RNS Number:5331K
Asian Logic Limited
28 December 2007
AsianLogic Limited ("ALL" or the "Company" and, together with its subsidiaries,
the "ALL Group" or the "Group")
Placing and Admission to AIM - First Day of Dealings
AsianLogic Limited, a diversified Asia-Pacific online and land-based gaming
company, announces that dealings have today commenced in its shares following
admission to AIM, under the ticker symbol ALOG.
Highlights
*ALL Group owns and operates eight online casino brands and two online
poker rooms as well as land-based sportsbook operations through its
MegaSportsWorld brand.
*Specialist in Asia-specific person-to-person games such as Mahjong,
Cho-Da-Di, Do-Di-Zhu and 13 Card Poker.
*ALL Group has strong commercial relationships with leading gaming
providers including Playtech, ID Games and LVS.
*Global Betting and Gaming Consultants ("GBGC") estimates that the global
gross gaming yield for land-based and online gambling will be approximately
$343.9 billion in 2007 - increase to approximately $400.4 billion in 2012.
*Asia-Pacific gambling market valued at approximately US$69.8 billion (GBGC).
*Placing by Collins Stewart Europe Limited ("Collins Stewart") of 48,523,750
new ordinary shares of no par value each of the Company (the "Placing
Shares") at a placing price of 111.62p per share ("Placing Price").
*Gross proceeds to the Company of �44.3 million, with net proceeds of
approximately �40.7 million.
*On Admission, the number of Ordinary Shares in issue will be 110,281,250,
giving a market capitalisation of �123.1 million at the Placing Price.
*The Placing Shares represent approximately 44 per cent. of ALL's issued
share capital.
*Proceeds will be used to provide additional working capital, notably to
acquire and integrate additional online gaming operations and to acquire
stakes in gambling companies in the region; as well as to establish a
"Gaming and Gaming Related Technology Fund".
*Collins Stewart has acted, and is retained, as nominated adviser and
broker to the Company.
Tom Hall, Executive Vice Chairman, said:
"This fundraising and admission to AIM will enhance our leading position in the
Asia-Pacific region. This is a major marketplace for online and land-based
gambling companies and the additional funding will allow us to exploit new
business opportunities and provide working capital to fulfill new contracts as
well as providing the means to make acquisitions generated through our wide
network of contacts in Asia. The listing on the AIM market will provide us with
a significant platform for growth."
Jong-Dae Lee, Non-executive Chairman of ALL, said:
"I accepted the role of Chairman because I could see that the ALL Group is a
dynamic business with a successful history of growth and a strong position in
the Asian gaming market place. The listing will provide a strong platform for
growth and I look to the future with confidence."
Any capitalised term used but not defined in this announcement is as defined in
the Company's admission document ("Admission Document").
A copy of the Admission Document prepared in accordance with the AIM Rules for
Companies is available for download from the Company's website,
www.asianlogic.com
- ends -
For further information contact:
Tom Hall, Executive Vice Chairman
ALL +852 9037 3749
Tim Mickley
Collins Stewart - Nominated Adviser to ALL
+44 207 523 8350
David Rydell/Helen Tarbet
Bell Pottinger Corporate & Financial
+44 207 861 3232
+44 7730 678 475
NOTES TO EDITORS
Introduction
The ALL Group is an active participant in the online and land-based gambling
industry with a particular focus on the Asia Pacific markets. The Group was
established in 2002 by a number of investment and gambling professionals who
recognised the potential of online and interactive gambling in the Asia Pacific
Region, and now employs over 300 people in the Region.
The ALL Group is involved in the development, operation, management and/or
marketing of online casinos, online poker, multiplayer P2P and Asian Games,
online and land-based sportsbetting, land-based slot machine and server-based
gaming, including live videostream casino gaming across the Region. The Group
maintains online gambling licences in Alderney, the Philippines (through CEZA)
and Curacao and works in compliance with PAGCOR regulations in the Philippines
land-based gambling market.
The ALL Group currently owns and operates eight online casino brands and two
online poker rooms utilising industry-leading software. The ALL Group has been
at the forefront of developing the live videostream casino gaming concept for
use with online casinos since establishing live videostream casino operations
for Playtech, which it continues to co-manage. The Group also acts as a
distributor/reseller for Playtech in the Region and as part of these activities
it also assists with business development, product customisation and
localisation for Asian markets.
In addition, the ALL Group is the Asian distributor for land-based slot-machine
and bingo slot-machine manufacturer, ID Games and server-based games provider
Videobet.
The ALL Group operates land-based sports betting outlets in the Philippines
under its 'MegaSportsWorld' brand, and also offers online sports betting
services utilising LVS's software systems. Furthermore, the Group has a
relationship with 'StatsOnSport', a UK based company providing sports form
analysis on a global basis.
As a consequence of its activities and network in the Region, the ALL Group has
developed and maintains a corporate advisory team specialising in the gambling
sector. This team is an active investor in gambling-related businesses and also
provides a variety of consultancy and analytical services, including the
publication of seven branded Asian and global gambling based indices.
The Group's core management and advisory team is based in Hong Kong and its
interactive gambling operations and the majority of staff are located in the
Philippines. The Group has developed relationships with Asian gambling
regulators, government agencies, state gambling bodies and major gambling
operators throughout the world.
In recent times, the ALL Group has derived the majority of its revenues from
Malaysia and Singapore. It does not offer its services into, nor accept bets
from, the United States or Hong Kong.
Gambling Markets
The Global Gambling Market
GBGC estimates that the global GGY for land-based and online gambling will be
approximately $343.9 billion in 2007 and that this will increase to
approximately $400.4 billion in 2012, representing annual compound growth of 3.1
per cent.
GBGC estimates that Europe and North America will account for approximately 68.6
per cent. of the global market in 2007, with Asia representing approximately 20
per cent. (approximately $69.8 billion).
According to GBGC, the online gambling market will be worth approximately $15.2
billion in 2007, approximately 4.4 per cent. of the total market. GBGC forecast
that this will rise by approximately 60 per cent. to approximately $24.3 billion
in 2012, but to still only represent approximately 6.1 per cent. of the total
market. GBGC estimates that in 2007, the online casino and poker markets will
account for approximately $3.2 billion and $3.0 billion respectively which,
collectively, equates to approximately 41 per cent. of the global online market,
of which Asia accounts for approximately 10 per cent. (approximately $1.56
billion).
The Asian Gambling Market
GBGC forecasts the total Asian and Middle Eastern gambling market will be worth
approximately $69.8 billion in 2007, principally comprising casinos
(approximately 36.5 per cent.) and lottery (approximately 27.9 per cent.). This
is expected to rise to approximately $83.4 billion by 2012. The Asian online
market is estimated at approximately $1.56 billion in 2007 and is forecast to
grow to approximately $3.26 billion by 2012 (approximately 15.9 per cent.
compound annual growth) with GGY of online casinos accounting for approximately
$230 million and poker for approximately $135.3 million.
GBGC estimates that the Asian poker market will grow at approximately 23.3 per
cent. compound annual growth to reach approximately $385.1 million by 2012,
compared to an estimated total global poker growth rate of approximately 7.6 per
cent. per annum. Asian online casinos are estimated to grow at approximately
28.3 per cent. per annum to approximately $801.4 million by 2012 compared to an
estimated global growth rate of approximately 7.0 per cent. per annum.
The Directors believe that the key drivers of growth in the online gambling
markets in the Region are:
- increased regulation of the online gambling industry;
- increased level of Internet and broadband penetration;
- the introduction of new gambling platforms;
- development of new entertainment options;
- availability of secure payment solutions;
- innovative marketing; and
- growing acceptance of online commerce and payment systems.
History of the ALL Group
The Founders, who collectively have experience in financial services, technology
and online gambling, established ESL in 2002 with the belief that interactive
gambling was likely to increase in popularity in the Region. They began
assisting third parties to operate online gambling sites on a consultancy basis
prior to the Group becoming an operator in its own right under the new
interactive gambling jurisdiction established in the Cagayan Economic Zone in
the Philippines, under the jurisdiction of CEZA. It was during this time that
working relationships were developed with several gambling operators and
software providers. In 2003, the Group entered into a management and revenue
sharing agreement with Playtech in respect of live videostream casino gaming and
also licensed directly its first online casino brand 'MegaSportCasino'. In the
same year, it also began to assist Playtech with business development in the
Region.
The ALL Group launched its first specifically Asian market focussed casino,
'Dafa888' in early 2004, followed by several additional casino brands, and in
2006 launched its first Asian focused poker room, 'Dafapoker'.
The ALL Group's first online sportsbook operation commenced in 2004, initially
utilising locally acquired software and moving to the LVS platform in 2006 after
co-developing the features and backend systems required for the Asia Pacific
marketplace.
The Group has continued to develop its online gambling offering by engaging
celebrities, such as Tila Tequila of MySpace fame (2006) and Manny Pacquiao,
Philippines Champion Boxer (2007), to attract new customers to its sites.
In early 2007, the ALL Group through its subsidiary, Asia Pacific Gaming Ltd.,
became what the Directors believe to be one of the first Asian-based online
gambling operator to be regulated and commence operations in Alderney, a UK
approved "White List" regulated jurisdiction. The 'Tila Casino' operates under
this licence.
In July 2007, the Group acquired long established Asian focused casino brands
'Zipang Casino' and '777Baby', thus further diversifying and enhancing its Asian
player base.
Also in 2007, the Group formally launched its land-based sportsbook operations
in the Philippines after a period of testing and trials with PAGCOR.
Since its inception, the Group's management team has utilised its financial
markets experience and gambling sector knowledge to act as intermediaries or
advisors in transactions involving various companies, including Betfair,
NETeller, CY Foundation and Playtech. The ALL Group continues to be involved in
the provision of these advisory services.
Revenue Model
The ALL Group currently generates revenues from various business activities.
Details of the principal business activities are set out below. For the six
months ended 30 June 2007, approximately 85 per cent. of the Group's revenues
were generated from its online casino operations (principally from customers in
Malaysia and Singapore).
The Group relies to a material extent on the activities of affiliates to
introduce customers to its websites or land-based operations, who in return
receive a commission, based on either a percentage of amounts wagered or a share
of the 'casino net revenue' generated by or from the players they have
introduced (or a combination of both). The wagers placed through affiliates are
primarily placed on a credit basis, whereby credit is extended by the Group to
the affiliate and by the affiliate to the player. The Group sets the credit
limit for each affiliate which in turn decides how to allocate this credit
across the pool of customers introduced by it. Settlement of customers'
outstanding balances (i.e. winnings and losses) is the responsibility of the
affiliates.
Online Casinos
The Group operates a number of online casinos including, 'Megasport Casino',
'Dafa888', 'Asian Casino', 'Zipang Casino' and 'Tila Casino'. These casinos have
a mostly Asian user base and utilise Playtech's software platform. They are
licensed in the Philippines, Curacao or Alderney. The ALL Group's casino product
has been designed and localised to attract and retain players in order to
maximise profit potential. The suite of casino products offers over 100 games,
including:
- classic table and card games;
- multi-line and multi-spin slots;
- video poker and keno;
- progressive bonus-stage jackpot games;
- integrated live videostream casino games; and
- games designed specifically for the Asian market, such as Solo, Mahjong and
Pachinko.
Revenue is based on the value of bets placed by customers less amounts won by
customers and less bonuses given to players. Revenue from the Group's online
casinos has grown significantly and is currently in excess of $6.0 million per
month. In addition to its own brands, the Group generates revenue by providing
"white labels" or "skins" to a limited number of third party marketing partners,
in exchange for a revenue sharing arrangement. Typically, the Group provides
operators of skins with access to the relevant gaming system, certain customer
services, payment processing, IT support and management reports, with the
operator, at its own cost, providing its own 'front end' websites and marketing
arrangements. All gaming takes place on the ALL Group's systems, which enables
customers of the Group, including those referred by the skins' operators, to
play on a common platform and access the same games and common progressive
jackpots. Revenue generated from the Group's online casino activities
constituted approximately 78 per cent. of the Group's total revenues in 2006.
As well as the revenue generating casino sites described above, the Group also
offers certain "play money" games, where players can participate in games for
free, allowing players an opportunity to learn and become acquainted with the
casino games before playing for real money.
Casino Facility
The ALL Group is actively involved in the development of live video streaming
for online casinos. It operates what is in effect a casino without any players
from its premises in Manila, with the live video feed streamed over the internet
to players of online casinos. This live videostream casino gaming facility
allows the players to see the dealer's actions, such as spinning a roulette
wheel, dealing cards or throwing dice in real-time, and also to interact with
the dealers. The Directors consider this live gaming product to have two
distinct benefits. Firstly, the dealer's moves are visible at all times,
providing credibility valued by high rollers and by those players who are more
trusting of a 'bricks and mortar' casino-type environment as opposed to a
computer random number generator. Secondly, the personal interaction between
player and dealer helps to replicate the human interaction of the land-based
casino experience.
This facility operates 24 hours a day, 7 days a week and employs approximately
200 staff. It is run exclusively for Playtech, which offers this functionality
to its licensees. Revenue is earned in three ways: facility fees, tips and
royalties. Each licensee pays a facility fee of 50 per cent. of the theoretical
casino net revenue that should be generated from their players' wagers. Thus the
facility fee varies with turnover and is not affected if the operator suffers
losses. There is a minimum monthly fee of $2,000 per licensee, with a capped
monthly fee for some licensees. Any tips given by the customers to the dealers
are generally divided equally between the Group and the licensee.
Online Peer-to-Peer Gaming
At present, the Group's online P2P gaming business principally consists of
poker, although Asian P2P games have recently been launched (such as Mahjong,
Cho-Da-Di, Do-Di-Zhu and 13 Card Poker). These Asian games are all currently
offered by the ALL Group via its website www.lfc888.com. The Group also controls
several other websites, including www.asiangames.com and www.asian-games.com,
which the Directors intend to use as gaming portals for both "play for fun/
points" and "play for money" products.
The ALL Group currently operates 'DafaPoker' and 'TilaPoker', which are part of
the iPoker network. This network allows the Group's players to play against
other players within the broader poker network, increasing the pool of players
available at any particular time (referred to in the industry as player
"liquidity"). The Directors believe this to be a key marketing advantage for an
online poker operator such as the Group. Key services and features on the iPoker
network include:
- centralised table and tournament management;
- a choice of tournament types;
- reserved tables for private games with friends; and
- satellite tournaments for land-based events and special weekly/monthly
tournaments.
In addition, the iPoker network provides the Group with a level of protection
against the threat of player collusion. The network aims to ensure a fair and
secure playing environment, as far as reasonably possible, to support a
successful and reputable poker gambling operation.
The ALL Group's revenue from P2P games comprises the rake from ring games and
the entry fees that it charges players for participation in poker tournaments.
There has been compound monthly growth in the Group's average daily rake of over
20 per cent. in the last 12 months.
Along with the revenue generating poker sites described above, ALL also offers
certain "play money" games, where players can participate in games for free,
giving players an opportunity to learn and become acquainted with the games
before playing for real money.
Sportsbook
Through its 60 per cent. interest in OCVI, the Group runs land-based sportsbook
operations via betting terminals under its 'MegaSportsWorld' brand in the
Philippines, as approved by PAGCOR. The terminals are licensed to accept bets on
basketball, boxing and golf. It is anticipated that further sports will be
authorised for betting by PAGCOR in the future. The ALL Group is also in
negotiations with the Manila Jockey Club to provide a number of terminals in
their outlets, which will be used for non-horse race sports betting. The
Directors believe there is scope for further expansion of both these operations.
The Group's revenue from its sportsbook-based activities comprises the value of
bets placed by customers in sports wagers less amounts won by customers.
Slot-machine and server-based gaming systems distribution
The ALL Group is also a distributor/reseller of gaming machines into the Region,
on a revenue share model, for both Videobet (a subsidiary of Playtech), and for
ID Games. The ALL Group has received approval from PAGCOR to offer Videobet
machines to PAGCOR casinos and VIP clubs in the Philippines. The Directors
believe that an opportunity may also exist to place ID Games' slot-machines into
PAGCOR casinos.
Reseller Commission
The ALL Group acts as an agent for Playtech in the Region, and in this capacity
it introduces new customers for which it receives a commission based on a
percentage of the ongoing royalty revenue generated from each customer. These
reseller commission payments continue for as long as the licensee remains with
Playtech.
Other Gaming Revenues
The ALL Group owns the 'Mahjong World Tour' brand, under which it proposes to
organise land-based Mahjong tournaments in Asia under local licences. The
Directors consider that opportunities may exist to enter into contracts with
local Mahjong associations and potentially to sell the TV rights. In addition to
the 'Mahjong World Tour', the Group is currently negotiating with the holders of
the 'Asian Poker Tour' brand to organise tournaments under that brand.
The ALL Group has a 20 per cent. stake in Must Read Publications Limited, a
media company which owns the 'Inside Asian Gaming' publication, through which it
is looking to generate commission revenues in its role as an agent introducing
advertisers. It also has a relationship with 'StatsOnSport' (a UK based sports
betting advisory site) for the distribution of its content into the Region. The
Group is currently in the process of repackaging the sports statistics content
in a variety of languages for several different media formats, and the Directors
anticipate that such activity may lead to subscription and usage fees from both
corporate and end-user clients.
Advisory
Since inception, the Group has used its network of contacts with operators and
regulators to provide an advisory service to investors and operators seeking to
gain exposure to the gambling industry in the Region. It also provides
consultancy services assisting companies as they prepare for flotation on a
public market and publishes seven branded global and Asian gambling indices
related to the quoted gambling sector.
The ALL Group has advised on a variety of transactions, including pre-IPO and
public deals. In certain circumstances, the Group has made direct investments in
the sector, typically in private companies with management occasionally taking
board positions in the investee companies. The Group advisory revenues comprise
introductory fees and consultancy fees.
Key Strengths
The Directors believe that the ALL Group has a number of key strengths that
provide it with a competitive advantage when compared to other market
participants and potential market entrants. These key strengths include:
- an experienced management team with an extensive network of relationships with
operators and regulators in the Region;
- access to the Asia Pacific marketplace, being well positioned for gaming
growth in the Region;
- operations in both the online and land-based gambling sectors;
- diversified revenue streams within the gambling sector, with gambling operator
revenues, commissions and royalty revenues from its reseller activities and
corporate finance advisory fees;
- profitability and potential for fast growing future earnings;
- robust and scalable core gambling systems through utilisation of industry
leading third party gambling software and system providers;
- Asia Pacific Gaming Ltd., a member of the Group which operates the 'Tila
Casino' brand, is licensed in Alderney, a UK approved "White List" regulated
jurisdiction. The Directors believe this to be one of the first Asian-based
online gambling operators with this status in Alderney;
- track record of assisting distribution partners in meeting their objectives in
the Region, which the Directors believe should lead to additional partnership
opportunities; and
- history of successful early stage investment and acquisitions in the gambling
sector.
Strategy
The ALL Group intends to pursue a strategy aimed at delivering sustainable
growth in earnings. The Directors believe that the current fragmentation and
growth of the Asian gambling market provides further opportunities for expanding
the Group's business. The key elements of this strategy are to:
- continue to promote and market core casino and P2P products online;
- continue to develop both land-based and online business opportunities to
maximise cross marketing and promotional opportunities;
- continue to develop and offer a market leading range of products and services
utilising some of the industry's most respected providers;
- continue to create and expand marketing and promotional channels;
- create a fully regulated and compliant sportsbook offering with an established
presence in Asia;
- expand methods of product delivery through new technology channels;
- expand the Group's online sportsbook activities as more jurisdictions begin to
licence and regulate online sports betting, leveraging off the Group's sports
content interests;
- continue to leverage the Group's industry knowledge, understanding and
relationships to provide ongoing deal flow in the gambling sector for corporate
finance related activities; and
- launch and manage a 'Gaming and Gaming Related Technology Fund'.
Directors and Senior Management
Directors
Jong-Dae Lee (aged 47) - Non-executive Chairman
Jong-Dae ("JD") joins the Board of ALL as Non-executive Chairman, effective on
Admission. JD has been chief executive officer of Hong Kong listed China
HealthCare Holdings Limited (HK:0673) since 2003, the principal business of
which is emergency assistance medical services and managed healthcare services,
and in which the Chinese Ministry of Health maintains a strategic stake. A
lawyer by profession with a corporate finance background, JD was previously a
partner with Coudert Brothers from 1988, interspersed with periods at Rabobank
(Head of Korea) and Citigroup (Head of Hong Kong based Regional Structured
Transactions Group).
JD received his Bachelor of Arts degree in Economics with honours from Haverford
College, and has a Doctor of Jurisprudence degree from Georgetown University, in
the US. JD is qualified to practice law in the District of Columbia and is a
Registered Foreign Lawyer with The Law Society of Hong Kong.
Thomas Hall (aged 40) - Executive Vice Chairman and Co-Founder
Tom is one of the Group's co-founders and former Chairman. He has had
considerable dealings with gambling operators in both the traditional land-based
environment and the online sector. Tom is a former chief executive officer and
currently business development director of Playtech Limited (AIM:PTEC). Since
becoming business development director of Playtech, Tom has been responsible for
overseeing their global customer growth and the development of customised
software solutions for the Asian marketplace. Tom also sits as a non-executive
director of a number of gambling and technology companies. Tom Hall is a regular
key-note speaker at gambling conferences and investor forums around the world.
From 1995 until he joined ALL in 2002, Tom was Chief Executive Officer of TTR
Strategic Holdings Limited ("TTR"), an Asia Pacific focused financial services
group, and subsequently chief executive officer of its data processing
associate, NAV Limited. Prior to that, he worked in Swiss private banking and
private client financial services in the UK and Hong Kong.
Christopher Parker (aged 40) - Chief Executive Officer and Co-Founder
Chris was a co-founder of the Group and joined the business in 2005 as Chief
Executive Officer, where he has overseen the rapid expansion of the Group's
business activities and profitability. Prior to joining the Group, Chris served
in the British Army and worked in the British civil service. In 1994, he left
government service and joined the Tresidder Tuohy Group of Hong Kong. By 1999,
Chris was appointed chief executive officer of the group, which quickly became
one of the leading investment advisory firms in the Region. Under his
leadership, the company grew to handling over US$300 million of funds under
management and a further US$1.5 billion funds under administration.
Gary Underwood (aged 43) - Chief Financial Officer
Gary joined the ALL Group as Chief Financial Officer in July 2006. He started
his career as an audit manager with Pannell Kerr Forster in Nottingham. In 1994,
he moved to Hong Kong and joined Ernst & Young as a senior manager in their
Private Business Group. In 1996 he joined KPMG, where he became Country director
of their offices in Hanoi and Ho Chi Minh City in Vietnam. After KPMG, he
returned to Hong Kong in 1998 as the chief operating officer of BSC Limited, a
beauty, health and spa group of companies. He then worked as the strategic
planning and business development director of Lark International Limited, a
private group of companies with operations in cinema exhibition, film
distribution and production, ticketing, garments, restaurants and property. His
most recent posting prior to joining the Group was in Malaysia as the finance
director and company secretary of Leo Burnett Advertising Sdn Bhd. Gary is a
Chartered Accountant and he has a Business Studies degree from the Nottingham
Trent University in the UK.
Chi Kan Tang (aged 33) - Global Business Development Director and Co-Founder
Kan is a Hong Kong born, Canadian-educated accountant with extensive experience
in the online gambling sector and live casino video streaming. Kan joined the
Group in 2003 and was one of the three founder shareholders in the business.
Initially he was responsible for the financial and operational structuring of
the Group and oversaw the financial control, business appraisal and system
development. More recently, he acted as interim chief financial officer of CY
Foundation Group Limited, immediately prior to the Group's successful Hong Kong
main board re-listing and US$130m fund raising. He returned to ALL after 6
months and resumed his Board responsibilities as Global Business Development
Director.
The early part of his career was spent predominantly in the audit divisions of
Arthur Andersen and KPMG in Canada. In 2001, he moved into online gaming working
with the operators of the Stanley Ho franchise (DrHo888) who were pioneers of
the online live video stream casino gaming concept. During this period he helped
establish many of the operational and reporting live videostream standards that
govern this form of gaming today. As well as a qualified Chartered Accountant,
Kan is a qualified CFA.
Robert Evans (aged 45) - Chief Operating Officer
Rob has been in Asia since the 1980s where he has had extensive experience in
the advertising world as a finance director. Rob joined the Group in early 2007
to become its Chief Operating Officer. Rob originates from New Zealand and has a
strong finance and systems background. His current responsibilities at ALL
encompass business development, strategic planning and the implementation of
policies, procedures and controls that ensure operations and growth are managed
to meet the Group's corporate and commercial objectives.
Rob first worked as an accountant for Newland Motors, a subsidiary of Ford
Motors, before entering the world of advertising when he joined Adventure
Advertising from 1985 to 1989 as its accountant and company secretary. In 1989,
he moved to Tokyo and joined Leo Burnett - Kyodo Co. Ltd. as its assistant
finance director, where he stayed until 1998. After a brief stint as a
consultant for Leo Burnett Asia Pacific, he relocated to Singapore where he was
employed by Leo Burnett as finance director of its three business units in
Singapore - Leo Burnett, Starcom and Arc Worldwide.
Itamar Shamshins (aged 31) - Chief Technology Officer
Itamar is the ALL Group's newly-appointed Chief Technology Officer. Prior to
joining ALL, he was the Technologies Division Manager of Extreme Technologies
Ltd., and was responsible for providing software and integration services for
many corporations. He also has extensive experience in managing software
development and web-based assets for one of the largest internet service
provider and telecommunications companies in Israel. Itamar holds a degree in
Computer Science and is also highly experienced in systems engineering. He was a
regular lecturer at colleges in Israel.
Jonathan Hubbard (aged 50) - Non-executive Director
Jonathan joins the Board of ALL as Non-executive Director, effective on
Admission. Jonathan is currently serving as managing director of KCS Services
Limited, an advisory firm specialising in client fiduciary services. Jonathan
was previously with HSBC for 20 years, latterly serving as managing director
HSBC Trustee (Hong Kong) from 1994-2001 and previously serving as global head of
trust and chief executive officer of Wealth Solutions HSBC Private Bank.
Jonathan is a qualified Solicitor.
Senior Management
Nicholas Chappell - Chief Compliance Officer
Nick joined the Group as Operations Officer in early 2004 and was promoted to
his current position in 2006. Nick oversees the ALL Group's procedural and
regulatory compliance with various gambling and licensing jurisdictions where
the Group maintains licences in addition to overseeing the sourcing, development
and quality control of gambling machinery built in Asia.
Nick is a qualified ISO 9000 Lead Assessor with an engineering background. He
started his career as a Geotechnical Engineer in 1993, subsequently becoming
quality assurance manager with engineering company Montgomery Watson, based in
Hong Kong and China. Prior to joining the Group, Nick worked as a quality
assurance manager on the Shell/Sinopec multi-billion dollar petrochemical plant
joint venture in Nanhai, China.
Rodney Hall - Director of Sport
Rodney joined the Group on a full time basis in 2005, after providing local
Philippines assistance to the Group when initially establishing offices in
Manila. A lifelong sports enthusiast, after several promotions he now heads the
ALL Group's sports betting operations. Rodney moved to Asia in the mid-1990's
and became involved in a number of independent businesses in the hotel, golf
development and insurance broking sectors. In 1998, he became the chief
executive officer of Blue Cross Insurance Inc. and Blue Cross Health Care Inc.,
one of the Philippines' leading health care providers.
Rodney spent the early part of his career in the financial services sector in
the UK. After an early incumbency at the Financial Times, he moved on to
Directorships with Britannia International in the Channel Islands; John Govett &
Co in the City of London; and then managing director and general manager roles
with CIGNA and Royal Life, respectively.
Jeff Mann - Marketing Director
During his career Jeff has been associated with many of the leading companies in
the consumer, insurance, pharmaceutical, banking and finance industries, having
worked as a marketing and public relations professional in the Region for over
30 years. Jeff joined the Group as its Marketing Director in 2007.
In 1979, Jeff established and chaired the JMA Group, headquartered in Hong Kong,
which within ten years became the largest independent marketing services group
in Asia, with additional offices in Japan, Singapore, Malaysia, Taiwan, South
Korea and the Philippines. The JMA Group comprised a group of businesses
involved in public relations, advertising, graphic design and production,
promotions and event management.
Jay Ogabang - Group Financial Controller
Jay joined the Group in 2005 as Senior Accountant and was promoted to Group
Financial Controller in 2006. Jay is a recognised consultant of the Philippine
Chamber of Commerce and Industry (PCCI) and served as a consultant to a number
of government projects for the Philippine Senate and Congress. He was also a
college professor and review lecturer for finance, taxation and audit at a
leading Philippine university. Jay is an active member of the Australian
Institute of Certified Management Accountants and is currently finishing his
Masters degree in Business Administration.
A Chartered and Certified Public Accountant, Jay started his career at Ernst and
Young Global as a financial and information systems auditor and left as a
manager, having gained knowledge and expertise in various industries including
banking and finance, investment and securities, information technology, real
estate, property construction and development, life and non-life insurance.
After Ernst and Young, Jay worked as a senior director in one of the largest IT
companies in Asia. As a member of the finance and management committee, he
gained expertise in the field of business risk planning and management,
strategic planning, management, execution and development, financial policy
formulation and implementation, internal control planning and execution and
compliance to statutory and tax regulations.
Ronald Tumulak - Information Technology Manager
Ronald joined the Group as a senior software developer in January 2004. He was
appointed IT Manager in May of the same year, and helped grow and develop the
technology team. His team is currently involved in projects covering sports
betting, payment processing integration, network management and monitoring, and
various enterprise application integration initiatives.
Ronald developed an interest in programming at an early age and began his tech
career as an assistant software development manager at one of the major shipping
companies in Manila. After working for the Armed Forces of the Philippines as a
research analyst, in 1991 he joined STI, one of the major academic institutions
in the Philippines, to develop instructional materials and conduct training for
IT educators nationwide.
Alex Dong - Business Development Manager
Alex joined the Group in 2004 directly from Griffith University, Australia. With
a background and keen interest in IT, Alex played an important role in the
customisation of Playtech's gaming products for the Group and the Asian
marketplace. Alex was promoted to his current position at the end of 2005 and
manages key client relationships and new business development for the ALL
Group's Asian focused casinos and P2P products.
Corporate Governance
The Directors support high standards of corporate governance and confirm that
following Admission the Company intends, where practicable, and having regard to
the size and nature of the Company, to comply with the principles of the
Combined Code. To this end, the Company has appointed two Non-executive
Directors with effect from Admission and intends to appoint a further
non-executive director in the near future. In addition, the Board has
established an Audit Committee, a Remuneration Committee and a Nomination
Committee with formally delegated duties and responsibilities. Upon Admission,
the Non-executive Directors will be members of each of these committees.
The Audit Committee will be chaired by Jong-Dae Lee and will normally meet not
less than three times a year. The Audit Committee has responsibility for,
amongst other things, planning and reviewing the Group's annual report and
accounts and interim statements and will involve, where appropriate, the Group's
auditors. The committee will focus particularly on compliance with legal
requirements and accounting standards. It is also responsible for ensuring that
an effective system of internal controls is maintained. The ultimate
responsibility for reviewing and approving the annual accounts and interim
statement remains with the Board.
The Remuneration Committee will be chaired by Jonathan Hubbard and will meet
twice a year. The Remuneration Committee has responsibility for making
recommendations to the Board on the compensation of senior executives and
determining, within its agreed terms of reference, the specific remuneration
packages for each of the Executive Directors. It will also be responsible for
the implementation of the Share Option Plan and will, if appropriate, set the
performance conditions to be satisfied before options can be exercised.
The Nomination Committee will be chaired by Jong-Dae Lee and will meet not less
than twice a year. The Nomination Committee has responsibility for reviewing the
size, structure and composition of the Board, succession planning, the
appointment of replacement and/or additional directors and for making the
appropriate recommendations to the Board.
The Directors intend to comply with Rule 21 of the AIM Rules relating to
directors' dealings and, in this regard, the Company has adopted a model code
for directors' dealings which is appropriate for an AIM company. The Company
will also take reasonable steps to ensure compliance by the Company's applicable
employees and their respective associates.
Summary Financial Information
The following information has been extracted without material adjustment from
the historical financial information on the ESL Group contained in Part 3 of the
Admission Document of which the information relating to the period ended 30 June
2007 was unaudited. Prospective investors should read the whole of the Admission
Document and should not rely solely on this summary.
Year Ended 31 Year Ended 31 Unaudited 6
Dec 2005 Dec 2006 months ended 30
Jun 2007
US $ 000 US $ 000 US $ 000
Revenue 15,134 23,122 16,753
Gross Profit 2,372 3,355 1,329
Profit before
tax from
continuing
operations* 1,326 3,647 2,752
Profit after
tax from
continuing
operations 1,324 3,633 2,742
Profit for the
period
(including
discontinued
operations) 1,324 4,225 2,748
*The profit before tax contains US$2.5m of income from investment and corporate
finance activities for the year ended 31 December 2006 and US$2.5m for the six
months ended 30 June 2007.
For the half year ended 30 June 2007, online casino-related revenue represented
approximately 70 per cent. of the ALL Group's gambling operational revenue; live
videostream casino gaming and reseller related revenue represented, in
aggregate, approximately 15 per cent.; P2P related revenue represented
approximately one per cent.; and corporate finance and other activities
generated a further 14 per cent.
Current Trading and Prospects
Since 30 June 2007, trading in relation to each of the casino, poker and related
activities has been in line with the Directors' expectations and demonstrates
continued growth in the ALL Group's online gambling business.
The Directors believe that the ALL Group is well positioned to take advantage of
continued steady growth in the online and land-based casino gaming markets in
the Region and the potential growth in online poker, P2P and Asian themed games
and other gaming markets, and look forward to the Group's future with
confidence.
Reasons for Admission and Use of Proceeds
The Directors believe that the Company's flotation and the raising of new funds
pursuant to the Placing is an important step towards the ALL Group maintaining
its position in the Region.
In addition, the Company is seeking Admission in order to create a public market
in the Ordinary Shares, to provide access to capital and to provide the ALL
Group with the ability to incentivise its employees through the Share Option
Plan, which will assist the ALL Group in continuing to attract, retain and
motivate high calibre employees.
It is intended that the net proceeds of the placing of the Subscription Shares
will be used by the Company for the following purposes:
- to acquire additional online gambling operations and integrate them into ALL's
existing online operations;
- to establish a 'Gaming and Gaming Related Technology Fund'. It is proposed
that ALL will seed the fund with $25m of the net proceeds of the Placing and
will take a majority stake in the management company. The fund will invest in
both public and private businesses;
- to acquire a 24 per cent. stake in a consortium which is looking to roll out
four to five slot machine and digital gambling outlets in Macau in conjunction
with a major casino group;
- to acquire a stake in ID Games, an innovative slot-machine manufacturer, for
which it acts as a distributor/reseller in the Region; and
- to invest in other companies in the gambling industry where appropriate
opportunities arise, some of which have already been identified by the Group.
Details of the Placing
The Placing comprises the placing by Collins Stewart, as agent for the Company,
of 39,701,250 Subscription Shares and 8,822,500 Sale Shares with institutional
and other investors pursuant to the Placing Agreement. The placing of the
Subscription Shares will raise approximately �40.7 million net of expenses for
the Company. The Placing Shares will represent approximately 44 per cent. of the
issued Ordinary Shares immediately following Admission. The Placing Shares will,
on issue, rank pari passu with all the other issued Ordinary Shares, including
the right to receive, in full, all dividends and other distributions thereafter
declared, made or paid after the date of issue.
Lock-in and Orderly Market Arrangements
Pursuant to the terms of the Placing Agreement, the Directors have each
undertaken to Collins Stewart that they shall not, except in certain specified
circumstances, sell, transfer, grant any option over or otherwise dispose of the
legal, beneficial or any other interest in any Ordinary Shares ("Interest") held
by them at the date of Admission (or rights arising from any such shares or
other securities or attached to any such shares) (together the "Restricted
Shares") prior to the first anniversary of Admission (the "Lock-In Period"). In
order to maintain an orderly market in the Ordinary Shares, such Directors have
also undertaken to Collins Stewart that they shall not (save in certain
specified circumstances), for a period of six months following the expiry of the
Lock-In Period and, provided that Collins Stewart remains the nominated adviser
to the Company for the purposes of the AIM Rules, dispose of any Interest in the
Restricted Shares without the prior written consent of Collins Stewart, which
may only be withheld and/or delayed in good faith and on the basis of orderly
market principles. Furthermore, if such consent is given, such persons have
agreed to effect such disposals only through Collins Stewart in such manner as
Collins Stewart shall reasonably require with a view to the maintenance of an
orderly market in the Ordinary Shares of the Company.
Dividend Policy
ESL, the Group's former holding company, declared and paid an interim dividend
of US$1.3 million during the year ended 31 December 2006 and declared and paid
an interim dividend in specie of US$1.5 million on 6 July 2007.
The Directors intend to adopt a dividend policy which will reflect the long-term
earnings and cashflow potential of the ALL Group, whilst maintaining an
appropriate level of dividend cover. Following Admission, the Directors
anticipate that following the end of the 2008 financial year the ALL Group will
initially adopt an annual dividend payment ratio of approximately 50 per cent.
of the Group's profit after tax.
Ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBSBDDCGDGGRB
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