Subject: The
Company's subsidiary, Winking Studios Limited, submitted the
application documents for listing on the AIM Market of the London
Stock Exchange
To which item it meets--article 4
paragraph xx:50
Date of events:2024/10/31
Contents:
1.Name of the subsidiary applying
for listing and trading in an overseas securities market: Winking Studios
Limited
2.Relationship to the applicant and
shareholding (or capital contribution) percentage thereof: The group's total
shareholding ratio is 63.5%
3.Date of application for listing
and trading in an overseas securities market:2024/10/31
4.Name of securities market or
exchange applying to: The AIM Market
of London Stock Exchange
5.Any other matters that need to be
specified:
The Company's subsidiary, Winking
Studios Limited, submitted the application documents for listing on
the AIM Market of the London Stock Exchange
on 31 October 2024. The related materials were announced on
the Singapore Exchange today, as
follows:
THIS ANNOUNCEMENT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER THIS ANNOUNCEMNT
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ORDINARY SHARES OF
WINKING STUDIOS LIMITED (THE "COMPANY") IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
Neither this announcement, nor
anything contained herein, nor anything contained in the Admission
Document to be prepared and published by the Company in accordance
with the AIM Rules for Companies published by London Stock Exchange
plc shall form the basis of, or be relied upon in connection with,
any offer or commitment whatsoever in any jurisdiction. Investors
should not purchase any shares referred to in this announcement
except solely on the basis of the information contained in
Admission Document in its final form (together with any
supplementary admission document, if relevant), including the risk
factors set out to be set out therein, that may be published by the
Company in due course in connection with the possible admission of
the ordinary shares of the Company to trading on the AIM market of
London Stock Exchange plc. A copy of any Admission Document
published by the Company will, if published, be available for
inspection on the Company's website at
https://investor.winkingworks.com, subject to certain access
restrictions.
31 October 2024
Winking Studios
Limited
("Winking
Studios" and together with its subsidiaries, the
"Group")
Intention to
Float
Winking Studios Limited (SGX:WKS),
the AAA Art Outsourcing and Game Development business listed on the
Catalist board of the Singapore Exchange Securities Trading Limited, is pleased to announce its
intention to seek admission to trading on the AIM Market of London
Stock Exchange plc ("Admission") in November 2024
(the "Dual Listing") to
support, amongst other efforts, its expansion into Western
markets.
Founded in 2004 and headquartered in
Singapore with nine offices across Asia, Winking Studios is led by
its founder Johnny Jan and is ranked third in Asia and fourth in
the world in terms of global revenue in the global game Art
Outsourcing market*.
Working across a range of platforms
including console, PC and mobile, Winking Studios has collaborated
with 22 of the world's top 25 game development companies, including
Ubisoft, EA, Activision and Tencent, on high profile titles such as
FIFA, Call of Duty and Assassins Creed.
Through its Art Outsourcing Services
segment, the Group develops art, animation and visual effects
including characters, environments, props and effects. Through its
Game Development segment, the Group delivers development services
from concept to programming and script writing to post-release
support and maintenance.
Strand Hanson Limited is acting as
Financial and Nominated Adviser with S.P. Angel Corporate Finance
LLP acting as Broker in relation to the Dual Listing.
Highlights
·
|
Proven capabilities in art outsourcing and game development
with a blue-chip customer base: Partnerships with three major game publishing platforms: Sony,
Microsoft and Nintendo;
|
·
|
High-growth market: The video
gaming sector, in particular the mobile and online gaming segments,
is expected to continue to demonstrate strong growth;
|
·
|
Compelling cost advantage of outsourcing:
Outsourcing represents an increasing proportion of
game development budgets, and this trend is expected to continue
going forward;
|
·
|
Limited product risk: Given its
"work-for-hire" business model, the Group is not exposed as
principal to the risks associated with ownership and development of
these games;
|
·
|
Fragmented market: The global
game art outsourcing industry remains fragmented, with most service
providers being relatively small independent studios. The Group
completed its first two acquisitions in H1 2024, is currently
evaluating several targets and has a pipeline of potential
acquisitions under consideration;
|
·
|
Strong growth: Significant
organic growth over past four years, doubling headcount to 800+,
increasing revenue to US$29.3m and growing Adjusted EBITDA to
US$5.3m (FY23);
|
·
|
Forward earnings visibility from growing follow-on
revenues: Focusing on successful
multi-year, high growth mobile / online titles provides the Group
with repeat revenue opportunities and enhanced earnings visibility
with 18+ months indicative bookings; and
|
·
|
Backed by the Acer group**: Supportive
shareholder (an aggregate direct and indirect shareholding interest
of 62.56%) with Acer Gaming's extensive network of relationships in
the game development and art outsourcing industries as well as an
in-depth understanding of the global gaming industry. Further, Acer
intends to participate in the Dual Listing as a cornerstone
investor.
|
Placing, Use of Proceeds and Rationale
The funds to be raised will
supplement the Group's existing available cash resources in excess
of US$30m*** and will be allocated to:
·
|
Actively pursuing strategic acquisitions, alliances and joint
ventures in Asia and Europe to grow
the Group's market share and increase operational
capacity;
|
·
|
Establishing a stronger presence and broadening the Group's
customer base in the North American and European
markets, including by (i) increasing
the Group's marketing and business development efforts; (ii)
establishing a UK-based regional hub; and (iii) pursuing
acquisitions of smaller studios in this region;
|
·
|
Enhancing the Group's current operational
capabilities, which includes
continuous development and improvement of the Group's AI
capabilities; and
|
·
|
In addition to supporting strategic
acquisitions and its growth strategy, the Dual Listing will provide
access to a larger pool of knowledgeable tech investors, in order
to diversify the Company's shareholder base.
|
Johnny Jan, Founder and Chief Executive Officer of Winking
Studios, commented:
"We believe Winking Studios has a significant opportunity to
expand its presence globally, and dual listing on AIM will further
support our global ambitions and position us to accelerate growth.
London feels like the obvious choice, as it gives us a foothold in
a market known for its deep understanding of the global gaming
industry and support for ambitious international firms like Winking
Studios. Operating in a fast-growing industry, with a proven track
record of delivery and relationships with the majority of the
world's biggest game developers, we plan to build on our success to
date and capitalise on the fragmented nature of the industry
landscape to drive future growth."
* Source:
Independent Market Report by China Insights Industry Consultancy
Limited, October 2024
**Refers to Acer Gaming Inc and Acer
SoftCapital Inc (both subsidiaries of Acer Inc)
***Comprising cash and cash
equivalents, bond investments and proceeds raised in Company's
placement exercise in July 2024
Enquiries
Singapore
|
UK
|
Winking Studios Limited
Johnny Jan, Founder and Chief
Executive Officer
Oliver Yen, Chief Financial
Officer
|
Via Alma
|
8PR
Asia (Investor Relations)
Alex Tan
+65 9451 5252
alex.tan@8prasia.com
|
Alma Strategic Communications
Justine James / David Ison / Emma
Thompson
+44 (0)20 3405 0205
WKS@almastrategic.com
|
|
|
PrimePartners Corporate Finance Pte. Ltd.
(Financial Adviser in Singapore)
Marcus Yong / Pang Xu
Xian
+65 8282 9938 / +65 9692
0195
|
Strand Hanson Limited
(Financial and Nominated Adviser)
James Harris / James
Bellman
+44
(0)20 7409 3494
|
|
SP
Angel Corporate Finance LLP (Broker)
Stuart Gledhill / Charlie Bouverat
(Corporate Finance)
Abigail Wayne / Rob Rees (Corporate
Broking)
+44 (0)20 3470 0470
|
IMPORTANT NOTICES
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
This Announcement has been issued by
and is the sole responsibility of the Company.
This information contained in this
Announcement is restricted and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into
or from the United States (including its territories and
possessions, any state of the United States and the District of
Columbia, collectively the "United States") Australia, Canada,
Japan, New Zealand or the Republic of South Africa or any
jurisdiction in which the same would be unlawful.
This Announcement is for information
purposes only and does not constitute an offer to sell or issue or
the solicitation of an offer to buy, acquire or subscribe for
shares in the capital of the Company in the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa or any other jurisdiction where such offer or solicitation
may be restricted, unlawful or unauthorised. Any failure to comply
with these restrictions may constitute a violation of the
securities laws of such jurisdictions. Subject to certain
exemptions, the securities referred to herein may not be offered or
sold in Canada, Australia, New Zealand, the Republic of South
Africa or Japan or to, or for the account or benefit of any
national resident or citizen of Canada, Australia, New Zealand, the
Republic of South Africa or Japan. The ordinary shares int eh
capital of the Company ("Ordinary Shares") have not been and will
not be registered under the United States Securities Act of 1933,
as amended ("Securities Act") or the securities laws of any other
jurisdiction of the United States, and may not be offered, sold,
taken up, exercised, resold, renounced, delivered or transferred,
directly or indirectly, in the United States absent registration
under the Securities Act or an available exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any other jurisdiction of
the United States. There will be no public offer of the securities
in the United States. Neither the US Securities and Exchange
Commission nor any securities regulatory body of any state or other
jurisdiction of the United States, nor any securities regulatory
body of any other country or political subdivision thereof, has
approved or disapproved of this document or the securities
discussed herein or passed on or endorsed the merits of the Placing
or the accuracy or adequacy of the contents of this Announcement.
Any representation to the contrary is a criminal offence in the
United States.
No prospectus will be made available
in connection with the matters contained in this Announcement and
no such prospectus is required (in accordance with the UK
Prospectus Regulation (as defined below)) to be
published.
This Announcement is addressed to
and directed only at persons who are (a) persons in member states
of the European Economic Area who are "qualified investors" within
the meaning of Article 2(e) of the EU Prospectus Regulation
(Regulation (EU) No 2017/1129), or (b) persons in the United
Kingdom who are "qualified investors" within the meaning of Article
2(e) of the UK Prospectus Regulation (Regulation (EU) No.
2017/1129, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018) (the "UK Prospectus Regulation"), who (i)
have professional experience in matters relating to investments and
fall within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or (ii) are high
net worth companies, unincorporated associations or partnerships or
trustees of high value trusts as described in article 49(2) of the
Order, or (c) persons to whom it may otherwise be lawful to
communicate it (all such persons together being referenced to as
"relevant persons"). Any investment in connection with the Placing
will only be available to, and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or
rely on this Announcement or any of its contents.
This Announcement is not being
distributed by, nor has it been approved for the purposes of
section 21 of the Financial Services and Markets Act 2000 (as
amended) ("FSMA") by, a person authorised under FSMA. This
announcement is being distributed and communicated to persons in
the UK only in circumstances in which section 21(1) of FSMA does
not apply. Strand Hanson Limited ("Strand"), which is authorised
and regulated in the United Kingdom by the FCA, has not authorised
the contents of this Announcement and is acting exclusively for the
Company, and no one else, in connection with Admission and the
other matters referred to in this Announcement, and is not advising
or treating as a client any other person nor will it be responsible
to any person other than the Company (whether or not a recipient of
this Announcement) for providing the protections afforded to its
customers or for providing advice in relation to Admission or any
other matters referred to in this Announcement. Neither Strand nor
any of its affiliates accepts any responsibility whatsoever for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
Strand or any of its affiliates in connection with the Company or
Admission.
SP Angel Corporate Finance LLP ("SP
Angel") is acting only for the Company in connection with the
matters described in this Announcement and is not acting for or
advising any other person, or treating any other person as its
client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to clients of SP Angel
or advice to any other person in relation to the matters contained
herein.
Such persons should seek their own
independent legal, investment and tax advice as they see fit. The
distribution of this Announcement and the offering of the Placing
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company, Strand or SP Angel that would permit
an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required..
This Announcement contains (or may
contain) certain forward-looking statements with respect to certain
of the Company's current expectations and projections about future
events. These statements, which sometimes use words such as "aim",
"anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and
expectations and involve a number of risks, uncertainties and
assumptions that could cause actual results and performance to
differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this Announcement is subject to change without notice and,
except as required by applicable law or regulation, neither the
Company nor the Banks nor their respective affiliates assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.
No statement in this Announcement is
or is intended to be a profit forecast or profit estimate or to
imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the
income from them may go down as well as up and investors may not
get back the full amount invested on disposal of the
shares.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
Announcement.
Information to
Distributors
Solely for the purposes of the
product governance requirements of Chapter 3 of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in paragraph 3 of the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market
Assessment").
Notwithstanding the Target Market
Assessment, Placees should note that: the price of the Placing
Shares may decline and investors could lose all or part of their
investment; Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result
therefrom.
The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Banks will only procure investors who meet the
criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of Chapters 9A and 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to Placing
Shares.
Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and for determining appropriate distribution
channels