Gaming Investments Plc ("Gaming Investments" or the "Company") announces today that it has conditionally agreed to acquire the entire issued share capital of Gaming Ventures International Limited ("GVI"), a private Bermudan registered company, for a consideration to be satisfied by the issue of 224,153,004 ordinary shares, at admission, and up to 58,333,416 further ordinary shares, subject to certain performance targets being met by the GVI group. It is proposed that the enlarged group will be renamed Aspinalls Online plc.
By reason of the size of GVI in relation to the Company and the new direction of the business of the enlarged group the acquisition will constitute a reverse takeover and therefore requires the approval of shareholders and warrantholders.
In connection with the acquisition, the Company is also proposing to raise £5 million (before expenses) through the placing by Numis Securities Limited on behalf of the Company of 33,333,333 new ordinary shares in the Company, the proceeds of which will provide the enlarged group with additional working capital.
The GVI group is an operator of online casinos which owns, under licence, the trading name Aspinalls.com. In April 2001 it acquired the C3i group of companies, which currently operates two online casinos trading as Ccasino.com and Astracasino.com. In the 12 months ended 31 December the C3i group's audited results reported turnover of £10.9 million and profits of £3.5 million.
The GVI group will, following admission, fully integrate the C3i operations into its existing infrastructure. Following admission to AIM, the enlarged group plans to launch a new online casino and sportsbook portal under the brand name Aspinalls.com. The directors and the proposed directors of the Company intend that Aspinalls.com will, over time, offer:
- a series of themed online casinos, starting with London and the Caribbean, targeted at different geographic markets;
- a betting section offering wagers on all sporting events as well as sporting and financial betting;
- a VIP club for invited high rollers; and
- compelling content including a tipster service.
Aspinalls has extensive experience in the gaming industry. The Aspinall family has owned and operated casinos in the UK, Australia, France and New Zealand and has held gaming licences in various jurisdictions for nearly forty years. The directors and proposed directors believe that "Aspinalls" has a strong brand name in the gaming industry and a reputation for trust, integrity and reliability that is capable of replication in the online environment. The Aspinall casino group is managed by Damian Aspinall, who will be Executive Chairman of the enlarged group. Working with Damian will be Russell Foreman as Group Chief Executive and Bobby Garg as Chief Operating Officer.
Damian Aspinall, Executive Chairman, commented:
"I believe that this proposed acquisition represents for both Gaming Investments and GVI shareholders, a significant opportunity to participate in the rapidly expanding industry of online gaming. The re-naming of the group as Apinalls Online plc serves to endorse the confidence that I have in this new venture"
Russell Foreman, Chief Executive of the enlarged group, commented:
"Aspinalls has a strong brand name in casino gaming and a reputation for trust, integrity and reliability that can be replicated in the online environment. Our management team is experienced and proven in online gaming and we are confident about the future success of Aspinalls.com."
A circular to shareholders, which also comprises an admission document in accordance with the AIM rules, is being sent to shareholders and warrantholders today.
Gaming Investments Plc:
Damian Aspinall Tel: 020 7493 6696
James Leviton/Peter Pender-Cudlip
Tel: 020 7251 3801
Corporate Synergy PLC:
Justin Lewis Tel: 020 7626 2244
Notes to Editors:
[i] On 3 April 2001, GVI acquired the C3i group from B.R.W. Enterprises Limited ("BRW"). The consideration for the acquisition of the C3i group was the issue by GVI of the GVI loan note to BRW.
Conditional on admission, GVI is required to repay the outstanding cash element of the GVI loan note by the payment to BRW of approximately US$.3.64 million (£.2.51 million), in cash, and the issue to BRW of 220,833 GVI shares, which will be immediately acquired by the Company pursuant to the acquisition agreement. Any GVI shares issued to BRW will be exchanged for new ordinary shares on completion of the Acquisition.
[ii] Management biographies:
Damian Aspinall; (40), Executive Chairman.
Damian Aspinall has been involved in company investment since 1985 when he became managing director of Phoenix Properties & Finance plc. In 1996 he was responsible for Internet Technology Group plc becoming an AIM quoted Internet service provider. In 1997 he was one of the founding directors of the AIM company which acquired the Keystone Software business and he is a founding director of e-capital investment plc. His experience of the gaming industry includes more than seven years as a director of Aspinall's Club Limited in London, and of Aspinall's Casino S. A., owner of the Aspinall's Casino in Le Touquet, France. Damian, will be responsible for the strategic direction of the enlarged group.
Russell Foreman; (43), Chief Executive.
Russell Foreman joined GVI in August 2000 to launch the Aspinalls.com business. Prior to that he spent 11 years at Hilton Group PLC, becoming head of group strategy and planning in 1991 and director of group business development management in 1995. In this latter capacity he was involved in the acquisition by Hilton Group PLC of the Ladbrokes Casino business and the development of its Internet and interactivity products, as well as the commercial alliance between Hilton Group PLC and Hilton Hotels Corporation (USA) Inc and the acquisition of Stakis plc. Russell qualified as a chartered accountant at Price Waterhouse (as it was then known). Following admission, Russell will become chief executive of the enlarged group, responsible for its overall management and development.
Bobby Garg; (31), Chief Operating Officer.
Bobby Garg was the chief executive of the C3i Group from its inception in 1996 and was responsible for building it up into a business with a multi-million pound turnover. He holds an MBA in business administration and an MS in systems administration from the University of Maryland. Following admission, he will be responsible for the daily operation of the enlarged group.
Gaming Investments Plc
Acquisition of Gaming Ventures International Limited Placing of 33,333,333 Ordinary Shares of 15p each at 15p per share Change of name to Aspinalls Online plc Admission to trading on the Alternative Investment Market
Gaming Investments PLC ("Company" or "Gaming Investments") today announces that it has conditionally agreed to acquire the entire issued share capital of Gaming Ventures International Limited ("GVI"). GVI is an operator of online casinos.
The total consideration for the acquisition of GVI is to be satisfied by the issue to the vendors of GVI of 224,153,004 ordinary shares of 15p each ("Ordinary Shares"), at completion and up to 58,333,416 further Ordinary Shares subject to certain performance targets being met by the GVI group prior to 31 December 2005.
In connection with the acquisition of GVI, the Company is also proposing to raise £5 million (before expenses) pursuant to a placing by Numis Securities Limited on behalf of the Company, the proceeds of which will provide the enlarged group with additional working capital.
The acquisition of GVI is considered to be a "reverse takeover" for the purposes of the AIM rules and also falls within the ambit of rule 9 of the city code on takeovers and mergers ("City Code"). Accordingly, the acquisition and the waiver by the Panel of the application of rule 9 require the approval of shareholders; the acquisition alone requires the approval of warrantholders.
The Company is also proposing to make an amendment to its articles of association and change its name to Aspinalls Online plc.
The Company has also today made its preliminary announcement of results for the year ended 31 December 2000, details of which are set out below. Corporate Synergy PLC are nominated adviser to the Company and Numis Securities Limited are broker to the Company. A circular setting out details of the acquisition of GVI, the placing and other proposals, which also comprises an admission document in accordance with the AIM rules, is being sent to shareholders and warrantholders today.
BACKGROUND TO THE PROPOSALS
The Company was established in 1984 as a property company, and listed on the Official List in 1989. Following the disposal of the group's property business in May 2000, the Company changed its name to APK Investments plc and became a cash shell with cash assets of approximately £2 million. At the same time Damian Aspinall, Anton Bilton and Giles Baker joined the Board with a view to identifying a new strategy for the Company.
In August 2000, the Company moved from the Official List to AIM. In November 2000, following a review of the Company's strategy, the directors decided that shareholders' interests would be best served by the Company seeking to pursue opportunities in the gambling industry, where Damian Aspinall, in particular, has considerable experience. At the same time the Company raised £3.2 million, net of expenses, by way of a placing and open offer, which the directors believed was required in order to allow the Company to be able to make investments of sufficient size to attract suitable propositions. The Ordinary Shares and Warrants were re-admitted to trading on AIM on 22 December 2000.
REASONS FOR THE ACQUISITION
Since December 2000 a number of investment opportunities and propositions from potential investee companies have been evaluated by the board. The directors have felt that the majority of these opportunities have not been of sufficient calibre or presented the possibility of a sufficient return to the Company for it to make any investment.
On 23 February 2001, the Directors announced that the Company had agreed to invest up to £1,750,000 in GVI by way of a subscription for secured convertible loan stock ("Loan Stock"). In addition, GVI paid the Company a commitment fee of £175,000 of Loan Stock. The purpose of the investment was to allow GVI to complete the initial stage of its business plan and to complete its application for a gaming licence.
On 3 April 2001, GVI acquired the C3i group from B.R.W Enterprises Limited ("BRW"). The consideration for the acquisition of the C3i Group was the issue by GVI of US$12.5 million loan note to BRW. The terms of the loan note provide that BRW can re-acquire the C3i group for a payment to GVI of US$1 if, inter alia, the loan note has not been satisfied by 3 August 2001. The loan note can, and it is intended, will be satisfied is by the issue of 40,546,413 Ordinary Shares to BRW pursuant to the acquisition agreement. The C3i group is an operator of an online casino and is based in the Caribbean. The independent directors believe that the acquisition of GVI represents an excellent opportunity for the Company. The independent directors further believe that GVI, following the acquisition of the C3i group, will be well positioned to exploit the significant opportunities that the directors and proposed directors believe exist within the online gambling sector.
THE GVI GROUP
GVI was incorporated on 13 April 2000 in Bermuda. It has seven subsidiaries: Aspinalls Online Limited, Aspinalls Online Gaming Limited, Aspinalls Online (Gibraltar) Limited, Checkseek Limited, Micro Systems Limited, Caribbean Cyber Gaming International Limited and Caribbean Cyber Café NV. Of these, the last three were acquired when GVI purchased the C3i group on 3 April 2001.
The GVI group currently holds two gaming licences (one of which is temporary) and operates two online casinos. Following admission, GVI will fully integrate the businesses of the C3i group into its own operations to create a single platform.
The GVI group intends to launch, soon after admission, a new online gambling portal under the brand name "Aspinalls.com", which the directors and the proposed directors intend will, over time, offer:
· a series of themed online casinos targeted at different geographic markets, starting with London and the Caribbean;
· a betting section offering wagers on all sporting events as well as sporting and financial betting;
· A VIP club for invited high rollers; and
· compelling content including a tipster service.
Further details of the GVI group are set out in the AIM admission document being sent to shareholders and warrantholders today.
PRINCIPAL TERMS OF THE ACQUISITION
The Company has conditionally agreed to acquire 54.95 per cent. of the entire issued share capital of GVI pursuant to the acquisition agreement and intends to acquire the remaining 45.05 per cent. of the entire issued share capital of GVI pursuant to the Gold Star agreement. The total consideration to be paid to the Vendors will be satisfied by the allotment and issue of 224,153,004 new Ordinary Shares at completion. In addition, subject to the GVI group satisfying certain performance conditions prior to 31 December 2005, the Company has agreed to issue to the Vendors excluding BRW up to 58,333,416 further Ordinary Shares.
Immediately prior to, and conditional on, the completion of the acquisition agreement and the Gold Star agreement, the GVI loan note shall become due for redemption by the payment to BRW of the outstanding cash element of approximately US$3.64 million (£2.51 million) and the issue of 220,833 shares in the capital of GVI, credited as fully paid. Therefore, following the completion of the acquisition of GVI and the redemption of GVI loan note, the Company will have paid £2.51 million, in cash and have issued 224,153,004 new Ordinary Shares, representing 76.72 per cent. of the issued share capital at admission.
Numis Securities has conditionally placed, on behalf of the Company, to raise a total of £4.25 million (net of expenses), the 33,333,333 new Ordinary Shares at 15 pence per share. The proceeds of the placing will be used to provide additional working capital for the enlarged group. In particular, the Directors and Proposed Directors believe that the additional funds will allow the faster implementation of the enlarged group's business strategy and enable the enlarged group to take advantage of development opportunities as they arise. The placing is not underwritten.
PROSPECTS AND STRATEGY OF THE ENLARGED GROUP
Following the Acquisition the Enlarged Group will have one principal subsidiary, GVI, which owns the C3i group. GVI intends to launch, shortly following Admission, a new online gaming portal, Aspinalls.com and to re-brand the C3i group's existing online casino. The directors and the proposed directors believe the future prospects of the enlarged group are largely dependent on the success of this launch and the new site.
In addition, the directors and the proposed directors will continue to seek opportunities in the gaming industry which either offer an opportunity or will enhance the prospects of the enlarged group.
CHANGE OF NAME
The directors and proposed directors consider it is appropriate to change the name of the Company to reflect the enlarged group's new business. A special resolution to change the name of the Company to Aspinalls Online plc will be proposed at the extraordinary general meeting of the Company. Following the change of name, share certificates and warrants certificates in the present name of the Company will remain valid.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Annual General Meeting 10.00 am on 8 June 2001
Extraordinary General Meeting 10.05 am on 8 June 2001
Meeting of warrantholders 10.10 am on 8 June 2001
Completion of the acquisition of GVI 11 June 2001
Admission effective and dealings expected to commence on AIM 11 June 2001
CREST accounts to be credited by 11 June 2001
Expected date of despatch of share certificates in respect of new Ordinary Shares 22 June 2001
Corporate Synergy PLC, which is regulated by The Securities and Futures Authority Limited, is acting as nominated adviser to the Company in connection with the proposed admission of the enlarged share capital and the warrants to trading on AIM. No representation or warranty, express or implied, is made by Corporate Synergy PLC as to any of the contents of this announcement (without limiting the statutory rights of any person to whom this announcement is issued). Corporate Synergy PLC will not be offering advice and will not otherwise be responsible to anyone other than the Company for providing the protections afforded to customers of Corporate Synergy PLC or for providing advice in relation to the contents of this document or any other matter.
Numis Securities Limited, which is regulated by The Securities and Futures Authority Limited, is acting as broker to the Company in connection with the proposed admission of the enlarged share capital and the warrants to trading on AIM. Numis Securities Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the contents of this document or any other matter. No representation or warranty, express or implied, is made by Numis Securities Limited as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued).
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