Ainsworth’s $1.30 Bid Offers 30% Premium Over Novomatic’s Previous Offer

Context and Offer Details

Kjerulf David Hastings Ainsworth has launched a second off-market proportional takeover bid for 5.5% of the fully paid ordinary shares in Ainsworth Game Technology Limited (ASX:AGI). The offer price is set at $1.30 per share, representing a substantial premium of 23.8% over AGI’s closing prices immediately prior to the announcement and a 30% premium over the previous $1.00 per share offer made by Novomatic in 2025.

This unconditional all-cash offer provides shareholders with an opportunity to realise cash value at a premium without incurring brokerage fees or stamp duty, enhancing liquidity for those wishing to partially exit their investment. The bid closes on 27 April 2026, with detailed instructions provided for shareholders on how to accept the offer either online or via postal forms.

Ainsworth’s Position and Intentions

Mr Ainsworth currently holds approximately 8.17% of AGI shares and aims to increase his stake to a maximum of 13.25% through this offer. He has expressed a firm belief that AGI is significantly undervalued, citing the company’s asset backing and growth potential in the global gaming industry. His bid follows a previous proportional offer that closed in January 2026, demonstrating ongoing commitment to the company.

Beyond the acquisition of shares, Ainsworth intends to use his increased influence to advocate for minority shareholder interests. This includes opposing any moves to delist AGI from the ASX, pushing for the recommencement of dividend payments, and supporting board and management changes. Specifically, he supports the resignation of the current chairman and company secretary, with a view to appointing Lawrence Levy as chairman and subsequently endorsing a new CEO aligned with this vision.

Market and Regulatory Considerations

Novomatic remains the dominant shareholder with 67.4% ownership and has stated its $1.00 per share offer was final, making a competing bid unlikely in the near term. Ainsworth has also conducted due diligence on regulatory requirements related to gambling licenses, noting that surpassing a 10% shareholding threshold may trigger notifications and filings with gambling regulators. He is confident in his ability to meet these regulatory obligations.

From a financial perspective, Ainsworth has secured sufficient funds to complete the offer, including term deposits exceeding the maximum cash consideration required. The offer is unconditional, and shareholders accepting will receive payment within a month of acceptance or within 21 days after the offer period closes.

Tax and Shareholder Impact

The bidder’s statement includes a comprehensive overview of the Australian tax implications for shareholders accepting the offer, including capital gains tax considerations. Shareholders are advised to seek independent tax advice tailored to their circumstances. The offer also allows shareholders to retain the majority of their holdings, as only 5.5% of shares can be tendered, except where this would leave a holding below a marketable parcel, in which case all shares may be acquired.

This bid represents a strategic move by Ainsworth to consolidate his position in AGI while providing shareholders with a premium exit option. It also signals potential shifts in corporate governance and shareholder activism within the company.