Stride Gaming PLC Tarco acquisition - earn-out and Issue of Equity (9723L)

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

MSCXZLFLVZFZBBK

(END) Dow Jones Newswires

April 24, 2018 10:00 ET (14:00 GMT)