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 Winking Studios Limited Johnny Jan, Founder and Chief Executive Officer Oliver Yen, Chief Financial Officer
8PR Asia (Investor Relations) Alex Tan +65 9451 5252 alex.tan@8prasia.com
PrimePartners Corporate Finance Pte. Ltd. (Financial Adviser in Singapore) Marcus Yong / Pang Xu Xian +65 8282 9938 / +65 9692 0195
UK
Via Alma
Alma Strategic Communications Justine James / David Ison / Emma Thompson +44 (0)20 3405 0205 WKS@almastrategic.com
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 he 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.
PROPOSED DUAL LISTING OF THE COMPANY ON THE AIM MARKET OF THE LONDON STOCK EXCHANGE
The Board of Directors (the“Board”) of Winking Studios Limited (the “Company”, and together with its subsidiaries, the“Group”) wishes to announce that the Company proposes to seek a dual listing of the Company on the AIM market of the London Stock Exchange (“LSE”) (“AIM”) (the“Proposed AIM Listing”). The Company may also seek to raise additional capital from investors at the time of the Proposed AIM Listing.
The Board believes that the Proposed AIM Listing will provide an additional quoted platform for the securities of the Company to be traded via an established stock exchange in Europe. The Proposed AIM Listing will also enable the Company to gain access to a diversified base of shareholders and investors comprising new institutional and private investors in the United Kingdom (the ”UK”) and Europe, which in turn may allow the Company greater flexibility to access the capital markets in these regions to conduct fund raising and other strategic investment exercises (such as potential merger and acquisition opportunities should they arise from time to time). With a wider and more diversified shareholder base, the Company also hopes to improve the trading liquidity of its securities on its trading platforms.
The Board further believes that the Proposed AIM Listing presents an excellent opportunity to increase the market visibility and profile of the Group globally and to enhance the Company's corporate branding and reputation, in particular, with existing and new clients in the regional and global gaming industries in which the Group operates.
The Company has appointed Strand Hanson Limited as the Company’s Financial Adviser and Nominated Adviser (“NOMAD”) in the UK in relation to the Proposed AIM Listing. The Company has also appointed and/or is in the process of appointing other professional advisers, including legal counsel, for the purpose of advising on the Proposed AIM Listing. As at the date of this announcement, preparatory work for the Proposed AIM Listing is on-going and no application has been made to any regulatory authorities, including the LSE for the admission of the Shares to trading on AIM, or to the Singapore Exchange Securities Trading Limited (“SGX-ST”) in connection with the Proposed AIM Listing.
The Board wishes to highlight to the shareholders of the Company (the ”Shareholders”) that the Proposed AIM Listing is at a preliminary stage, and it is subject to, inter alia, satisfactory completion of due diligence by certain appointed professional advisers, approval from regulatory authorities including the LSE and such other approvals by the Shareholders and the SGX-ST, where required, and is also dependent on then prevailing market conditions. It should be noted that there is no assurance that approval and/or clearance by the LSE, NOMAD and/or any other relevant regulatory authorities for the Proposed AIM Listing will be granted. There is no assurance that approval will be provided by the Shareholders in respect to the Proposed AIM Listing and/or any ancillary transactions.
In light of the foregoing, Shareholders should note that there is no certainty or assurance that any application in connection with the Proposed AIM Listing and ancillary transactions will be made to the LSE and/or the SGX-ST or if made, that the Proposed AIM Listing will eventually materialise or otherwise be proceeded with, or that any additional funding will be raised by the Company at the time of the Proposed AIM Listing, if any.
Shareholders and potential investors of the Company are advised to exercise caution when dealing in the shares of the Company. In the event of any doubt, Shareholders and potential investors should consult and rely on the advice of their respective legal, financial, tax or other professional advisers as to the actions they should take.
The Company shall continue to keep Shareholders updated and release announcements relating to the Proposed AIM Listing (including any material developments and progress made) as may be appropriate from time to time.
