Ainsworth Opposes Takeover Shield and Nominates Former CEO for AGI Board
Kjerulf David Hastings Ainsworth has taken a sharper stance in his bid for Ainsworth Game Technology, opposing Novomatic’s constitutional takeover protections while nominating a former CEO for the board and pressing for a dividend policy amendment.
- Opposes Novomatic’s renewal of proportional takeover provisions
- Supports constitutional changes on director remuneration and disclosure
- Nominates Lawrence Levy for independent director role
- Plans to propose mandatory dividend payments after long hiatus
- Takeover bid targets 5.5% stake with strategic governance aims
Opposition to Novomatic’s Takeover Shield
Kjerulf David Hastings Ainsworth has escalated his campaign for influence at Ainsworth Game Technology Ltd (ASX:AGI) by explicitly opposing a key resolution requisitioned by the controlling shareholder Novomatic. The resolution seeks to renew proportional takeover provisions in AGI’s constitution, which Ainsworth argues would entrench Novomatic’s control and block alternative takeover opportunities, including his own recent 5.5% off-market bid.
He warns that this renewal could deny shareholders the chance to sell shares under proportional bids without Novomatic’s prior approval, effectively limiting contestability for ownership. In contrast, Ainsworth supports Novomatic’s other proposed constitutional amendments aimed at tightening director remuneration and disclosure, describing those as positive governance steps.
Boardroom Moves with Former CEO Nomination
Ainsworth has nominated Lawrence Levy, AGI’s former CEO from 2019 to 2021, for election as an independent non-executive director at the upcoming AGM, subject to regulatory approval. Levy’s extensive global experience in the gaming and casino sector, including senior roles at Novomatic and a deep familiarity with AGI’s operations, is pitched as an asset for continuity and strategic insight.
This nomination aligns with Ainsworth’s previously expressed support for Levy to become AGI chairman and subsequently back the appointment of a new CEO, signalling a clear intent to influence AGI’s leadership and strategic direction. The move follows Ainsworth’s earlier takeover bid momentum disclosures where he detailed his growing stake and bid terms.
Dividend Policy Under the Spotlight
Highlighting a longer-term shareholder grievance, Ainsworth criticises AGI’s decision not to pay dividends since October 2018 despite strong financial results and revenue growth. He questions whether the board has balanced reinvestment priorities properly against shareholder returns.
Although the deadline for AGM resolutions has passed, Ainsworth intends to requisition a separate meeting to propose a constitutional amendment mandating dividend payments out of company profits. This initiative underscores his broader strategy to challenge the status quo and push for tangible shareholder value distribution.
Implications for AGI Shareholders and Control Dynamics
Ainsworth’s second supplementary bidder’s statement, lodged on 14 April 2026, adds a new dimension to his ongoing takeover bid campaign by combining governance reform advocacy with direct challenges to Novomatic’s control mechanisms. The outcome of the AGM votes on these resolutions, along with regulatory approval of Levy’s appointment, will be critical in shaping AGI’s control landscape and shareholder returns.
As Ainsworth’s stake potentially rises following his $1.30 per share proportional offer, the contest between him and Novomatic over AGI’s future governance and strategy is set to intensify, with shareholders caught between competing visions for the company’s direction.
Bottom Line?
AGI’s AGM and regulatory decisions on these constitutional and boardroom issues will be pivotal for shareholder influence and dividend prospects.
Questions in the middle?
- Will AGI shareholders reject the renewal of proportional takeover provisions?
- Can Lawrence Levy’s appointment reshape AGI’s strategic leadership?
- How will the market react if a mandatory dividend policy is introduced?
