (iii) no other new Ordinary Shares are issued by the Company; and (iv) no Ordinary Shares are transferred by the relevant members of the Original GAL Concert Party to persons who are not members of the Original GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
In circumstances where the Acquisitions do not complete and: (i) all of the LTIP Shares are issued by the Company following the exercise of the LTIP Awards; (ii) all of the Consultant Shares are issued by the Company following the exercise of the Consultant Options; and (iii) all of the Approved Options are also exercised, the expected aggregate interest of the Original GAL Concert Party will be 38.20 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of the Placing Shares are issued pursuant to the Placing; (ii) no other new Ordinary Shares are issued by the Company; and (iii) no Ordinary Shares are transferred by the relevant members of the Original GAL Concert Party to persons who are not members of the Original GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
Enlarged GAL Concert Party Interests in Stride Gaming shares
As announced on the 29 July 2016 and disclosed in the Circular dated 3 August 2016, the current interest of the members of the Enlarged GAL Concert Party together with their maximum expected shareholdings following: (i) completion of the Placing and the Tarco Acquisition; (ii) the issue of the Tarco Earn Out Consideration Shares (if any); and (iii) the issue of Ordinary Shares pursuant to the Approved Options; and (iv) the issue of the LTIP Shares (if any) (and assuming (i) no additional issues of Ordinary Shares including pursuant to the 8Ball Acquisition; and (b) no transfers of Ordinary Shares by members of the Enlarged GAL Concert Party (including pursuant to the TTE Share Transfer Agreement) are set out below:
As at Following Following Following Following Following
the date Admission the issue the issue the issue the issue
of this and completion of the maximum of the Matityahu of the Consultant of the LTIP
announcement of the Apollo Apollo Earn Shares Shares Shares(5)
Acquisition(5) Out Consideration
Shares(5)
Name Number % Number Number % Number % Number % Number % Number %
of Ordinary of of Ordinary of Ordinary of Ordinary of Ordinary of Ordinary
Ordinary Share Approved Ordinary Share Ordinary Share Ordinary Share Ordinary Share Ordinary Share
Shares Capital Options Shares Capital Shares Capital Shares Capital Shares Capital Shares Capital
------------- --------------------------- --------- ---------- ------------------- ---------- ------------------- ---------- ------------------- ---------- ------------------- ---------- ------------------ ----------
Gal Holdings Limited 16,868,743 32.88% 0 19,058,918 28.65% 22,870,932 31.89% 22,870,932 31.86% 22,870,932 31.63% 22,870,932 31.35% Izak Cronje (and wife) 0 0.00% 0 0 0.00% 0 0.00% 0 0.00% 520,000 0.72% 520,000 0.71% Eitan Boyd(1) 2,249,999 4.39% 750,000 2,425,213 3.65% 2,730,174 3.81% 2,730,174 3.80% 2,730,174 3.78% 2,973,364 4.08% Darren Sims(2) 937,498 1.83% 750,000 1,083,510 1.63% 1,210,577 1.69% 1,210,577 1.69% 1,210,577 1.67% 1,453,767 1.99% Ronen Kannor 0 0.00% 500,000 0 0 0 0.00% 0 0.00% 0 0.00% 145,914 0.20% Ukudla Commodities Limited(3) 1,229,055 2.40% 0 1,229,055 1.85% 1,229,055 1.71% 1,229,055 1.71% 1,229,055 1.70% 1,229,055 1.68% Christo Oosthuizen4 331,584 0.65% 500,000 375,388 0.56% 413,508 0.58% 413,508 0.58% 413,508 0.57% 413,508 0.57% Alan Feldman 0 0.00% 500,000 0 0.00% 0 0.00% 0 0.00% 0 0.00% 0 0.00% Original GAL Concert Party 21,616,879 42.14% 3,000,000 24,172,084 36.34% 28,454,246 39.68% 28,454,246 39.63% 28,974,246 40.07% 29,606,540 40.59% ============= =========================== ========= ========== =================== ========== =================== ========== =================== ========== =================== ========== ================== ========== Michael Weinraub 0 0.00% 0 176,966 0.27% 484,977 0.68% 484,977 0.68% 484,977 0.67% 484,977 0.66% Assaf Matityahu 3,333 0.01% 0 333,670 0.50% 744,351 1.04% 822,173 1.15% 822,173 1.14% 822,173 1.13% Shlomi Zak 0 0.00% 0 156,992 0.24% 352,167 0.49% 352,167 0.49% 352,167 0.49% 352,167 0.48% Enlarged GAL Concert Party 21,620,212 42.14% 3,000,000 24,839,712 37.34% 30,035,741 41.88% 30,113,563 41.94% 30,633,563 42.36% 31,265,857 42.86% Issued Share Capital of the Company 51,300,584 100.00% 0 66,520,084 100.00% 71,716,113 100.00% 71,793,935 100.00% 72,313,935 100.00% 72,946,229 100.00% ============= =========================== ========= ========== =================== ========== =================== ========== =================== ========== =================== ========== ================== ==========
1. 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.
2. 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.
3. Ultimately owned by Rubin Feldman, the father of Alan Feldman (a consultant to Group companies).
4. Of these shares, 25,000 are held by Christo Oosthuizen in his own name and for the remainder, the legal title is held by Geneva Management Group (BVI) Limited.
This table above assumes that none of the Approved Options are exercised but that the maximum number of Placing Shares are issued pursuant to the Placing and the maximum number of Tarco Consideration Shares are issued pursuant to the Tarco Acquisition. In circumstances where all of the Approved Options are also exercised, the expected aggregate interest of the Enlarged GAL Concert Party will increase from 42.86 per cent. to 45.12 per cent. of the voting rights of the Company (assuming that: (i) the maximum number of Placing Shares are issued pursuant to the Placing; (ii) the Matityahu Shares are issued, (iii) the Consultant Shares are issued, (iv) the maximum LTIP Shares are issued; (v) no other new Ordinary Shares are issued by the Company; and (vi) no Ordinary Shares are transferred by the relevant members of the Enlarged GAL Concert Party to persons who are not members of the Enlarged GAL Concert Party (including those which may be transferred pursuant to the TTE Share Transfer Agreement)).
Terms defined in the Circular dated 3 August 2016 have the same meaning in this announcement, save where the context otherwise requires.
For further information on the Company, visit www.stridegaming.com
Enquiries:
Stride Gaming plc
Nigel Payne (Non-Executive Chairman)
Eitan Boyd (Chief Executive Officer) + 44 (0) 20
Ronen Kannor (Chief Financial Officer) 7284 6080
Canaccord Genuity Limited
(Nominated Adviser, Joint Bookrunner
and Joint Broker)
Bruce Garrow
Emma Gabriel +44 (0) 20 7523
Richard Andrews 8000
Shore Capital
(Joint Bookrunner and Joint Broker)
Simon Fine
Mark Percy +44 (0) 20
Toby Gibbs 7408 4090
Yellow Jersey PR +44 (0) 7825
(Financial PR) 916 715
Alistair de Kare-Silver +44 (0) 7748
Felicity Winkles 843 871
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMAKNDKCBKKOFB
(END) Dow Jones Newswires
August 23, 2016 05:12 ET (09:12 GMT)
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