Winking Studios Limited Admission to AIM and First Day of Dealings

RNS Number : 1445M

Winking Studios Limited

14 November 2024

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.  FURTHER THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ORDINARY SHARES OF WINKING STUDIOS LIMITED (THE "COMPANY") IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

Neither this announcement, nor anything contained herein, nor anything contained in the Admission Document prepared and published by the Company on 11 November 2024 (the "Admission Document") in accordance with the AIM Rules for Companies published by London Stock Exchange plc shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any shares referred to in this announcement except solely on the basis of the information contained in the Admission Document including the risk factors set out therein.

 

14 November 2024

 

Winking Studios Limited

(the "Company" and together with its subsidiaries, the "Group")

 

Admission to AIM and First Day of Dealings

 

Winking Studios Limited (SGX:WKS), the AAA Art Outsourcing and Game Development business listed on the Catalist board of the Singapore Exchange Securities Trading Limited, is pleased to announce the admission of its shares to trading on the AIM Market of the London Stock Exchange ("Admission") ("Dual Listing"). Dealings will commence today at 8.00 a.m. (UK) under the ticker WKS (ISIN: KYG9722U1040).

 

As part of the Dual Listing, the Group has successfully raised £7.9 million by way of a placing (the "Placing"). The Placing was supported by the Company's existing majority shareholder Acer Gaming Inc, while Johnny Jan, the Founder and Chief Executive Officer, and Oliver Yen, the Finance Director and Group Chief Financial Officer, of the Company also participated in the Placing. Pursuant to the Placing, the Company has allotted and issued 52,666,667 new ordinary shares, including 40,000,000 shares, 666,667 shares and 266,667 shares issued to Acer Gaming Inc, Johnny Jan and Oliver Yen respectively.

 

Based on the placing price of 15 pence¹ per share ("Placing Price"), the Company's market capitalisation on Admission will be approximately £66 million².

 

The Admission Document was published on 11 November 2024 on the Company's website and SGXNet.

 

Strand Hanson Limited is acting as Financial and Nominated Adviser with S.P. Angel Corporate Finance LLP acting as Broker in relation to the Dual Listing.

 

Johnny Jan, Founder and Chief Executive Officer of Winking Studios Limited, said: "Dual Listing on AIM is a significant milestone in our 20-year history and I believe will serve as a powerful catalyst in our mission to become a global leader in video game art services. A London listing opens up a wealth of new opportunities, granting us access to a large pool of technology investors well-informed on the sector while enhancing our ability to expand our footprint and grow our client base across Europe and the Americas.

 

"I am grateful to our long-term investors for their continued support and welcome those who are joining us through the Dual Listing. I would also like to take this opportunity to thank our team for their hard work and dedication in getting us to this point. It has been an exciting journey to date, but I firmly believe we are still just getting started."

 

Jerry Kao, Chief Operating Officer of Acer and Member of the Board of Directors of Winking Studios Limited, commented: "Acer's increased investment in Winking Studios reflects our confidence in its potential to accelerate global growth and build on its achievements to date. An important part of Acer's strategy is to expand its interests in higher margin services and content markets, and we see Winking Studios as a valuable long-term enabler of this.

 

"On behalf of Acer, I would like to congratulate Johnny and his team on their AIM Dual Listing. We are pleased to reaffirm our support and remain committed to helping Winking Studios realise its ambitions."

 

Winking Studios Limited

 

Founded in 2004 and headquartered in Singapore with nine offices across Asia, the Company is led by its founder Johnny Jan and is ranked third in Asia and fourth in the world in terms of global revenue in the global game Art Outsourcing market³.

 

Working across a range of platforms including console, PC and mobile, the Company has collaborated with 22 of the world's top 25 game development companies, including Ubisoft, EA, Activision and Tencent, on high profile titles such as FIFA, Call of Duty and Assassins Creed.

 

Through its Art Outsourcing Services segment, the Group develops art, animation and visual effects including characters, environments, props and effects. Through its Game Development segment, the Group delivers development services from concept to programming and script writing to post-release support and maintenance.

 

Investment Highlights

 

·	Proven capabilities in art outsourcing and game development with a blue-chip customer base: Partnerships with three major game publishing platforms: Sony, Microsoft and Nintendo;
·	High-growth market: The video gaming sector, in particular the mobile and online gaming segments, is expected to continue to demonstrate strong growth;
·	Compelling cost advantage of outsourcing: Outsourcing represents an increasing proportion of game development budgets, and this trend is expected to continue going forward;
·	Limited product risk: Given its "work-for-hire" business model, the Group is not exposed as principal to the risks associated with ownership and development of these games;
·	Fragmented market: The global game art outsourcing industry remains fragmented, with most service providers being relatively small independent studios. The Group completed its first two acquisitions in H1 2024, is currently evaluating several targets and has a pipeline of potential acquisitions under consideration;
·	Strong growth: Significant organic growth over past four years, doubling headcount to 800+, increasing revenue to US$29.3m and growing Adjusted EBITDA to US$5.3m (FY23);
·	Forward earnings visibility from growing follow-on revenues: Focusing on successful multi-year, high growth mobile / online titles provides the Group with repeat revenue opportunities and enhanced earnings visibility with 18+ months indicative bookings; and
·	Backed by the Acer group4: Supportive shareholder (an aggregate direct and indirect shareholding interest post-Placing of 64.2%) with Acer Gaming's extensive network of relationships in the game development and art outsourcing industries as well as an in-depth understanding of the global gaming industry.

 

Use of Placing Proceeds and Dual Listing Rationale

 

The funds raised will supplement the Group's available cash resources, which exceeded US$30m⁵ before the Placing, and will be allocated to:

 

·	Actively pursuing strategic acquisitions, alliances and joint ventures in Asia and Europe to grow the Group's market share and increase operational capacity;
·	Establishing a stronger presence and broadening the Group's customer base in the North American and European markets, including by (i) increasing the Group's marketing and business development efforts; (ii) establishing a UK-based regional hub; and (iii) pursuing acquisitions of smaller studios in this region;
·	Enhancing the Group's current operational capabilities, which includes continuous development and improvement of the Group's AI capabilities; and
·	In addition to supporting strategic acquisitions and its growth strategy, the Dual Listing will provide access to a larger pool of knowledgeable tech investors, in order to diversify the Company's shareholder base.

 

¹The trading currency of the shares on AIM is in pence (GBX)

²Based on the Placing Price and the post-placing issued share capital 440,364,942 shares

³Source: Independent Market Report by China Insights Industry Consultancy Limited, October 2024

⁴Refers to Acer Gaming Inc and Acer SoftCapital Inc (both subsidiaries of Acer Inc)

⁵Comprising cash and cash equivalents, bond investments and proceeds raised in Company's placement exercise in July 2024

 

Enquiries

Singapore	UK
Winking Studios Limited Johnny Jan, Founder and Chief Executive Officer Oliver Yen, Finance Director and Group Chief Financial Officer	Via Alma
8PR Asia (Investor Relations) Alex Tan [phone]  [e-mail]	Alma Strategic Communications Justine James / David Ison / Emma Thompson [phone] [e-mail]
PrimePartners Corporate Finance Pte. Ltd. (Financial Adviser in Singapore) Marcus Yong / Pang Xu Xian [phone] / [phone]	Strand Hanson Limited (Financial and Nominated Adviser) James Harris / James Bellman  [phone]
	SP Angel Corporate Finance LLP (Broker) Stuart Gledhill / Charlie Bouverat (Corporate Finance) Abigail Wayne / Rob Rees (Corporate Broking) [phone]

 

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Canada, Australia, Japan, Singapore or the Republic of South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan, Singapore or the Republic of South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan, Singapore or the Republic of South Africa. The ordinary shares in the capital of the Company ("Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, delivered or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. There will be no public offer of the securities in the United States. Neither the US Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this document or the securities discussed herein or passed on or endorsed the merits of the Placing or the accuracy or adequacy of the contents of this Announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation (as defined below)) to be published.

This Announcement is addressed to and directed only at persons who are (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) No 2017/1129), or (b) persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation (Regulation (EU) No. 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation"), who (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order, or (c) persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply. Strand Hanson Limited ("Strand"), which is authorised and regulated in the United Kingdom by the FCA, has not authorised the contents of this Announcement and is acting exclusively for the Company, and no one else, in connection with Admission and the other matters referred to in this Announcement, and is not advising or treating as a client any other person nor will it be responsible to any person other than the Company (whether or not a recipient of this Announcement) for providing the protections afforded to its customers or for providing advice in relation to Admission or any other matters referred to in this Announcement. Neither Strand nor any of its affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Strand or any of its affiliates in connection with the Company or Admission.

SP Angel Corporate Finance LLP ("SP Angel") is acting only for the Company in connection with the matters described in this Announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of SP Angel or advice to any other person in relation to the matters contained herein.

Such persons should seek their own independent legal, investment and tax advice as they see fit. The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Strand or SP Angel that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law or regulation, neither the Company nor the Banks nor their respective affiliates assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

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.

 

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