Signed Exclusivity & Suspension of Trading
18 November 2016
Dorcaster plc
("Dorcaster" or the "Company")
Entered into exclusivity agreement in relation to Escape Hunt Group Limited
Suspension of trading in the Company's shares
Dorcaster plc (AIM: DAR) announces that it has entered into an exclusivity agreement which provides it with the exclusive right to negotiate for the acquisition of the entire issued share capital of Escape Hunt Group Limited ("Escape Hunt"), a leading global provider of live escape the room and exit game experiences (the "Acquisition"). Any acquisition would be subject to satisfactory due diligence, agreement of definitive documentation in connection with the acquisition, funding and requisite shareholder consent. The exclusivity agreement has been entered into by the Company and the shareholders of Escape Hunt. The consideration for the Acquisition is expected to be partly in cash and partly in new ordinary shares of 1.25p each in the Company ("New Shares"), representing approximately US$23.5m on a cash/debt/tax free basis. The Company also intends to issue New Shares for working capital to fund future growth of the business should the Acquisition complete.
The Acquisition would constitute a reverse takeover under the AIM Rules and as such would be conditional on, amongst other things, the approval of Dorcaster shareholders at a general meeting, the placing of New Shares and subsequent re-admission of the Company's enlarged share capital to trading on AIM. If negotiations in relation to the proposed Acquisition are successful, the Company will publish a combined admission document and circular convening a general meeting (the "Admission Document") in due course, currently anticipated to be during Q1 2017. The Company has requested an immediate suspension of trading in its shares until such time that: it has published the Admission Document; negotiations in relation to the proposed Acquisition have been terminated; or the period of exclusivity granted to the Company has expired.
About Escape Hunt
Escape Hunt (also known as "The Escape Hunt Experience") is a leading global provider of live escape the room and exit game experiences founded in 2013. The existing footprint encompasses 207 game rooms in 46 branches (34 open and 12 locations signed and scheduled to open in late 2016 and into 2017) in 27 countries on 6 continents with a choice of games in each location, unique or tailored to each location. The business has predominately been a franchise model to date but intends to roll out more owner operated branches in the UK, Germany and several prime European cities. Website: escapehunt.com.
Richard Rose, Non-Executive Chairman at Dorcaster, said:
"We are delighted to have entered into this exclusivity agreement in relation to the proposed acquisition of Escape Hunt, a leading global provider of escape games. The business has a strong management team with extensive skill and knowledge of the sector and we look forward to working with them through the next phase of the acquisition and if successful, to expand the business going forward."
The Company will make further announcements in due course. There can be no certainty that definitive documentation relating to the Acquisition will be entered into or subsequently that the Acquisition will complete.
This announcement has been determined to contain inside information and on publication of this announcement, such information is now considered to be in the public domain.
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Enquiries: |
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Dorcaster Alistair Rae, Company Secretary |
Tel: +44 (0) 161 957 8888 |
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Peel Hunt (Nominated adviser and broker to Dorcaster) Dan Webster Adrian Trimmings George Sellar
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Tel: +44 (0) 207 418 8900 |
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Stockdale (Financial adviser to Escape Hunt) Daniel Harris |
Tel: +44 (0) 207 601 6100 |
This information is provided by RNS
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