Proposed Acquisition of Bidstack Limited & Placing
31 August 2018
Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon publication of this Announcement, this information is now considered to be in the public domain.
KIN GROUP PLC
("Kin Group" or "the Company" or "the Group")
PROPOSED ACQUISITION OF BIDSTACK LIMITED AND PLACING
Highlights
· Proposed all share acquisition of bidstack Limited ("bidstack") for £6.8m
· Oversubscribed Placing to raise £3.5m and Vendor Placing to raise £0.77m for certain bidstack shareholders, at 6 pence per share
· Admission of the enlarged ordinary share capital to trading on AIM expected to be on 19 September 2018
· Change of name to Bidstack Group Plc
· Notice of General Meeting
On 5 June 2018, the Company announced that it had invested £400,000 by way of the Convertible Loan Note in bidstack and that it was in discussions which might lead to the acquisition of the entire issued, and to be issued, share capital of bidstack by way of a Reverse Takeover.
Kin Group announces that it has today entered into a conditional agreement to acquire the entire share capital of bidstack other than the shares to be issued to it pursuant to the exercise of its conversion rights arising under the Convertible Loan Note, for an aggregate consideration of approximately £6.8 million. The consideration is to be satisfied by the issue of the Consideration Shares to the Vendors and the other Bidstack Shareholders. The Company is today publishing an admission document concerning the proposals ("Admission Document")
At the same time, the Company has conditionally raised approximately £3.5 million by way of a Placing by Peterhouse Capital ("Peterhouse") in order to provide working capital to finance the growth of the Enlarged Group. In addition certain Bidstack Shareholders have conditionally agreed to sell 12,820,245 Consideration Shares by way of a Vendor Placing.
The Placing was significantly over-subscribed.
bidstack has developed proprietary technology to insert native advertising seamlessly into video games dynamically and in real time. The Existing Directors believe that bidstack is a dynamic young business in a sector which they believe is capable of significant growth, and that the Acquisition presents the Company and its shareholders with an exciting opportunity to invest in a business with significant potential in a developing technology sector.
bidstack
bidstack is a provider of native in-game advertising that is dynamic, targeted and automated, serving the global video games industry across multiple platforms.
· bidstack's technology inserts adverts into natural advertising space within video games;
· the adverts appear authentic and "natural" to the environment and do not adversely affect the gamer's experience;
· adverts cannot be excluded with ad-blocking software;
· advertisers can target users based on age, gender and location and can rapidly change their campaigns in real time;
· bidstack can display different advertisements to different users playing the same game;
· bidstack's platform is connected to on-line ''programmatic advertising'' platforms.
Donald Stewart, Chairman of Kin Group, said:
"I am delighted to announce the proposed acquisition of bidstack and an associated Placing. The Placing was over-subscribed, which enabled us to raise additional funds for the Company and also facilitate the sale of shares on behalf of certain Bidstack Shareholders.
"bidstack has developed proprietary technology which links programmatic advertising platforms directly into video games, one of the largest entertainment industries in the world, enabling targeted native advertising to be inserted seamlessly, dynamically and in real time.
"Ad tech is an exciting, new and growing sector. bidstack's technology, in-depth knowledge of the market and existing relationships (including Sega), combined with its first mover advantage, positions the business well to become a market leader in native advertising in the global video games sector. I believe this presents Kin and its shareholders with an exciting opportunity to invest in a business with significant potential in a developing technology sector."
On completion of the Acquisition, James Draper and Francesco Petruzzelli, the co-founders of bidstack, will join the Board as Chief Executive Officer and Chief Technology Officer respectively. John McIntosh will also join the Board as Finance Director.
Further information about each of the Proposed Directors including the information required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies is set out later in this announcement.
A General Meeting of the Company to approve the Acquisition has been convened for 10 a.m. on 17 September 2018 at the offices of Peterhouse Capital Limited, 3 New Liverpool House, 15 Eldon Street, London, EC2M 7LD. If the resolutions put to the General Meeting are approved by shareholders, it is expected that the enlarged ordinary share capital will be admitted to AIM and dealings in the Company's shares will commence on or around 19 September 2018.
The Company's shares were suspended from trading on AIM on 1 March 2018 and, under the AIM Rules, a company may remain suspended for a maximum period of six months. As announced on 16 August 2018, the Existing Directors believe that, following the publication of the Admission Document, trading in the Company's shares will remain suspended until the Acquisition is completed. If Shareholders do not vote in favour of the Proposals then, pursuant to Rule 14 of the AIM Rules for Companies, admission of the Company's Existing Ordinary Shares will be cancelled at 7.00 a.m. on 18 September 2018 and the Directors will consider alternative options for the Company.
Further information on the Proposals is set out below and contained in the Admission Document which is available on Kin's website: www.kingroupplc.com
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Kin Group plc Donald Stewart, Chairman Lindsay Mair, Non Executive Director John Taylor, Non Executive Director
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+44 (0) 7786 575 372 |
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Spark Advisory Partners Limited (Nominated Adviser) Mark Brady / Neil Baldwin / James Keeshan
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+44 (0) 203 368 3550 |
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Peterhouse Capital Limited (Broker) Eran Zucker / Lucy Williams / Duncan Vasey
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+44 (0) 20 7469 0930 |
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Belvedere Communications (Financial PR) Cat Valentine / Llew Angus |
+44 (0) 20 3567 0515
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INTRODUCTION
On 5 June 2018, the Company announced that it had invested £400,000 by way of the Convertible Loan Note in bidstack and that it was in discussions which might lead to the acquisition of the entire issued, and to be issued, share capital of bidstack by way of a Reverse Takeover.
The Company has announced today that it has now conditionally agreed terms to acquire the issued, and to be issued, share capital of bidstack, other than the shares to be issued to it pursuant to the exercise of its conversion rights arising under the Convertible Loan Note, for an aggregate consideration of approximately £6.8 million, to be satisfied by the issue of the Consideration Shares to the Vendors and the other Bidstack Shareholders. At the same time, the Company will raise approximately £3.5 million by way of the Placing of the Placing Shares in order to provide working capital to finance the growth of the Enlarged Group and certain Bidstack Shareholders propose to sell 12,820,245 Consideration Shares at the Placing Price through the Placing of the Vendor Placing Shares.
The Acquisition, if completed, will constitute a reverse takeover of the Company under the AIM Rules for Companies and is, therefore, subject to the approval of Shareholders at the General Meeting.
Implementation of the Proposals will result in certain of the Bidstack Shareholders being deemed to be acting in concert for the purposes of the Takeover Code. The Concert Party will hold 72,908,422 New Ordinary Shares, representing approximately 36.67 per cent. of the Enlarged Ordinary Share Capital. In addition, if all the Management Options and the Replacement Option held by, or to be issued to, members of the Concert Party were exercised (and no other Share Options or Warrants are exercised), the Concert Party would hold a total of 100,207,922 New Ordinary Shares representing 44.32 per cent. of the Company's then issued share capital. Under Rule 9 of the Takeover Code, the Concert Party would normally be obliged to make an offer to all Shareholders (other than the Concert Party) to acquire their Ordinary Shares for cash at the Placing Price. The Panel has agreed to waive this obligation, subject to the approval of the Independent Shareholders on a poll of the Whitewash Resolution at the General Meeting.
The Directors believe that it is appropriate, should the Acquisition be approved by Shareholders at the General Meeting and be completed, that the name of the Company be changed to Bidstack Group Plc to reflect the business of the Enlarged Group.
The Proposals are conditional, among other things, on the passing of the Resolutions and Admission. If the Resolutions are approved by Shareholders, it is expected that Admission will become effective and dealings in the Enlarged Ordinary Share Capital will commence on AIM on or around 19 September 2018. The General Meeting of the Company at which the Resolutions will be proposed has been convened for 10 a.m. on 17 September 2018 at the offices of Peterhouse Capital Limited, 3 New Liverpool House, 15 Eldon Street, London, EC2M 7LD
BACKGROUND TO AND REASONS FOR THE ACQUISITION
Kin became a ''Rule 15 cash shell'' under Rule 15 of the AIM Rules for Companies with effect from 30 August 2017, the date on which its principal trading subsidiary, Kin Wellness Limited, appointed administrators. Under Rule 15 of the AIM Rules for Companies, Kin became obliged to make an acquisition or acquisitions which constitute(s) a reverse takeover under AIM Rule 14.
Both Lindsay Mair and John Taylor were appointed to the Board on 15 November 2017, on completion of a placing to raise £1m before expenses and a company voluntary arrangement and the resignation of all the then directors of Kin, other than Donald Stewart. Following that the Company had discussions with several businesses interested in obtaining a listing through a reverse takeover (''RTO'') into the Company.
The London Stock Exchange suspended trading in the Company's ordinary shares on AIM pursuant to Rule 15 of the AIM Rules for Companies at 7.30 a.m. on 1 March 2018 as the Company had not completed a RTO by 28 February 2018.
Since then, the Existing Directors have considered a wide range of potential acquisitions.
On 5 June 2018 the Company announced that it had subscribed £400,000 for the Convertible Loan Note issued by bidstack and that it was in discussions which might lead to the acquisition of the entire issued, and to be issued, share capital of bidstack by way of a Reverse Takeover.
The Existing Directors believe that bidstack is a dynamic young business in a sector which they believe is capable of significant growth, and that the Acquisition presents the Company and its Shareholders with an exciting opportunity to invest in a business with significant potential in a developing technology sector.
Accordingly, the Directors propose that, subject to approval of the Resolutions by the Shareholders at the General Meeting, the Company should acquire the entire issued share capital of bidstack. The Enlarged Group's operations would thereafter constitute exclusively those of bidstack, which is the provision of in-game digital advertising. Details of the business and operations of bidstack are set out below.
INFORMATION ON BIDSTACK
Introduction
bidstack is a provider of native in-game advertising that is dynamic, targeted and automated, serving the global video games industry across multiple platforms. Its proprietary technology is capable of inserting adverts into natural advertising space within video games. The key benefit of native in-game advertising over non-native variants (e.g. video rolls and banner ads) is that it appears authentic and ''natural'' to the environment and does not adversely affect the gamer's experience. In addition, bidstack's advertisements cannot be excluded with ad-blocking software and the gamer cannot and has no need to skip through the advertisement. bidstack's advertisements retain and can enhance the authenticity of the game's artwork.
Using bidstack's technology, advertisers can rapidly change their campaigns in real time, in response to market trends and business needs. Video games publishers can connect to bidstack's software platform in a matter of days, or even hours, monetising their available advertising space quickly. Flexible pricing ensures that the available advertising opportunities can generate market driven revenues for games publishers and developers at all times.
Advertisers can target the users they want to reach based on age, gender and location. bidstack is able to display different advertisements to different users playing the same game so that adverts are delivered to the most relevant players to the advert, matching the advertiser's campaign requirements. bidstack is able to provide detailed campaign analytics to advertisers and gaming data to publishers.
bidstack's platform is connected to the operators of a number of on-line advertising platforms, known as ''programmatic advertising'' platforms. Brand owners allocate programmatic advertising spend to such global trading desks (DSPs) and bidstack makes its advertising opportunities available on these DSP platforms. DSPs allocate advertising spend to bidstack based on targeted demographics.
bidstack's proprietary API technology integrates across multiple video games platforms (mobile, PC and console), opening up in-game advertising opportunities at scale.
bidstack's customers are games publishers and developers (on the supply side), and advertising agencies, brands and programmatic advertising platforms (on the demand side). bidstack secures exclusive access to the native in-game advertising space within video games from their developers or publishers. bidstack sells that advertising space either direct to specific brands or programmatic advertising platforms.
The operators of programmatic advertising platforms have Supply Side Platforms (SSPs) and Demand Side Platforms (DSPs) which handle bids for the opportunity to advertise in bidstack's games on a cost per thousand impression (CPM) basis. bidstack receives advertising revenues and pays an agreed share to relevant video game publishers and/or developers.
bidstack successfully launched in Football Manager 18 in June 2018 and its technology is now integrated into four games. bidstack intends to broaden significantly the number of games into which its technology is integrated and is in discussions with a number of games publishers with a view to agreeing further exclusive contracts to place advertising in their games.
bidstack has a number of agreements in place with the operators of programmatic advertising platforms which the Directors believe provide access for around a further 150 integrated buy side platforms. bidstack plans to widen its demand side customer base further, both directly to specific brands and through other agencies.
The net proceeds of the Placing will be used to finance the next stage of growth of the business, principally through expansion of bidstack's sales team, further development of the range and efficacy of bidstack's products and to provide general working capital for the business.
History
bidstack was formed in October 2015 by James Draper, its CEO and major shareholder. Francesco Petruzzelli, bidstack's CTO and a significant shareholder, also joined the business in October 2015.
bidstack's initial focus was on the Digital Out Of Home advertising market. It developed software technology to allow smaller businesses and localised retailers to purchase excess capacity on physical digital billboards. However, bidstack's technology was resisted by the DOOH operators and advertising agencies who controlled advertising spend.
In 2017, bidstack decided to refocus on in-game virtual billboards, leveraging an existing relationship with Sega Europe.
bidstack completed its change of focus to native in-game advertising around mid 2017. Utilising its DOOH software platform, the business was originally conceived to sell advertising inventory direct to advertisers via bidstack's website. In October 2017, bidstack signed its first contract with digital game publisher, Sports Interactive (part of Sega Europe). The contract gave bidstack exclusive access to a number of the virtual billboards in Football Manager 2018, 2019 and 2020.
In-game testing in Football Manager took place in November and December 2017, integrating bidstack's API into the game, which confirmed that the technology would work at scale.
Although native advertising in video games already exists, it has traditionally been built into the video game as part of the game's artwork when the game is developed. As a result, a game's billboard advertising could only be changed when the game was re-released or updated, typically once a year. In some cases, video games developers have agreed to pay royalties to brands in order to integrate them into the games.
bidstack has carried out several equity fundraising rounds, broadly across four tranches. bidstack was seeded with approximately £33,000, mainly from friends and family in late 2015. It then conducted a crowdfunding raise of approximately £140,000 around March 2016 and a further equity raise of approximately £137,000 around August 2016. Between January and August 2017 bidstack raised a further approximately £312,000. Its most recent equity fundraising round brought in a further £350,000 between November 2017 and June 2018 and Kin subscribed £400,000 for the Convertible Loan Note, which will be converted into equity in bidstack on Admission, in June 2018.
bidstack currently has nine employees and is based at offices at Here East in Stratford, a tech hub housed in the former Press Office of the London 2012 Olympics. Sports Interactive, the games development studio of Football Manager, is based at the same site.
bidstack's product
bidstack is an advertising technology company, which has developed software to place native in-game advertising in video games across multiple platforms. bidstack's application programming interface (''API'') technology is proprietary and inserts advertising on to virtual billboards, and other natural advertising opportunities in video games in real time.
The software is scalable, easy to use and has been designed to work in the increasingly automated world of global advertising. The Directors believe that a large amount of digital advertising is now bought programmatically on behalf of advertising agencies through on-line trading platforms. The software required to link into these platforms is complex and bidstack used a third party to develop the necessary interface. bidstack is now able to provide a complete link between the buyers of programmatic advertising and the placing of their advertising copy into video games.
The software is platform-agnostic and works across traditional games consoles, PCs and laptops, and on tablets and mobile phones. The technology connects into the game through a two-way API, enabling bidstack to collect anonymised analytics on video gamers, including gender, age, location, time spent playing and detailed proof of advertising impressions. This information is attractive to advertisers as it allows advertising to be targeted to meet campaign demographics.
The contracts signed with games developers and/or publishers to date are exclusive and are typically for three years. This gives bidstack control over agreed amounts of virtual advertising space for the duration of the contract, creating an effective barrier to entry.
bidstack's customers
bidstack has two sets of customers. On the demand side are advertising agencies, buyers for specific brands and operators of programmatic advertising platforms. On the supply side are games publishers, owners and developers.
The Demand Side - Advertising agencies, brand owners and programmatic advertising platforms
Advertisers pay bidstack for their adverts to appear on virtual billboards and other native advertising opportunities inserted into video games using bidstack's software. Much of the advertising is bought programmatically, where computer algorithms automate the process of buying through DSPs and SSPs. According to eMarketer, over 80 per cent of US digital display advertising is now secured in this manner (source: eMarketer, April 2017).
bidstack's sales team markets both directly to brand owners and, increasingly, indirectly via advertising agencies who purchase advertising on behalf of their customers.
The amount of native advertising space in a video game can vary significantly. Under the terms of its contract with the game publisher, bidstack agrees to host a pre-agreed proportion of the available advertising space, which it then effectively controls for the duration of its contract with the publisher.
For instance, Football Manager has 12 billboards in the game, each capable of showing advertising. Each advertisement loop typically runs for 8 seconds and is visible to the player at all times. The advertisers pay bidstack on the basis of the number of impressions, being the number of times an advertisement is seen by a discrete player on the basis of a cost per thousand views (''CPM'') as agreed with the advertiser/brand owner.
On a typical day, around 150,000 people play Football Manager, with an average time in the game of 4 hours per day. Based on evidence gathered during the trial phase, this generates around 25 million potential impressions per day.
bidstack has agreements in place with the operators of a number of major DSPs which, in turn give access to a further approximately 150 integrated buy-side platforms representing thousands of brands and a substantial customer base to whom in-game advertising can be sold.
The Supply Side - Video game publishers and developers
Traditionally, those publishers who have exploited their native in-game advertising opportunities have negotiated contracts with advertisers prior to the game launch. Other games publishers do not sell in- game advertising and instead rely on video pre-rolls, banner ads or other intrusive forms of advertising to enhance revenues.
bidstack secures exclusive contracts with video games publishers and developers to gain access to their native in-game advertising opportunities typically for three years in return for a share of the revenues received by bidstack from advertisers. The revenue share is agreed on a contract by contract basis with each publisher.
The integration of bidstack's API into a game has been successfully proven in Football Manager 2018. Football Manager was developed by the Sports Interactive design studio and is published by Sega Europe. It releases an updated version of the game every November and has sold over 1 million copies for each annual version from 2013 to 2017 inclusive. The Directors believe Football Manager2018 has an advertising inventory worth over £100 million per year.
The arrangement with Sports Interactive gives bidstack exclusive access to native in-game advertising for six of the 12 available billboards in the 2018 version. The remaining six will continue to display existing advertising that was 'hard wired' into the game at launch in November 2017. bidstack will have exclusive access to 11 of the 12 billboards in the 2019 and 2020 releases.
bidstack has agreed further exclusive contracts with other games publishers including Childish Things (Cricket Captain), Tower Studios (Sociable Soccer) and The Game Wall (WarGate, Racers Squad and Eximus) for exclusive access to native advertising opportunities in selected games within their portfolio. bidstack is in discussions with numerous other games publishers and developers to extend the games in its portfolio.
Because advertisements inserted into video games with bidstack's software will appear on pirated versions of those games and impressions generated on those pirated versions can be measured, publishers and developers will be able to monetise pirated copies of video games.
Competition
The Directors believe that there are no other providers of native in-game advertising whose business model is to control in-game advertising opportunities through exclusive deals with video games publishers and developers with the technology to fill those opportunities with high volume and targeted programmatic advertising.
While other native in-game advertising technology companies can provide specific brands with pre- negotiated access to certain games, the Directors believe that they are not able to provide buyers of programmatic advertising direct placement of copy into native in-game advertising opportunities and cannot target demographics in the same manner as bidstack.
Due to the market potential the Directors expect further competitors to emerge in the next few years. By securing exclusive contracts with games publishers and developers, the Directors believe that the Enlarged Group will be well placed to expand its service offering and be a leader in this market.
Advantages of bidstack's technology
Video game publishers and developers
For video game publishers and developers, the inclusion of bidstack's software in their games has the following benefits:
· By giving control of the advertising opportunities contained in their games to bidstack, video games publishers and developers can outsource the generation of advertising revenue in their video games to a third party which can fill the space and share the resulting revenue with them.
· bidstack's connections with programmatic advertising platforms gives the developers and publishers the advantage of access to flexible advertising pricing based on market demand which can be used to maximise utilisation of advertising space.
· The ability to update virtual advertising billboards dynamically and in real time, rather than only on re-release or with software updates, should increase advertising revenues from video games. This is particularly relevant as the price of video games is under constant pressure leaving game developers and publishers looking for new ways to monetise their games.
· Native in-game advertising can provide a revenue stream to video game publishers and developers from free, retro and pirated copies of their games.
Advertising Agencies and Brands
bidstack's technology gives advertising agencies and brands the following benefits:
· In contrast with real life advertising, the impressions created by native in-game advertising are accurately verifiable. Games publishers can monitor the number of players playing their video games at any point in time, the amount of time players spend in the game, where players are geographically located and can verify the number of times an advertisement appears.
· With the benefit of accurate analytics, advertising agencies and brands can purchase non- intrusive advertising impressions targeted at specific demographics. The advertising is highly visible to the gamer and viewers cannot skip the advertisement or block it.
· The process of buying native in game advertising space on programmatic advertising platforms is highly automated, using algorithms to purchase the space in real time. This makes buying in- game advertising highly efficient and cost-effective.
· Advertising can be bought and sold on a similar basis to other forms of advertising, based on KPIs such as reach, frequency and audience impressions/ratings and campaigns can be tailored by time, territory and other metrics. The audience can be specified based on gender, age and location, which increases the value of the advertising. This will allow flexibility for dynamic campaigns
Gamers
bidstack's technology can benefit the players of video games as follows:
· Unlike banner advertising and pre-roll advertising, native in-game advertising is not intrusive and does not distract the player. In fact, because it resembles the advertising a player would see in the real world, it can enhance the artwork and authenticity of the game giving players a more realistic gaming experience.
· As native in-game advertising can provide a revenue stream to video game publishers and developers from a wide variety of games, gamers should be able to benefit from wider access to previously unpublished games and free or cheaper to purchase games.
Market Overview
The Global Video Games Industry
The global video games market is forecast to be the world's largest creative industry in 2018. Total revenues from the sales of video games in 2018 are forecast to be around $138 billion (source: Newzoo April 2018 Quarterly Update / Global Games Market Report), up over 13% on 2017 and bigger than the global film, video on demand and music industries combined (source: Newzoo April 2018 Quarterly Update / Global Games Market Report / Statista Global box office revenue from 2005 to 2017/ Digital TV Europe ''Global video revenues reach US$70bn driven by online services'' / IFPI Global Music Report 2018). The uptake of smartphones has been a key contributor to the accelerated growth of the games market, in terms of both engagement and revenues, over the last 10 years. Mobile gaming (combined smartphone and tablet gaming) is expected to generate $70.3 billion, accounting for just over half of global revenues, split approximately 80/20 between smartphones and tablets (source: Newzoo April 2018 Quarterly Update / Global Games Market Report). Both console and PC games are also growing.
There are an estimated 2.3 billion video gamers worldwide (source: Newzoo April 2018 Quarterly Update / Global Games Market Report), around one-third of the world's population play video games. In addition in the US watching gamers play video games is now bigger than viewing traditional spectator sporting events on TV (source: The Future by Darren Heitner / INC. Magazine, published 2 April 2018). 355 billion minutes of video gaming were watched on Twitch alone in 2017 (source: Twitch / https://www.twitch.tv/year/2017/factsheet.jpg).
Approximately 46% of teenage video gamers are female, across all platforms (source: Teen Girls Path to Game Creation, Google Play and Newzoo Whitepaper, 2 June 2018, Emma Mcdonald), illustrating that the stereotype of male, teenage adolescents is misconceived. This broadens the brand appeal substantially and is of particular note given bidstack's ability to target advertising.
Advertising
Ad blocking both online and on mobile devices is becoming a significant challenge to advertisers. As at December 2016, there were 615 million users of ad-blocking software, representing an approximately 30 per cent growth in users year on year. Ad skipping both online and on mobile is also becoming an increasing issue for advertisers. These phenomena are forecast to result in over $125 billion of wasted advertising spend by 2020 (source: MIDiA Consulting / Mirriad Global Advertising Forecasts, March 2014).
Traditional television advertising is less effective and shorter advertising formats, which are less intrusive and natural, such as virtual billboard advertising, are likely to hold consumers' attention more effectively, particularly in younger generations.
Players of video games are a substantial, attractive and difficult to reach audience for advertisers for whom traditional advertising is less effective.
Key strengths
The Directors believes the Enlarged Group will have the following key strengths:
First-mover advantage
The Directors believe that the Enlarged Group will be the only group with the technology to insert native advertising directly into video games dynamically and in real time. Its technology should enable video games publishers and developers to derive revenue from advertising which they would otherwise be unable to generate.
Significant barriers to entry
bidstack has developed significant proprietary technology which links directly from the programmatic advertising platforms to the video games. The Directors believe that creating a similar technology would take a significant amount of time and resource.
As noted below, bidstack's contracts with the publishers of the video games on its platform are exclusive, creating a further significant barrier to entry.
Exclusive contracts with blue chip games publishers
bidstack has currently entered into exclusive deals with four games publishers giving access to multiple games including Football Manager 2018. The contracts with games publishers are typically for three years for sole access to native in-game advertising opportunities in return for an agreed revenue share. As a result bidstack becomes the de facto media controller.
The Directors believe bidstack has a strong pipeline of deals in advanced negotiation with other games publishers.
Significant Market Size
As noted above, the global video games market is forecast to be the world's largest creative industry by revenues in 2018 and to be bigger than the global film, video on demand and music industries combined. With around one-third of the world's population playing video games and significant numbers of passive viewers watching other people play video games for entertainment, the video games market has a substantial, attractive and difficult to reach audience for advertisers for whom traditional advertising, for instance on television and radio, is less effective.
Games Platform Agnostic (mobile, PC, console)
bidstack's software is platform-agnostic and works across traditional games consoles, PCs and laptops, and on tablets and mobile phones.
Indirect (programmatic) and Direct (to brands) Sales Models
bidstack has agreements in place with the operators of a number of major DSPs including Rubicon Project, SpotX, Sovrn, PubMatic and PulsePoint which, in turn, give access to approximately 150 integrated buy-side platforms representing thousands of brands and a substantial customer base to whom in-game advertising can be sold.
In addition bidstack sells in-game advertising direct to brands and has concluded early deals for Dominos, Vodafone and the NHS with a further pipeline of additional direct to brand deals.
Scalability from within existing resources
bidstack has fully developed, tested and integrated its proprietary software technology into a number of video games. Its proven API technology can be integrated with video games in a matter of hours, or a few days for more complex platforms, to inject native in-game advertising at scale. A simple 'switch flick' is all that is needed to make bidstack's advertising opportunities available to the global ad buying market.
EXISTING DIRECTORS, PROPOSED DIRECTORS AND SENIOR MANAGEMENT
Brief biographical details of the Existing Directors, Proposed Directors and senior management are set out below:
Existing Directors
Donald Stewart - Non Executive Chairman (aged 55)
Appointed to the Board on 1 December 2015, Donald is a solicitor and has practised corporate law, particularly focused on smaller quoted companies, for almost 30 years. Between April 2013 and July 2015 he was on the board of AIM quoted Progility Plc and, before that, had been a corporate partner in the London office of a global law firm. He is a former director (and past chairman) of the Quoted Companies Alliance, the UK not-for-profit organisation dedicated to promoting the cause of smaller quoted companies.
Lindsay Mair - Non Executive Director (aged 60)
Lindsay qualified as a chartered accountant in 1987 with Touche Ross (now Deloitte) and is an experienced investment banker with extensive capital markets experience in a broad range of sectors acquired over a thirty year career in the City. He is a director of corporate finance at SP Angel Corporate Finance LLP and has previously worked in the corporate finance departments of a number of City firms. He joined the Board in November 2017.
John Taylor - Non Executive Director (aged 47)
John works with a group who assist small cap technology stocks with their development. Prior to that he spent eighteen months working in private equity backed portfolio companies, driving operational turnaround initiatives and implementing costing systems. He also spent over 20 years in the Army Air Corps, leaving in 2015 with the rank of colonel. Between 2013 and 2015 he was senior strategic communications officer for the Ministry of Defence. Between 2009 and 2013 he was regimental second in command and acting commanding officer of 3 Regiment Army Air Corps following three years as an attack helicopter squadron commander with 4 Regiment Army Air Corps. He joined the Board in November 2017.
Proposed Directors
On Admission it is intended that the following individuals will be appointed to the Board:
James Draper - Chief Executive Officer (aged 36) is the co-founder and Chief Executive Officer of bidstack. He initiated bidstack's move into the gaming space in 2017 and led the negotiations to secure the three year contract with SEGA's Football Manager title. He has been responsible for the day to day management of bidstack, as well as overseeing its strategic direction. Prior to bidstack, James spent several years working within marketing and advertising with a range of clients in the sports and b2b space.
Francesco Petruzzelli - Chief Technology Officer (aged 29), is the co-founder and Chief Technology Officer of bidstack. He created bidstack's core artificial intelligence engine, heads its development studio and oversees its team of developers and programmers. Prior to bidstack, Francesco founded Whaleslide, a privacy conscious search engine allowing users to control all aspects of their online lives from one webpage.
John McIntosh CA - Finance Director (aged 49). After qualifying with Deloitte in 1994, John worked with Sony, advertising agencies and the BBC before concentrating on online, multi-media businesses. He was CFO and COO of DCD Media plc for five years until July 2011 and CFO of Progility Plc from November 2012 to April 2015, growing the business from a £12 million to £60 million turnover. Since leaving Progility John has worked as a consultant CFO for a number of entities in UK, Europe and Hong Kong, and since October 2016 as CFO for CRS GT ltd, which is licensed to trade as McLaren GT.
The Proposed Directors hold or have held the following directorships or have been partners in the following partnerships within the five years prior to the date of this announcement:
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Director |
Current Directorships and Partnerships |
Past Directorships and Partnerships |
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James Draper |
bidstack Limited |
Judkins Cuthbertson Limited Our Lines Limited |
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Francesco Petruzzelli |
Barletta Media Limited Affitise Limited
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Whaleslide Limited Cabin Media Limited |
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John McIntosh |
Colourful Parachute Limited |
Computa-Friendly Limited Customer Projects Limited ILX Connexions Limited ILX Group Plc ILX Key Skills Limited ILX Learning Limited ILX Mindscope Limited ILX Publishing Limited ILX Software Limited ILX Solutions Limited ILX Training Limited Intellexis International Limited Mindscope Limited Mount Lane Training & Implementation Solutions Limited Obrar Limited Progility Plc Progility Consulting Limited Progility Finco Limited Progility Health Limited Progility Overseas Limited Progility Training Limited Starkstrom Group Limited Starkstrom Limited Sue Hill Recruitment & Services Limited TFPL Limited |
John McIntosh has been a director of the following:
· West Park Pictures Limited, a subsidiary of DCD Media plc which was put into voluntary liquidation in May 2012. John McIntosh had resigned from all DCD boards in July 2011. There was no material shortfall to unrelated creditors.
· John McIntosh was a director of Imagestate plc from December 2003 until April 2006. The principal investor and investment house, Pacific Investments plc, placed Imagestate plc into administration under Kroll in April 2006. There was an undisclosed shortfall to Pacific Investments, which had written down their investment. John McIntosh sought out potential purchasers within the administration framework.
There is no further information on James Draper, John McIntosh or Francesco Petruzzelli required to be disclosed under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies.
Senior Management
Details of key senior management within the Enlarged Group are set out below:
Simon Mitchell - Chief Commercial Officer (aged 40)
Simon is a serial entrepreneur, having founded and successfully exited other early stage companies. He was an early investor into bidstack and has followed his investment at every round. Simon oversees negotiations with game publishers and the development of ''bidstack labs''.
Keren Tal - Head of Sales (aged 33)
Keren has significant experience across digital advertising, specifically the programmatic environment. She has spent eight years in mobile advertising, six of them working for Apple, where she was headhunted to launch the iAd network in EMEA and build the team and network. Keren led on advertising for Omnicom, Essence and Publicis.
Keith Impey - Head of Direct Sales (aged 56)
Keith was CEO of Havas Sports and Entertainment and has many years' experience in the sports related advertising buying business.
PRINCIPAL TERMS OF THE ACQUISITION
The Company has entered into the Acquisition Agreement, pursuant to which it has conditionally agreed to acquire the entire issued and to be issued share capital of bidstack, other than the shares issued pursuant to the exercise of its conversion rights under the Convertible Loan Note, for a consideration of approximately £6.8 million, to be satisfied by the issue of the Consideration Shares at the Placing Price. The Acquisition Agreement is conditional, among other things, on the passing of the Resolutions and the Placing and Admission becoming effective on or before 31 October 2018. It is also conditional on the Vendors serving the Drag Along Notice on the other Bidstack Shareholders requiring them to sell their shares in bidstack to Kin. The Company and certain of the Vendors have given customary warranties pursuant to the Acquisition Agreement.
As part of the Proposals certain of the Bidstack Shareholders will sell 12,820,245 Consideration Shares at the Placing Price through the Placing of the Vendor Placing Shares.
FINANCIAL INFORMATION
In the five months ended 31 May 2018, bidstack made a loss before tax of £315,000 (year ended 31 December 2017: loss before tax of £494,000; year ended 31 December 2016: loss before tax of £246,000) on revenues of £nil, £10,000 and £nil, respectively.
Pro forma unaudited net assets of the Enlarged Group on the assumptions set out in the Admission Document are £4,292,000.
IMPLICATIONS OF THE PROPOSALS UNDER THE CODE
Certain of the Bidstack Shareholders are deemed under the Takeover Code to be acting in concert in relation to the Proposals and, where relevant, are referred to as the Concert Party throughout this announcement. Under the Code, shareholders in a private company who sell their shares in that company in consideration for the issue of new shares in a company to which the Takeover Code applies, are presumed to be acting in concert in respect of that company unless the contrary is established.
Concert Party
Should the Acquisition complete, the Concert Party will be interested in 72,908,422 New Ordinary Shares, representing a maximum of 36.67 per cent. of the Enlarged Ordinary Share Capital following Admission assuming: (a) no exercise of any outstanding Warrants; and (b) no other share issues.
The Concert Party has no current interest in any Ordinary Shares.
The issue of the Consideration Shares to the Concert Party would ordinarily incur an obligation under Rule 9 of the Code for the Concert Party to make a general offer for the remainder of the entire issued share capital of the Company in cash at the Placing Price. Additionally, the exercise of the Management Options and the Replacement Option (if thereafter the aggregate holding of the Concert Party at that time was below 50 per cent.) would also ordinarily incur a further obligation under Rule 9 of the Code for the Concert Party to make a general offer for the remainder of the entire issued share capital of the Company.
The Company has applied to the Panel for a waiver of Rule 9 of the Code in order to permit the Acquisition without triggering an obligation on the part of the Concert Party to make a general offer to Shareholders. Subject to the approval of the Independent Shareholders of the Whitewash Resolution taken on a poll in General Meeting, the Panel has agreed to waive the obligation to make a Rule 9 Offer for the entire issued share capital of the Company that would otherwise arise as a result of the issue of the Consideration Shares in connection with the Acquisition, or any subsequent exercise of Management Options and the Replacement Option. Accordingly, the Whitewash Resolution being proposed at the General Meeting will be taken by means of a poll of Independent Shareholders attending and voting at the General Meeting. None of the members of the Concert Party (nor any adviser connected to them) are permitted to exercise their voting rights in respect of the Whitewash Resolution but may exercise their voting rights in respect of the remainder of the Resolutions.
FUTURE STRATEGY OF THE ENLARGED GROUP
Further Development of bidstack's software technology
The Enlarged Group intends to:
· improve its software by executing planned and designed enhancements to the API offering to improve the stability, analytics and data value that the API gives it;
· increase automation and the artificial intelligence element of game selection for advertisements by developing a new AI engine which will allow advertisers to access gamers by demographics across multiple games rather than advertisers having to select (as now) which individual games to advertise in. In this new dynamic model the AI engine will select the most appropriate games to ensure the advertiser receives the highest possible return on their spend;
· develop a ''non-native'' advertising offering by creating a new product to allow advertisers to place banner roll advertisement and pop-ups in video games. bidstack plans to create a new software system (bidding, reporting and logic) that connects supply to demand and, through a simplified AI logic, assigns creative content and revenue to maximise return. This will allow bidstack to access an entirely new market of advertisers while capitalising on the relationships it has with the publishers of games by providing a new revenue stream; and
· develop a new software development kit and UNITY 3D plugin to improve efficiency of mobile device integration to allow for seamless and automated integration of bidstack's software into mobile devices, especially UNITY led projects, through downloads from the web rather than having to manually configure software integration as happens currently.
Expansion of bidstack's sales team
The Enlarged Group intends to:
· expand the sales team with key strategic hires in programmatic and direct sales; and
· enter the US market and establish a direct US presence by opening a satellite office there to service US brands and US gamers directly. The dynamics of the US market are quite different to Europe, where bidstack is currently focussed. Soccer is not as popular in the US as it is elsewhere in the world and bidstack will need to access digital versions of popular US sports such as baseball, basketball, American Football and Ice Hockey. In addition American attitudes to advertising strategy and outcomes are quite different to those prevalent in the UK requiring a different and tailored approach.
Other Developments
The Enlarged Group intends to:
· provide eSports sponsorship and support. bidstack ran the Football Management World eSport Championship 2018. The Enlarged Group intends to organise more events in eSports in order to become well known to gamers and viewers of video gaming and to position itself to become the gamer's advocate.
· establish bidstack Labs, which is an 'incubator programme' for games which is intended to embed bidstack's technology at an early stage in the development of new video games.
CHANGE OF NAME
Subject to Shareholders' approval, the name of the Company will be changed to Bidstack Group Plc, with effect from Admission, to reflect the operations of the Enlarged Group better.
If the special resolution to approve the change of name of the Company is passed at the General Meeting, the Company's AIM symbol will be changed to BIDS and its website address will be changed to www.bidstack.com following the Change of Name being registered at Companies House.
PLACING
The Company proposes to undertake the Placing to raise approximately £3.5 million (before expenses) by the issue of the Placing Shares at the Placing Price. In addition certain Bidstack Shareholders propose to sell 12,820,245 Consideration Shares at the Placing Price through the Placing of the Vendor Placing Shares.
Under the Placing Agreement, Peterhouse has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares and the Vendor Placing Shares. The Placing Shares and the Vendor Placing Shares will rank pari passu with the Existing Ordinary Shares. The Placing is not underwritten or guaranteed. Following their issue, the Placing Shares will represent approximately 29.34 per cent. of the Enlarged Ordinary Share Capital.
Donald Stewart and Lindsay Mair have indicated that they wish to participate in the Placing by subscribing £37,500 for an aggregate of 624,999 New Ordinary Shares at the Placing Price, a breakdown of which is as follows:
|
Director |
Number of Placing Shares |
% of Enlarged Ordinary Share Capital |
|
Lindsay Mair |
291,666 |
0.15 |
|
Donald Stewart |
333,333 |
0.17 |
|
Total |
624,999 |
0.31 |
Pursuant to Rule 13 of the AIM Rules for Companies, Donald Stewart's and Lindsay Mair's participation in the Placing are treated as related party transactions.
The Independent Director, having been advised by SPARK Advisory Partners, considers the terms of this participation in the Placing are fair and reasonable so far as the Shareholders are concerned. In providing such advice to the Independent Director, SPARK Advisory Partners has taken in to account the Independent Director's commercial assessment.
The Placing is conditional on, amongst other things: (a) the Placing Agreement having become unconditional and not having been terminated in accordance with its terms; (b) the Acquisition Agreement not having been terminated or amended, and having become unconditional in all respects; and (c) Admission having become effective by no later than 8.00 a.m. on 19 September 2018 or such later time being no later than 5.00 p.m. on 31 October 2018, as the Company, SPARK and Peterhouse may agree.
ADMISSION TO AIM AND DEALINGS IN THE ENLARGED ORDINARY SHARE CAPITAL
If all of the Resolutions are passed at the General Meeting, application will be made for the Enlarged Ordinary Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence on 19 September 2018. No application has been or will be made for the Warrants to be admitted to trading on AIM.
If the relevant Shareholders do not vote in favour of the Proposals then, pursuant to Rule 14 of the AIM Rules for Companies, admission of the Existing Ordinary Shares will be cancelled at 7.00 a.m. on 18 September 2018 and the Directors will consider alternative options for the Company.
SPARK Advisory Partners and Peterhouse have been retained as the Company's nominated adviser and broker respectively in relation to Admission.
LOCK-INS AND ORDERLY MARKET ARRANGEMENTS
Pursuant to Rule 7 of the AIM Rules, the Existing Directors, Proposed Directors and Simon Mitchell (who together will own 30.7% of the issued share capital at Admission) have undertaken to the Company and SPARK Advisory Partners that they will not dispose of any interest they hold in New Ordinary Shares for a period of 12 months following Admission and, for a further period of 12 months thereafter, they will only dispose of an interest in Ordinary Shares on an orderly market basis through the Company's then broker.
In addition each of the Vendors and each of the Bidstack Shareholders who is proposing to sell Vendor Placing Shares has undertaken that he will not dispose of any interest he holds in New Ordinary Shares (amounting in total to 8.7% of the issued share capital at Admission) for a period of 3 months following Admission.
WARRANTS
At the date of this announcement, the Company has Existing Warrants in issue in respect of 7,501,027 Existing Ordinary Shares.
Subject to Admission, the Company has agreed to issue New Warrants to subscribe for 1,250,000 New Ordinary Shares at the Placing Price to SPARK Advisory Partners.
These New Warrants are exercisable at any time up to the third anniversary of Admission, at which time they will lapse.
Conditional on Admission, the Company has agreed to extend the life of 2,501,027 of the Existing Warrants issued to Peterhouse and the Existing Directors. These Warrants are currently due to expire on 15 November 2018 and it is proposed to extend the exercise period to 15 November 2020. Pursuant to Rule 13 of the AIM Rules for Companies, the extension of the Existing Warrants held by the Existing Directors, comprising 1,000,411 Existing Warrants, is treated as a related party transaction.
As the Existing Directors are Locked-in Persons, in accordance with the Lock-in Agreement they will be unable to sell any Ordinary Shares arising on the exercise of their Existing Warrants for at least 12 months after Admission and, during the following 12 months, only after having first notified SPARK Advisory Partners and only on an orderly market basis through the Company's then broker.
This extension is subject to, and conditional upon completion of the Acquisition and the Placing, the passing of the Resolutions at the GM and Admission.
As all the Existing Directors are party to this extension none of them is regarded as independent. Therefore SPARK Advisory Partners, the Company's nominated adviser, has reviewed this proposal. SPARK Advisory Partners considers the terms of the extension to be fair and reasonable insofar as Shareholders are concerned.
OPTIONS
Other than as set out below, at the date of this announcement, the Company has no options outstanding.
Subject to Admission and in order to incentivise key management, the Board proposes to issue the Management Options to subscribe for 22,500,000 Ordinary Shares exercisable, as to 7,500,000 Options at the Placing Price and, as to 15,000,000 Options at 20 pence per share to the Proposed Directors as follows:
|
|
Management Options exercisable at the Placing Price |
Management Options exercisable at 20 pence |
|
James Draper |
Nil |
5,000,000 |
|
Francesco Petruzzelli |
7,500,000 |
10,000,000 |
|
Total |
7,500,000 |
15,000,000 |
The Management Options will take the form of EMI Options to the extent it is possible for them to do so. To the extent it is not so possible the Management Options will be Unapproved Options.
In addition, the Board proposes to issue Francesco Petruzzelli with the Replacement Option to subscribe for up to 4,799,500 Ordinary Shares at an exercise price of 1.14 pence per share in consideration of his surrendering an option, which he currently holds, entitling him to subscribe for up to 662,000 A Ordinary Shares in bidstack at an exercise price of 8.256 pence per share.
It has been agreed that John McIntosh will be granted options over 1,000,000 New Ordinary Shares, subject to Admission, at an exercise price equal to the Placing Price.
In addition to the above, it is proposed that following Admission the Company will establish the New Share Option Scheme to incentivise the directors and employees and to align their interests with the interests of Shareholders. The total number of options which may be granted under the New Share Option Scheme and additional Unapproved Share Options will be capped at 10 per cent. of the Company's issued share capital from time to time.
FURTHER INFORMATION
Further information on the Proposals is contained in the Admission Document which is available on Kin's website: www.kingroupplc.com
DEFINITIONS
The following definitions apply in this announcement unless the context otherwise requires:
|
"Acquisition" |
the proposed acquisition by the Company of the entire issued and to be issued share capital of bidstack not already owned by Kin following the exercise of its conversion rights under the Convertible Loan Note, pursuant to the terms of both the Acquisition Agreement and the Drag Along Notice; |
|
"Acquisition Agreement" |
the conditional acquisition agreement dated 31 August 2018 between the Company and the Vendors in relation to the Acquisition; |
|
"acting in concert" |
has the meaning given to it in the Takeover Code; |
|
"Admission" |
the admission of the Enlarged Ordinary Share Capital to trading on AIM becoming effective in accordance with the AIM Rules for Companies; |
|
"Adviser Shares" |
2,500,000 New Ordinary Shares to be allotted and issued to SRG in satisfaction of fees due in connection with services provided by SRG to the Company; |
|
"AIM" |
the market of that name operated by the London Stock Exchange; |
|
"AIM Rules" |
together, the AIM Rules for Companies and, where the context requires, the AIM Rules for Nominated Advisers; |
|
"bidstack" |
Bidstack Ltd, a private limited company incorporated in England and Wales with registered number 09835625; |
|
"Bidstack Shareholders" |
the holders of the entire issued and to be issued share capital of bidstack, excluding shares arising on the conversion of the Convertible Loan Note, comprising 15,397,643 A Ordinary Shares of £0.00001 each and 183,604 B Investment Shares of £0.00001 each in the capital of bidstack; |
|
"Board" |
the directors of the Company from time to time; |
|
"Business Day" |
a day (other than Saturday, Sunday or a public holiday), on which clearing banks in the City of London are generally open for business generally; |
|
"Change of Name" |
the proposed change of name of the Company to Bidstack Group Plc; |
|
"Company" or "Kin" |
Kin Group Plc, a public company registered in England and Wales with registered number 04466195; |
|
"Concert Party" |
certain of the Bidstack Shareholders; |
|
"Consideration Shares" |
the 112,964,011 New Ordinary Shares to be allotted and issued by the Company to the Bidstack Shareholders at the Placing Price in consideration for the sale of their shares in bidstack in accordance with the Acquisition Agreement and the Drag Along Notice; |
|
"Convertible Loan Note" |
the £400,000 Secured Convertible Loan Notes 2019 in bidstack held by the Company; |
|
"CREST" |
the computerised settlement system to facilitate the holding and transferring of title of shares (or other securities) in uncertificated form operated by Euroclear UK & Ireland Limited; |
|
"Directors" |
the Existing Directors and/or the Proposed Directors, as the context requires; |
|
"Drag Along Notice" |
the notice to be given by the Vendors to the other Bidstack Shareholders to exercise the drag along option in accordance with bidstack's articles of association; |
|
"EMI Option" |
Enterprise Management Incentive options complying with the Income Tax (Earnings and Pensions) Act 2003; |
|
"Enlarged Group" |
the Company and Bidstack following completion of the Acquisition; |
|
"Enlarged Ordinary Share Capital" |
the ordinary issued share capital of the Company immediately following Admission, comprising the Existing Ordinary Shares, the Consideration Shares, the Placing Shares and the Adviser Shares; |
|
"Existing Directors" |
Donald Stewart, Lindsay Mair and John Taylor, being the directors of the Company at the date of this document; |
|
"Existing Ordinary Shares" |
ordinary shares of £0.005 each in issue as at the date of this document; |
|
"Existing Ordinary Share Capital" |
the ordinary share capital of the Company in issue at the date of this document, comprising 25,010,280 Existing Ordinary Shares; |
|
"Existing Warrants" |
the warrants in existence as at the date of this document to subscribe for a total of 7,501,027 Ordinary Shares; |
|
"Financial Conduct Authority" or "FCA" |
the United Kingdom Financial Conduct Authority; |
|
"Form of Proxy" or "Proxy Form" |
the form of proxy enclosed with this document for use by Shareholders in connection with the GM; |
|
"FSMA" |
the Financial Services and Markets Act 2000, as amended; |
|
"General Meeting" or "GM" |
the general meeting of the Company, convened for 10.00 a.m. on 17 September 2018, and any adjournment thereof; |
|
"Independent Director" |
John Taylor, the Independent Director, in relation to Lindsay Mair's and Donald Stewart's participation in the Placing; |
|
"Independent Shareholders" |
Kin shareholders, save for those Kin shareholders that are participating in the Placing, who are entitled to vote on the Whitewash Resolution; |
|
"Lock-in Agreements" |
the lock-in and orderly market agreements entered into by the Locked-in Persons, the Company, SPARK and Peterhouse; |
|
"Locked-in Persons" |
the Directors and Simon Mitchell; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"Management Options" |
options to subscribe for up to 7,500,000 Ordinary Shares at the Placing Price and for up to 15,000,000 Ordinary Shares at 20 pence per share to be granted to James Draper and Francesco Petruzzelli conditionally on Admission; |
|
"New Ordinary Shares" |
the Consideration Shares, the Placing Shares and the Adviser Shares; |
|
"New Share Option Scheme" |
the proposed new share option scheme of the Company to be adopted following Admission; |
|
"New Warrants" |
the warrants to subscribe for Ordinary Shares in the Company granted to SPARK; |
|
"Notice" |
notice of the General Meeting set out at the end of the Admission Document; |
|
"Ordinary Shares" |
ordinary shares of £0.005 each in the issued share capital of the Company; |
|
"Panel" |
the Panel on Takeovers and Mergers; |
|
"Peterhouse" |
Peterhouse Capital Limited, the Company's broker; |
|
"Placees" |
the persons who have confirmed their agreement to participate in the Placing and subscribe for or purchase the Placing Shares; |
|
"Placing" |
the conditional placing by Peterhouse of the Placing Shares and the Vendor Placing Shares at the Placing Price; |
|
"Placing Agreement" |
the agreement dated 31 August 2018 between the Company, the Existing Directors, the Proposed Directors, SPARK and Peterhouse relating to the Placing and Admission; |
|
"Placing Price" |
6 pence per Ordinary Share, being the price at which the Consideration Shares, the Placing Shares and the Adviser Shares are to be issued; |
|
"Placing Shares" |
the 58,333,340 New Ordinary Shares to be allotted and issued by the Company to the Placees at the Placing Price pursuant to the Placing; |
|
"Proposals" |
the Acquisition, the Change of Name, the Rule 9 Waiver, the Placing, the Vendor Placing, the Resolutions and Admission; |
|
"Proposed Directors" |
James Draper, John McIntosh and Francesco Petruzzelli; |
|
"QCA Code" |
the Corporate Governance Code for Small and Mid-Size Quoted Companies issued by the Quoted Companies Alliance from time to time; |
|
"Relationship Agreement" |
the agreement dated 31 August 2018 between the Company, James Draper, Francesco Petruzzelli and SPARK; |
|
"Replacement Option" |
the EMI Option proposed to be granted by the Company to Francesco Petruzzelli to subscribe for up to 4,799,500 Ordinary Shares at an exercise price of 1.14 pence per share in consideration of his surrendering an option entitling him to subscribe for up to 662,000 A Ordinary Shares in bidstack at an exercise price of 8.256 pence per share; |
|
"Resolutions" |
the resolutions to be proposed at the General Meeting, details of which are set out in the Notice; |
|
"Reverse Takeover" or "RTO" |
a reverse takeover within the meaning of Rule 14 of the AIM Rules for Companies; |
|
"Rule 9 Waiver" |
the waiver by the Panel (which is conditional on the Whitewash Resolution) of the obligations that would otherwise arise for the Concert Party to make a general offer for the Enlarged Group under Rule 9 of the Takeover Code as a consequence of the allotment and issue of the Consideration Shares to the Concert Party pursuant to the Proposals, granted by the Panel conditional upon approval of the Independent Shareholders voting on a poll; |
|
"Shareholders" |
the persons who are registered as holders of Ordinary Shares from time to time and ''Shareholder'' shall be construed accordingly; |
|
"Share Options" |
options to subscribe for Ordinary Shares to be granted as EMI Options, or under the New Share Option Scheme or Unapproved Options; |
|
"SPARK Advisory Partners" or "SPARK" |
SPARK Advisory Partners Limited, the Company's nominated adviser; |
|
"SRG" |
Sports Resource Group Limited, a company registered in England and Wales with registered number 04046907 whose registered office is at 4th Floor 44 Albemarle Street, London, England, W1S 4JJ; |
|
"Sterling" or "£" or "p" or "pence" |
the legal currency of the UK; |
|
"Takeover Code" or "Code" |
the City Code on Takeovers and Mergers issued from time to time by or on behalf of the Panel; |
|
"UK" or "United Kingdom" |
the United Kingdom of Great Britain and Northern Ireland; |
|
"UKLA" |
the United Kingdom Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VII of FSMA; |
|
"Unapproved Options" |
options granted to employees which do not qualify as EMI Options; |
|
"US" or "United States" |
the United States of America, its territories and possessions, any states of the United States of America and the District of Columbia and all other areas subject to its jurisdiction; |
|
"US$" |
the legal currency of the United States; |
|
"Vendors" |
certain of the Bidstack Shareholders together holding 62.74% of the issued share capital of bidstack; |
|
"Vendor Placing Shares" |
the 12,820,245 Consideration Shares to be allotted and issued by the Company to Placees at the Placing Price on behalf of certain of the Bidstack Shareholders, including certain members of the Concert Party, pursuant to the Placing; |
|
"Warrants" |
the Existing Warrants and the New Warrants; and |
|
"Whitewash Resolution" |
the Resolution numbered 1 in the Notice, being an ordinary resolution to be voted on by the Independent Shareholders (on a poll) at the General Meeting to approve the Rule 9 Waiver. |
-Ends-
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