Shareholders Face Irrevocable Decision as Ainsworth Board Supports KDHA’s Partial Takeover Offer

Overview of the Proportional Takeover Offer

Ainsworth Game Technology Limited (ASX:AGI) has issued its Target’s Statement in response to an unconditional proportional off-market takeover bid by Mr Kjerulf David Hastings Ainsworth (KDHA). The offer seeks to acquire 5.5% of each shareholder’s ordinary shares at a cash price of $1.30 per share. This price represents a premium of approximately 23.8% to the closing price on the last trading day before the announcement and 23.6% to the one-month volume weighted average price (VWAP).

The offer is unconditional and applies proportionally to each shareholder’s holding, rounded down to the nearest whole number of shares. Shareholders holding an unmarketable parcel of shares will have the offer extended to all their shares. The offer is scheduled to close at 7.00pm (Sydney time) on 27 April 2026, subject to extension or withdrawal.

Independent Board Committee’s Recommendation and Rationale

The Independent Board Committee, comprising Ainsworth’s independent non-executive directors, has unanimously recommended that shareholders accept the proportional offer, subject to no superior proposal emerging. The Committee considers the offer price to be acceptable and at a premium to recent trading prices, providing shareholders with certainty of value for a portion of their holding without the risks associated with on-market sales.

Accepting shareholders will receive $1.30 per share for 5.5% of their holding, with no brokerage, stamp duty, or other transaction costs if shares are registered in an Issuer Sponsored Holding. The Committee highlights that the offer provides liquidity and a premium for shareholders who may wish to partially exit their investment, while retaining the balance of their shares.

Shareholders are strongly encouraged to read the full Target’s Statement and the Bidder’s Statement carefully before deciding whether to accept or reject the offer. The Committee also advises shareholders to seek independent financial, legal, or taxation advice tailored to their circumstances.

Background on KDHA’s Interest and Potential Shareholding Impact

Mr Kjerulf David Hastings Ainsworth is an existing shareholder with a relevant interest of approximately 8.24% as at 27 March 2026. If all shareholders accept the proportional offer, KDHA’s holding would increase to approximately 13.29% of Ainsworth’s shares on issue. This follows KDHA’s previous proportional offer for 2.9% of shares at the same price, which closed in January 2026.

The offer is part of KDHA’s ongoing strategy to increase his stake and influence in Ainsworth. The Target’s Statement notes that KDHA has reserved the right to acquire additional shares on-market at prices below the offer price during the bid period, consistent with market integrity rules.

Company Overview and Financial Position

Ainsworth is an established electronic gaming machine manufacturer and content provider, with a significant presence in North America, Latin America, Asia Pacific, and Europe. The company reported FY25 revenue of AUD 290.8 million, with a gross profit of AUD 166.6 million. Recurring revenue streams, including participation and lease agreements and connected gaming units, contributed substantially to the business.

The company’s product portfolio includes gaming cabinets such as the A-Star Raptor™ and proprietary systems like the Historical Horse Racing (HHR) platform. Ainsworth invests heavily in research and development, with studios across multiple regions to support innovation and market-specific product development.

As at 31 December 2025, Ainsworth held total assets of AUD 419.2 million and net assets of AUD 328.7 million. The company’s largest shareholder is Novomatic AG, holding approximately 67.39% of shares, with KDHA and related parties holding around 20.87% collectively.

Risks and Considerations for Shareholders

The Target’s Statement outlines various risks associated with accepting or rejecting the proportional offer. Key risks of acceptance include the irrevocability of acceptance, the inability to withdraw once accepted, and potential tax implications which vary depending on individual shareholder circumstances. Shareholders who reject the offer retain their full shareholding but remain exposed to the operational and market risks inherent in Ainsworth’s business.

Other risks highlighted include regulatory changes, economic conditions in key markets such as North and Latin America, competition in the gaming industry, supply chain challenges, foreign exchange volatility, and the company’s reliance on key personnel and intellectual property.

Shareholders are advised to consider these risks carefully and consult professional advisers as necessary before making a decision.

Next Steps and Shareholder Actions

Shareholders wishing to accept the offer must follow the instructions set out in the Bidder’s Statement and Target’s Statement, including completing the Acceptance Form or instructing their controlling participant. Those holding shares on the CHESS sub-register or Issuer Sponsored sub-register have specific acceptance procedures.

Shareholders who do not wish to accept the offer may simply take no action and continue to hold their shares. They may also sell shares on-market, but should be aware that shares sold on-market during the offer period will not be eligible for acceptance into the proportional offer.

The Independent Board Committee and Ainsworth Directors have no relevant interests in the offer and have not acquired or disposed of shares in the four months preceding the Target’s Statement.

This release follows KDHA’s earlier 5.5% takeover bid disclosures and supplementary statements, which detailed his increasing shareholding and intentions.