Update on CLN, Financial Update & Strategic Review
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") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.
5 February 2024
Bidstack Group Plc
("Bidstack" or the "Company" or the "Group")
Update on Loan Agreement with Irdeto B.V, Financial Update and Strategic Review
Bidstack Group Plc (AIM: BIDS) is providing an update on the loan agreement and ancillary documents announced on 18 October 2023 ("CLN") with strategic investor Irdeto B.V. ("Irdeto"), a financial update and information about the Board's decision to initiate a strategic review.
Loan Agreement with Irdeto
On 18 October 2023, the Company announced that it had agreed to enter into the CLN with Irdeto. In order to enable Irdeto to utilise the CLN, drawdown of the further tranches of the Loan Agreement, beyond the initial tranche taken on or around the date of execution of the CLN, was conditional on both (i) the approval by the Company's shareholders of a share capital reorganisation; and (ii) the approval of a waiver of Rule 9 ("Rule 9 Waiver") of the City Code on Takeovers and Mergers ("City Code") by the Panel on Takeovers and Mergers ("the Panel") and the independent shareholders of the Company, voting on a poll, in a general meeting (because, if the drawdowns of the loan facility within the CLN were fully taken, at the earliest possible opportunity, and the Company made no cash repayments, Irdeto could own in excess of 50% of the TVR of the Company therefore, pursuant to the terms of the CLN, the Company was required to seek the approval of the Rule 9 Waiver from the Panel.).
To obtain approval from the Panel, the Company is required to submit a draft shareholder circular to the Panel containing all information required by the Panel in relation to the Rule 9 Waiver. In order to provide the Company with the requisite information within its circular, Irdeto had sought to obtain the required disclosures from its parent company, Multichoice Group Limited (JHB:MCG) ("Multichoice").
As at the date hereof, Irdeto has not obtained the appropriate disclosures and requisite documentation from Multichoice and its board of directors and as a result the Company has not been able to submit its draft circular and notice of general meeting to the Panel for review.
Financial update
The Settlement and new commercial partnership with Azerion was announced on the 22 December 2023. Payments totalling EUR 3m have been made by Azerion in consideration of both the full and final settlement to resolve all outstanding claims and disputes and the establishment and activation of a new technical and commercial collaboration between the companies. Both companies are moving forward collaboratively and will work together on a non-exclusive basis.
To date, Bidstack has drawn down one tranche of £0.6m from the CLN and, as a result of the delays stated above, does not currently expect to make any further draw downs. Despite the recent receipt of the cash settlement reached with Azerion the Group's working capital position remains tight and will need further working capital in the short term.
The Group has continued to manage its cash resources very carefully. At 31 January 2024 the Group's unaudited cash balance was approximately £1.4m which, without further external funding, and assuming the Company cannot utilise any more funds from the CLN, the Group only has sufficient cash resources until the end of March 2024.
Strategic Review
Whilst the Company is keen to continue to work with Irdeto as previously announced, the Board of the Company feels that it must also consider other funding alternatives and has decided to initiate a strategic review. The Board has appointed Alvarez & Marsal Europe LLP, a restructuring adviser who, alongside the Company and its other advisers, will look at all options for the future of the Group which may or may not involve a sale of the Company's assets.
Further announcements will be made in due course.
-ENDS-
Contacts
|
Bidstack Group Plc James Draper, CEO |
via SPARK |
|
SPARK Advisory Partners Limited (Nominated Adviser) Mark Brady / Neil Baldwin / James Keeshan |
+44 (0) 203 368 3550 |
|
Stifel Nicolaus Europe Limited (Broker) Fred Walsh / Tom Marsh |
+44 (0) 20 7710 7600 |
|
Alvarez & Marsal Europe LLP (Restructuring Adviser) London Office |
+44 (0) 20 7715 5200 |
Notes to editors
About Bidstack
Bidstack's technology empowers video game publishers to monetise and manage spaces within their virtual environments. Its platform provides real-time reporting, dynamic targeting and player communication tools for brand activations and fan engagement.
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