Acquisition of Lottery Company
Mar 22, 2005
ASX RELEASE - Tuesday 22nd March 2005
Jumbo Corporation Limited (JUM) is pleased to advise that it has entered into a Heads of Agreement to acquire Melbourne based gaming business TMS Global Services Pty Ltd (TMS), a wholesaler and online retailer of lottery products through agreements with Tattersall’s (Victoria) and the NSW Lotteries Corporation.
TMS UNAUDITED RESULTS
TMS has provided the following unaudited results:12 months to June 2004 | 6 months to December 2004 | |
Operating Revenue | $19,071,164 | $9,396,064 |
EBITDA | $924,984 | $839,848 |
EBIT | $764,902 | $686,520 |
JUM AUDITED RESULTS
12 months to June 2004 | 6 months to December 2004 | |
Operating Revenue | $7,744,052 | $4,181,427 |
EBITDA | $400,033 | $295,670 |
EBIT | $289,705 | $247,857 |
PRO FORMA RESULTS JUM/TMS POST MERGER
6 months to 31 December 2004 | |
Operating Revenue | $13,577,491 |
EBITDA | $1,135,518 |
EBIT | $934,377 |
PRO FORMA WORKING CAPITAL JUM/TMS POST MERGER
JUM 31 Dec 2004 | TMS 31 Dec 2004 | TOTAL 31 Dec 2004 | |
Cash | $1,703,909 | $1,926,997 | $3,630,906 |
PRO FORMA BALANCE SHEET POST MERGER (UNAUDITED)
31 December 2004 | |
Total Assets | $8.7 million |
Total Liabilities | $2.9 million |
Net Assets | $5.8 million |
PURCHASE CONSIDERATION
- $2.3 million cash on settlement
- A further $375, 000 payable within 18 months
- 59.7 million JUM Shares subject to escrow arrangements that have yet to be finalized. The deemed issue price is 2.6c per share which is 80% of daily share price average for the last 3 months.
- 5 million options for JUM Shares with a conversion price of 4.0c and an exercise period of 24 months. These options can only be converted if the JUM share price is above 6.0c
Number of shares and options on issue pre acquisition (fully diluted): | 267.2 million | ( 80.5%) |
Number of shares and options to be issued to TMS vendors: | 64.7 million | ( 19.5%) |
Number shares and options on issue post acquisition (fully diluted): | 331.9 million | (100.0%) |
- Ratification of the Board of JUM
- JUM obtaining shareholder approval from the acquisition
- JUM obtaining acceptable debt finance. Preliminary finance approval has been obtained.
- JUM completing due-diligence on TMS to its satisfaction.
- JUM finalising employment agreements with TMS executives.
TIMEFRAME
LOTTERY TENDER
CONCLUSION
The Directors of JUM believe the acquisition of TMS will provide JUM shareholders with involvement in a high growth market sector with established revenues and the benefit of synergies with JUM’s existing international business operations.
Furthermore the acquisition of TMS represents a significant milestone for JUM in its policy to expand the company’s operation beyond its existing retail online business. The pursuit of growth organically and by acquisition is viewed by the board as a mechanism for shareholders to enjoy a broader base of quality growth opportunities.
This announcement together with general information on the company and ASX releases are available at: www.jumbocorporation.com
For further information, please contact:
Mike Veverka, CEO
Email: mike@jumbocorporation.com
Web: www.jumbocorporation.com