Iplayco Announces a Non-Brokered Strategic Private Placement of $8,839,500 with Saudi FAS Holding Company


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TSX.V:IPC
06/25/2014 [ACCESSWIRE]

Langley, BC / ACCESSWIRE / June 25, 2014 / Iplayco Corporation Limited (TSX VENTURE: IPC) ("Iplayco" or the "Corporation") announces that it has entered into an investment agreement dated June 25, 2014 (the "Investment Agreement"), with Saudi FAS Holding Company and its wholly-owned British Columbia subsidiary, FAS Entertainment B.C. Ltd., (collectively "FAS") pursuant to which FAS has agreed to invest $8,839,500 into Iplayco (the "Private Placement"). Iplayco will use the proceeds from the Private Placement in part to fund its working capital requirements and in part for general corporate purposes.

FAS and Arabian Centres Company Limited, Iplayco's largest customer over the past three years, are affiliates of Fawaz Abdulaziz Al Hokair & Co. ("Al Hokair"), a retail conglomerate listed on the Saudi stock exchange with a market capitalization in excess of 20 billion Saudi Riyal (or $6 billion in Canadian dollars).

Mr. Fawaz Alhokair, Chairman of Al Hokair states: "Over the course of the past three years and through 9 completed projects aggregating to over $10 million dollars for our chain of Billy Beez family entertainment centres, including a Billy Beez location in the Kingdom of Saudi Arabia that received the distinction of being the world's largest indoor soft-play area, Iplayco has demonstrated to us that they are global leaders in the design, manufacturing and installation of large-scale, premium-quality play-structures for children. This investment represents the first step in our plan to rollout hundreds of Billy Beez locations worldwide and build a globally recognizable brand."

Mr. Scott Forbes, President and Director of Iplayco states: "This investment by FAS represents a significant milestone and turning point in Iplayco's history. We are extremely honored to have been selected by Al Hokair to help drive their aggressive growth plans for Billy Beez. This investment is a clear sign to our shareholders that Iplayco is positioned for significant growth. Iplayco also has Al Hokair's complete support to continue servicing and growing our existing customer base outside of the Billy Beez line. Customers of Iplayco can continue to expect world-class designs, quality and theming for any sized play-structures. To our employees: this partnership with FAS is the culmination of 15 years of your incredible creativity, dedication and hard work. You should be very proud. The foreseeable future promises to be filled with even greater excitement, challenges and opportunities."

Private Placement Highlights

Pursuant to the Investment Agreement:

  • -- FAS will purchase 10,650,000 units of Iplayco (the "Units") at a purchase price of $0.83 per Unit for gross proceeds to Iplayco of $8,839,500;

    -- Each Unit will consist of one common share of Iplayco (a "Common Shares") and one tenth of a share purchase warrant, with each whole warrant (a "Warrant") being exercisable until October 1, 2016 to acquire one additional Common Share at a price of $0.85 per Common Share;

    -- FAS will be granted a pre-emptive right to participate on a pro rata basis in any future financings of Iplayco to maintain its percentage interest in the Common Shares post-closing of the Private Placement;

    -- FAS will be granted anti-dilution rights restricting, so long as FAS holds at least 50% of the outstanding Common Shares, the number of stock options Iplayco may grant without the prior written approval of FAS; and

    -- For so long as FAS and its affiliates continue to own at least 50% of the outstanding Common Shares, FAS will have the right to nominate 50% of the Iplayco Board and, should FAS and its affiliates own less than 50% but more than 20% of the outstanding Common Shares, FAS will have the right to nominate two individuals to the Iplayco Board.

Closing of the Private Placement is subject to certain closing conditions standard for a transaction of this nature, including, without limitation, the following: (i) approval of the Private Placement by the shareholders of Iplayco; (ii) receipt of all required regulatory approvals; and (iii) the entering into by Iplayco with certain designated senior executives of Iplayco of retention employment agreements in form and substance satisfactory to FAS.

Upon closing of the Private Placement, FAS will own 10,650,000 Common Shares and 1,065,000 Warrants, representing approximately 51% of the Common Shares outstanding on completion of the Private Placement (approximately 53%, assuming full exercise of the Warrants).

Support Agreements

Each of the senior officers and directors of Iplayco, representing, in aggregate, approximately 27% of the 10,220,187 issued and outstanding Common Shares has entered into a support agreement with FAS, pursuant to which, among other things, they have agreed to vote their Common Shares in favour of the Private Placement.

Shareholder Meeting

Iplayco will hold a shareholder meeting on or about August 14, 2014, to consider and approve the Private Placement. Further details relating to the Private Placement will be described in the Management Information Circular of Iplayco to be filed with regulatory authorities and mailed to Iplayco shareholders in accordance with applicable laws.


Iplayco shareholders are advised to read the materials relating to the proposed Private Placement that will be filed by Iplayco with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge at the Canadian Securities Administrators' website at
www.sedar.com.

About FAS

FAS is a private company incorporated pursuant to the laws of the Kingdom of Saudi Arabia. All of the outstanding securities of FAS are held beneficially by three individuals. FAS and its subsidiaries (the "Group") are one of the leading groups of companies in the Kingdom of Saudi Arabia focusing on the retail and real estate business sectors. The Group started in 1989 as a partnership between three brothers as a retail apparel store operator. Today the Group has diversified from fashion retail business into other sectors. The diversification has further extended to cover non-retail business sectors such as real-estate, construction, financial services, health care and hospitality.

For more information please visit www.fawazalhokair.com.

About Arabian Centres Company Ltd.

Arabian Centres Company Ltd. ("ACCL"), an affiliate of Al Hokair, is the largest builder, owner and operator of shopping malls operating in Saudi Arabia. ACCL operates 13 shopping malls on over 1.2 million square meters of prime retail real estate. For more information please visit www.arabiancentres.com.

About Al Hokair

Al Hokair is a leading fashion retail trading company with retail operations in the Middle East, North Africa, Central Asia, Caucasus Region and the United States. Al Hokair has franchise agreements with international fashion retailers including Inditex Group, Gap Inc., Arcadia Group, Marks & Spencer and Mango. As at March 31, 2014, Alhokair represented 80 international retail brands through 1,738 stores. The brand portfolio of Al Hokair covers all of the major sectors of the apparel market, including womenswear, menswear, childrenswear, footwear and accessories and beauty and home ware products. For more information please visit www.fawazalhokairfashion.com.

About Iplayco Corporation Limited

Iplayco is a global leader in the design, manufacturing and installation of premium-quality, fun, safe and durable play structures for children. In its 15-year history, Iplayco has sold play structures to over 50 countries and to 16 different markets, including family entertainment centres, theme parks, shopping malls, restaurants, fitness and health clubs, municipalities, schools, daycare centres, hospitals, zoos and churches. Iplayco also owns and operates a family entertainment centre ("The Great Escape") in Langley, British Columbia. For more information, please visit www.iplaycoltd.com.

Cautionary Note Regarding Forward-looking Statements

This news release contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation statements regarding the Corporation's business, results or future plans, are forward looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations are disclosed elsewhere in documents that are available to the public.

For more information, please contact:

Iplayco Corporation Limited

Max Liszkowski

Chief Financial Officer and Corporate Secretary

(604) 607-1111

ir@iplayco.com

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.

Iplayco Corporation Ltd. was recognized as a TSX Venture 50(R) company in 2014. TSX Venture 50 is a trade-mark of TSX Inc. and is used under license.

 

SOURCE: Iplayco Corporation Limited 

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