AGI Shareholders Face Key Choice as Ainsworth Pushes for Board Shakeup

Ainsworth’s Renewed Bid for AGI

In a notable development for Ainsworth Game Technology Limited (ASX:AGI), major shareholder Kjerulf David Hastings Ainsworth has launched a second off-market proportional takeover bid. The offer targets 5.5% of the company’s fully paid ordinary shares at $1.30 per share, representing a substantial 23.8% premium to AGI’s closing prices immediately prior to the announcement. This bid follows a previous proportional offer that closed in January 2026, signaling Ainsworth’s continued commitment to increasing his stake in the gaming technology company.

The offer is unconditional and entirely in cash, providing shareholders with a straightforward opportunity to realise value at a premium without incurring brokerage fees or stamp duty. For those who participated in the earlier bid, this second offer allows them to realise an aggregate 8.4% of their holdings, enhancing liquidity while retaining a majority interest in AGI.

Strategic Intent and Shareholder Advocacy

Ainsworth currently holds an 8.17% relevant interest in AGI and aims to increase this to a maximum of 13.25% through the offer. Despite this increase, he does not expect a significant rise in his ability to influence AGI’s strategic direction. Nevertheless, he has made clear his intention to advocate for minority shareholders by opposing any delisting of AGI from the ASX, pushing for the recommencement of dividend payments, and supporting changes in the company’s leadership. Specifically, Ainsworth supports the resignation of current chairman Daniel Gladstone and company secretary Mark Ludski, and the appointment of Lawrence Levy as chairman, followed by the installation of a new CEO endorsed by Levy.

Market Context and Competitive Landscape

The offer price notably exceeds the $1.00 per share bid made by Novomatic AG, which currently holds a dominant 67.4% stake in AGI. Ainsworth points out that Novomatic has declared its offer final and will not increase it, and under Takeovers Panel guidance, it would be unacceptable for Novomatic to make a higher bid within four months of their last offer’s closure. This context leads Ainsworth to believe the likelihood of a competing or superior proposal is low, positioning his bid as the most attractive option for shareholders seeking liquidity at a premium.

To support the offer, Ainsworth has secured sufficient funds exceeding $22 million, held in term deposits with Commonwealth Bank of Australia, ensuring prompt payment to shareholders who accept the offer. Additionally, he has been actively acquiring shares on-market at prices below the offer price, further consolidating his position.

Regulatory and Tax Considerations

Ainsworth has conducted due diligence regarding regulatory requirements related to holding interests above 10% in companies with gambling licenses. He acknowledges potential filing obligations with gambling regulators but expresses confidence in meeting these requirements. The offer is structured to be tax-efficient for Australian resident shareholders, with no stamp duty payable on acceptance and clear guidance provided on capital gains tax implications. Foreign shareholders will receive the same cash consideration, though they should seek independent tax advice due to differing tax regimes.

Next Steps for Shareholders

The offer remains open until 7:00 PM Sydney time in April 2026, with shareholders able to accept online or via physical acceptance forms. Acceptance is limited to 5.5% of each shareholder’s holdings, except where accepting would leave a holding below a marketable parcel, in which case the offer extends to all shares held. Shareholders are encouraged to carefully review the bidder’s statement and consult advisers before deciding.