Reverse takeover on AIM
Financial Adviser & Nomad role – reverse takeover of Bidstack Limited by KIN Group plc and placing
Bidstack Group plc
Bidstack is a provider of native in-game advertising that is dynamic, targeted and automated, serving the global video games industry across multiple platforms. Its proprietary technology is capable of inserting adverts into natural advertising space within video games.
The key benefit of native in-game advertising is that it appears authentic and "natural" to the environment and does not adversely affect the gamer's experience. The Company's products are prevalent in games such as Football Manager and Codemasters' DiRT Rally 2.0, the sequel to the successful BAFTA nominated DiRT Rally.
In addition, Bidstack's advertisements cannot be excluded with ad-blocking software and the gamer cannot, and has no need to, skip through the advertisement. Bidstack's advertisements retain and can enhance the authenticity of the game's artwork.
Bidstack's proprietary API technology integrates across multiple video games platforms (mobile, PC and console), opening up in-game advertising opportunities at scale.
Bidstack's customers are games publishers and developers (on the supply side), and advertising agencies, brands and programmatic advertising platforms (on the demand side). Bidstack secures exclusive access to the native in-game advertising space within video games from their developers or publishers. Bidstack sells that advertising space either direct to specific brands or programmatic advertising platforms.
In 2018 one of SPARK's clients AIM-quoted investing company and shell company, KIN Group PLC agreed terms to acquire unquoted Bidstack Limited by way of a reverse takeover. Bidstack was the first company to have raised money through crowdfunding – on the Crowdcube website – to progress to list on the London Stock Exchange. This brought with it a number of previously unencountered complexities, particularly in relation to the classification of concert parties, and the consequential "whitewash" procedure, under the Takeover Code.
Due to a number of regulatory deadlines that needed to be met, the transaction was completed within a challenging two month timetable, from the date at which SPARK was engaged Financial Adviser.
Why SPARK?
Mark Brady and James Keeshan of SPARK's AIM services team acted as Nominated and Financial Adviser on the transaction. SPARK project managed the transaction, leading liaison with the Takeover Panel, and using its accumulated TMT experience in the production of the Admission Document, and co-ordinated the underlying workstreams, together with the Company's other advisers.
This was an ambitious transaction representing a reverse takeover that resulted in an oversubscribed fundraise and a re-admission to the AIM Market. Since its re-admission, the Company has:
gone through a further oversubscribed funding round of £5m in May 2019;
signed contracts with major game publishers such as Codemasters, the award-winning video game developer and publisher; and
launched a platform that allows the purchase of digital advertising space programmatically, through multiple advertising exchange and data exchange accounts, using one interface.
At the time of writing (July 2019), the Company's share price is up over 426% from the RTO price.
Acquisition of John Swan & Son plc Sponsor Services for Downing FOUR VCT