Langley, BC / ACCESSWIRE /
June 25, 2014 / Iplayco Corporation Limited (TSX VENTURE: IPC)
("Iplayco" or the "Corporation") announces that it has entered
into an investment agreement dated
June 25, 2014 (the "Investment
Agreement"), with Saudi FAS Holding Company and its wholly-owned
British Columbia subsidiary, FAS Entertainment B.C. Ltd.,
(collectively "FAS") pursuant to which FAS has agreed to invest
$8,839,500 into Iplayco (the "Private
Placement"). Iplayco will use the proceeds from the Private
Placement in part to fund its working capital requirements and in
part for general corporate purposes.
FAS and
Arabian Centres Company Limited, Iplayco's largest customer over
the past three years, are affiliates of Fawaz Abdulaziz Al Hokair
& Co. ("Al
Hokair"), a retail conglomerate
listed on the Saudi stock exchange with a market capitalization in
excess of 20 billion Saudi Riyal (or $6 billion in Canadian
dollars).
Mr. Fawaz
Alhokair, Chairman of Al Hokair states: "Over the course of the
past three years and through 9 completed projects aggregating to
over $10 million dollars for our chain of Billy Beez family
entertainment centres, including a Billy Beez location in the
Kingdom of Saudi Arabia that received the distinction of being the
world's largest indoor soft-play area, Iplayco has demonstrated to us that they are global
leaders in the design, manufacturing and installation of large-scale,
premium-quality play-structures for children. This investment
represents the first step in our plan to rollout hundreds of Billy
Beez locations worldwide and build a globally recognizable
brand."
Mr. Scott
Forbes, President and Director of Iplayco states: "This investment
by FAS represents a significant milestone and turning point in
Iplayco's history. We are extremely honored to have been selected
by Al Hokair to help drive their aggressive growth plans for Billy
Beez. This investment is a clear sign to our shareholders that
Iplayco is positioned for significant growth. Iplayco also has Al
Hokair's complete support to continue servicing and growing our
existing customer base outside of the Billy Beez line. Customers of
Iplayco can continue to expect world-class designs, quality and
theming for any sized play-structures. To our employees: this
partnership with FAS is the culmination of 15 years of your
incredible creativity, dedication and hard work. You should be very
proud. The foreseeable future promises to be filled with even
greater excitement, challenges and opportunities."
Private Placement
Highlights
Pursuant
to the Investment Agreement:
-
-- FAS
will purchase 10,650,000 units of Iplayco (the "Units") at a purchase price of $0.83 per Unit for gross
proceeds to Iplayco of $8,839,500;
-- Each
Unit will consist of one common share of Iplayco (a
"Common
Shares") and one tenth of a share
purchase warrant, with each whole warrant (a "Warrant") being exercisable until October 1, 2016 to acquire
one additional Common Share at a price of $0.85 per Common
Share;
-- FAS
will be granted a pre-emptive right to participate on a pro rata
basis in any future financings of Iplayco to maintain its
percentage interest in the Common Shares post-closing of the
Private Placement;
-- FAS
will be granted anti-dilution rights restricting, so long as FAS
holds at least 50% of the outstanding Common Shares, the number of
stock options Iplayco may grant without the prior written approval
of FAS; and
-- For so
long as FAS and its affiliates continue to own at least 50% of the
outstanding Common Shares, FAS will have the right to nominate 50%
of the Iplayco Board and, should FAS and its affiliates own less
than 50% but more than 20% of the outstanding Common Shares, FAS
will have the right to nominate two individuals to the Iplayco
Board.
Closing of
the Private Placement is subject to certain closing conditions
standard for a transaction of this nature, including, without
limitation, the following: (i) approval of the Private Placement by
the shareholders of Iplayco; (ii) receipt of all required
regulatory approvals; and (iii) the entering into by Iplayco with
certain designated senior executives of Iplayco of retention
employment agreements in form and substance satisfactory to
FAS.
Upon
closing of the Private Placement, FAS will own 10,650,000 Common
Shares and 1,065,000 Warrants, representing approximately 51% of
the Common Shares outstanding on completion of the Private
Placement (approximately 53%, assuming full exercise of the
Warrants).
Support Agreements
Each of
the senior officers and directors of Iplayco, representing, in
aggregate, approximately 27% of the 10,220,187 issued and
outstanding Common Shares has entered into a support agreement
with FAS, pursuant to which, among
other things, they have agreed to vote their Common Shares in
favour of the Private Placement.
Shareholder Meeting
Iplayco
will hold a shareholder meeting on or about August 14, 2014, to
consider and approve the Private Placement. Further details
relating to the Private Placement will be described in the
Management Information Circular of Iplayco to be filed with
regulatory authorities and mailed to Iplayco shareholders in
accordance with applicable laws.
Iplayco shareholders are advised to read the materials relating to
the proposed Private Placement that will be filed by Iplayco with
securities regulatory authorities in Canada when they become
available. Anyone may obtain copies of these documents when
available free of charge at the Canadian Securities Administrators'
website at www.sedar.com.
About FAS
FAS is a private
company incorporated pursuant to the laws of the Kingdom of Saudi
Arabia. All of the outstanding securities of FAS are held
beneficially by three individuals. FAS and its subsidiaries (the
"Group") are one of the leading groups of companies in the
Kingdom of Saudi Arabia focusing on the retail and real estate
business sectors. The Group started in 1989 as a partnership
between three brothers as a retail apparel store operator. Today
the Group has diversified from fashion retail business into other
sectors. The diversification has further extended to cover
non-retail business sectors such as real-estate, construction,
financial services, health care and hospitality.
For more
information please visit
www.fawazalhokair.com.
About Arabian Centres Company
Ltd.
Arabian
Centres Company Ltd. ("ACCL"), an affiliate of Al Hokair, is the largest
builder, owner and operator of shopping malls operating in Saudi
Arabia. ACCL operates 13 shopping malls on over 1.2 million square
meters of prime retail real estate. For more information please
visit www.arabiancentres.com.
About Al Hokair
Al Hokair
is a leading fashion retail trading company with retail operations
in the Middle East, North Africa, Central Asia, Caucasus Region and
the United States. Al Hokair has franchise agreements with
international fashion retailers including Inditex Group, Gap Inc.,
Arcadia Group, Marks & Spencer and Mango. As at March 31, 2014,
Alhokair represented 80 international retail brands through 1,738
stores. The brand portfolio of Al Hokair covers all of the major
sectors of the apparel market, including womenswear, menswear,
childrenswear, footwear and accessories and beauty and home ware
products. For more information
please visit
www.fawazalhokairfashion.com.
About Iplayco Corporation
Limited
Iplayco is
a global leader in the design, manufacturing and installation of
premium-quality, fun, safe and durable play structures for
children. In its 15-year history, Iplayco has sold play structures
to over 50 countries and to 16 different markets, including
family entertainment centres, theme parks, shopping malls,
restaurants, fitness and health clubs, municipalities, schools,
daycare centres, hospitals, zoos and churches. Iplayco also owns and operates a family entertainment
centre ("The Great Escape") in Langley, British Columbia. For more
information, please visit
www.iplaycoltd.com.
Cautionary Note Regarding
Forward-looking Statements
This news
release contains certain forward-looking statements. All
statements, other than statements of historical fact, included
herein, including without limitation statements regarding the
Corporation's business, results or future plans, are forward
looking statements that involve various risks and uncertainties.
There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ
materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from
the Corporation's expectations are disclosed elsewhere in documents
that are available to the public.
For more information, please
contact:
Iplayco
Corporation Limited
Max
Liszkowski
Chief
Financial Officer and Corporate Secretary
(604)
607-1111
ir@iplayco.com
This announcement is for
informational purposes only and does not constitute an offer to
purchase, a solicitation of an offer to sell the shares or a
solicitation of a proxy.
Neither TSX Venture Exchange nor
its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Iplayco Corporation Ltd. was
recognized as a TSX Venture 50(R) company in 2014. TSX Venture 50 is
a trade-mark of TSX Inc. and is used under
license.
SOURCE: Iplayco Corporation Limited
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