Result of GM
29 9월 2008 - 10:30PM
UK Regulatory
RNS Number : 5736E
Gamingking PLC
29 September 2008
29 September 2008
Gamingking Plc
("Gamingking" or "the Company")
Results of GM - Trading in The Enlarged Share Capital to begin at 8.00am, 30 September 2008
Introduction
The Company is pleased to announce that all of the resolutions proposed at the Company's General Meeting held on 29 September 2008 were
duly passed. The Proposals detailed in the GM Circular dated 2 September will therefore be adopted and the Company's Issued Share Capital
will be reorganised after trading today to allow for the admission to trading of the Enlarged Share Capital on 30 September 2008 under the
new name of the Company, Sceptre Leisure Plc (SCEL). The Company will now complete the reverse takover by GamingKing Plc of Orb Holdings
Limited "Orb".
GamingKing was one of the larger suppliers of lottery, fundraising and gameplay products to the UK's registered members clubs and Orb
was the second largest operator of amusement machines in the licensed retail sector, in the UK.
The acquisition of Orb presents the Enlarged Group with a number of opportunities, including:
* prospects for expansion of the product range of each group into each others' market;
* inherent cross-selling opportunities between both groups;
* the recent introduction of LIPP (Lotteries In Public Places) provides an opportunity to expand into new market places,
particularly to exploit bingo and lotteries in pubs;
* the benefit from economies of scale and critical mass, including the potential reduction of operating costs from utilizing
Sceptre's, nationwide depot and service infrastructure across the country;
* the provision of additional expertise through a strengthened management team;
* the complimentary structure of both groups is expected to facilitate swift and successful integration; and
* the intention to expand through both organic growth and selected acquisition.
Breakdown of GM Results
Resolution 1 passed - For (including chairman's discretion) 151,198,303, Against 239,187, Votes Withheld 36,000.
Resolution 2 passed - (taken on a poll): For (including chairman's discretion) 151,128,300, Against 275,687, Votes Withheld 69,500.
Resolution 3 passed - For (including chairman's discretion) 150,992,106 Against 344,187, Votes Withheld 137,194.
Resolution 4 passed - For (including chairman's discretion) 151,063,300, Against 354,187, Votes Withheld 56,000.
Resolution 5 passed - For (including chairman's discretion) 151,153,300, Against 279,187, Votes Withheld 41,000.
Directors of the Enlarged Group
Following the Admission Mark White will be stepping down from the Board and Lesley Humphrys, Ken Turner and Vic Wardman will join Brian
Nichols, Guy van Zwanenberg and Douglas Yates on the Board. Biographies of the members of the Board of Directors are detailed below.
Lesley Humphrys, aged 33, Finance Director
Lesley joined Sceptre Leisure Solutions in 1999, having previously held management accountant positions with FTP (UK) Plc and Crown
Eyeglass Plc. As Finance director of Sceptre Leisure, Lesley controls all the financial and accounting aspects of the Sceptre business.
Brian Albert Nichols, aged 63, Chief Operating Officer
Brian was co-founder of the original Lotteryking business, and has been responsible for the day-to-day management of GamingKing since it
was formed in 1993 and a main board member since it floated in 1996. Brian was appointed Chief Executive in November 2006.
Brian gained his operational management experience with the Ford Motor Company and BFC Packed Products, a division of AAH Holdings plc
before entering the leisure industry in 1989 when he played a major role in the development of Grand Central, an Essex-based multi-purpose
entertainment complex. Brian is currently a board director of the Lotteries Council.
A former professional footballer with Fulham FC and Millwall FC, Brian is a FA qualified coach who has worked with Arsenal FC, West Ham
United FC and Fulham FC.
Kenneth Bryan Turner, aged 53, Chief Executive Officer
Ken Turner founded Orb in 1998 and as Chief Executive he has day to day responsibility for managing Orb. He was previously the Managing
Director of Crown Leisure Rentals, where he played an instrumental role in the successful integration and rationalisation of acquisitions
into the division.
Previously, Ken held senior management positions with MMK (UK) Ltd and Grand Metropolitan, managing the Northern Division of the Berni
Restaurant Group, and spent earlier parts of his career with Argyle Group, FW Woolworths & Northern Foods.
Guy Christopher van Zwanenberg, aged 54, Non-executive Director
Guy is both an FCA and a Chartered Director. He qualified with Grant Thornton and then spent three years working with James Gulliver.
Guy subsequently moved to become UK Finance Director of an American computer accessory company which was taken public in 1989.
In 1991 he established his own interim financial management business and has since been involved in a number of SME businesses providing
strategic and financial help. He joined GamingKing in 1998 on a parttime basis as Finance Director and became Company Secretary and
non-executive director in 2006.
Victor Wardman, aged 83, Non-executive Director
Victor Wardman has held senior positions in the leisure industry, including directorships with Trusthouse Forte Leisure, Tavern
Automatic and London Coin. More recently, Victor was the founder and Chairman of Honeycombe Leisure, prior to joining Orb of which he has
been Chairman for eight years.
Douglas Martin Yates, aged 65, Independent non-executive Chairman
Douglas is an FCA with 35 years' experience in leisure and retail businesses. He spent 17 years with the Rank Group as Group Finance
Director, Group Commercial Director and, for a short period, as acting Chief Executive. During that time he had responsibility for a number
of Rank's businesses including Associated Leisure and its gaming division.
Information on the Concert Party's interests
Following the passing of all resolutions at the GM on admission the members of the Concert Party will between them be interested in
Ordinary Shares representing approximately 85 per cent. of the Company's enlarged issued voting share capital. Assuming exercise in full by
the members of the Concert Party of the Options issued as part of the Proposals (and assuming that no other person converts any convertible
securities or any options or any other rights to subscribe for shares in the Company), the members of the Concert Party would between them
be interested in Ordinary Shares, representing approximately 85.63 per cent. of the Company's enlarged issued voting share capital, the
earliest date on which the options can be exercised is 30 September 2009.
A table showing the respective individual interests in Ordinary Shares of the members of the Concert Party on completion of the
Proposals, and also following the exercise of options on the basis set out above, is set out in the table below.
Member of Concert Party Number of shares Per cent. holding of Number of New Per cent. holding of Number of New Per
cent. holding of
capital before the the existing share Ordinary Shares the Enlarged Share Ordinary shares upon
the Enlarged Share
Acquisition capital before the following the Capital exercise of the
Capital
Acquisition Acquisition options
Katherine Gilmore 0 0 109,733 0.28 376,400
0.93
Lesley Humphrys 0 0 994,049 2.56 1,394,049
3.44
Stuart Jackson 0 0 2,168,835 5.6 2,168,835
5.36
Kenneth Turner 0 0 10,921,761 28.18 11,455,094
28.30
Jean Wardman 0 0 1,200,605 3.1 1,200,605
2.97
Robert Wardman 0 0 1,084,417 2.8 1,084,417
2.68
Victor Wardman 0 0 10,921,632 28.18 10,988,299
27.15
Anthony Yates 0 0 5,434,997 14.02 5,679,441
14.03
Michelle Yates 0 0 109,733 0.28 309,733
0.77
TOTAL 0 0 32,945,762 85 34,656,873
85.63
Capitalised Terms
For the avoidance of doubt all capitalised terms have the same meaning as those defined in the GM Circular dated 02 September 2008. The
GM Circular is available via the Company's website at www.gamingking.co.uk under Investor Relations/AIM Rule 26/Public Documents.
Enquiries:
GamingKing Plc
Guy Van Zwanenberg Tel: +44 (0) 118 940 4924
Seymour Pierce Limited
SarahJacobs/Christopher Wren Tel: +44 (0) 207 7107 8000
College Hill Associates
Matthew Smallwood/Justine Warren Tel: +44 (0) 207 457 2020
Seymour Pierce Limited, which is regulated by the Financial Services Authority and is a member of the London Stock Exchange, is acting
as nominated adviser and broker exclusively for the Company in connection with the Acquisition and Admission. Its responsibilities as the
Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any
Director or any other person in respect of his decision to acquire ordinary shares in the Company in reliance on any part of this document.
No representation or warranty, express or implied, is made by Seymour Pierce Limited as to any of the contents of this document for which
the Directors, the Proposed Directors and the Company are responsible (without limiting the statutory rights of any person to whom this
document is issued). Seymour Pierce Limited has not authorised the contents of, or any part of, this document, and no liability whatsoever
is accepted by Seymour Pierce Limited for the accuracy of information or opinions contained in this document or for the omission of any material information. Seymour Pierce Limited will not be
offering advice and will not otherwise be responsible for providing customer protections to recipients of this announcement in respect of
the Acquisition or Admission or any acquisition of shares in the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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