Langley, BC / TheNewswire / September 20, 2018 - Iplayco Corporation Limited (TSX VENTURE: IPC) ("Iplayco" or the "Corporation") is pleased to announce that, further to its news release dated July 19, 2018, it has completed the transactions contemplated by the share purchase agreement with FAS Entertainment B.C. Ltd., Saudi FAS Holding Company, and Billy Games Company Ltd. (collectively "FAS") dated July 18, 2018 (the "Share Purchase Agreement") and has purchased and cancelled 10,650,000 of the Corporation's common shares (the "Acquired Shares"). The Acquired Shares represented FAS's entire ownership position in Iplayco and constituted 51.03% of all Iplayco common shares issued and outstanding prior to their cancellation. Following cancellation of the Acquired Shares, the Corporation has 10,220,187 common shares issued and outstanding.
Pursuant to the terms of the Share Purchase Agreement, Iplayco paid FAS US$2,500,000 and has offered price discounts of up to US$1,000,000 toward future purchases of playground equipment from Iplayco (five purchase discounts of 20% each).
In connection with the closing of the transactions contemplated by the Share Purchase Agreement (the "Closing"), Sultan Alhokair, Muhanad Awad, Shad Azimi, Zaher Fattouh and Shaun Kriel, who were each nominee directors of FAS, resigned from the board of directors of the Corporation (the "Board").
In addition, concurrently with the Closing, Craig Williams has also resigned as a member of the Board in order to pursue other opportunities.
Iplayco's remaining directors, Scott Forbes, Mel Barsky and John Plumpton, are in the process of vetting candidates for vacant director positions. The Board anticipates appointing up to three new directors by the end of October.
"Iplayco wishes to thank its shareholders for supporting our decision to repurchase all shares held by FAS and move forward with a new global strategy that is already contributing to the company's financial performance," remarked President and Chief Executive Officer Scott Forbes. "Iplayco will enter its business year from October with a strong balance sheet, exceptional share structure and a sales mix highlighted by impressive results from our recent European acquisitions."
Iplayco is a global leader in the design and supply of premium-quality, fun, safe and durable indoor playgrounds for children. In its 19-year history, Iplayco has supplied playgrounds to over 60 countries worldwide. For more information, please visit www.iplaycoltd.com.
This news release contains "forward-looking statements" and certain "forward-looking information", within the meaning of applicable Canadian securities legislation, concerning the business, operations, financial performance and condition of the Corporation. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "should", "expected to", "intend", "continue", "plans", or similar terminology.
Forward-looking statements and information are based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performances or achievements of the Corporation to be materially different from future results, performances or achievements expressed or implied by such statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which Iplayco will operate in the future including but not limited to statement with respect to successful filling of director vacancies.
Forward-looking statements and information are subject to known and unknown risks, uncertainties and other important factors that may cause the actual results, level of activity, performance or achievements of Iplayco to be materially different from those expressed or implied by such forward-looking statements and information, including but not limited to: risks related to successful filling of director vacancies; fluctuation in foreign exchange rates and interest rates; stock market volatility; the impact of general business and economic conditions; risks related to international operations and government relations; liability, competition, loss of key employees and other related risks and uncertainties. Although Iplayco has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements or information. Iplayco does not undertake to update any forward-looking information that are contained or are incorporated by reference, except in accordance with applicable securities laws.
Iplayco Corporation Limited
Chief Financial Officer and Corporate Secretary
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.