31 March 2026: $1.30 per share proportional takeover bid for 5.5% of AGI

Dear fellow shareholders,

 

On 12 March 2026, I lodged a Bidder's Statement with ASIC and the ASX for my second proportional takeover bid to acquire 5.5% of Ainsworth Game Technology (ASX: AGI) at AUD$1.30 per share, in cash (and I lodged a Supplementary Bidder’s Statement on 30 March to disclose my current shareholding as at the offer date, 27 March 2026). The offer is unconditional.

The offer represents a 23.8% premium to AGI's closing share price on 11 March 2026, and a 30% premium to the $1.00 per share offered by Novomatic in its failed takeover bid. You can find the Bidder's Statement here.

 

What does this mean?

 I am offering to buy 5.5% of the shares held by each AGI shareholder at $1.30 cash per share, with no brokerage costs. You keep the rest of your shares and continue to participate in AGI's future performance (unless accepting the offer would leave you with less than a marketable parcel[1]).

For example: if you own 10,000 shares, you would sell 550 shares to me for $715 in cash and retain 9,450 shares.

Have you already accepted my previous offer?

If you accepted my first proportional offer in January, this offer allows you to sell a further 5.5% of your holding. Combined, that means you will have had the opportunity to sell an aggregate of 8.4% of your original holding at $1.30 per share.

 

Why am I making this offer?

I committed in my letter to shareholders on 2 February 2026 to make a further proportional offer within 60 days. I am honouring that commitment. While a proportional bid is not required in the current circumstances, I believe all shareholders deserve the opportunity to receive a fair price for a portion of their shares.

 

When does the offer close?

The offer closes at 7:00 PM (Sydney time) on 27 April 2026 (unless extended or withdrawn).

 

When will I be paid?

Payment will be made on or before the earlier of one month after you accept the offer, or 21 days after the end of the offer period.

 

Have you received your Acceptance Form?

Shareholders as at 16 March 2026 will have been sent an Acceptance Form setting out the number of shares you can sell into the offer. If you have not received yours, please call the Offer Information Line on 1300 126 515 (within Australia) or +61 2 8072 1451 (outside Australia).

You are not required to sell your shares. Please consider your own financial position and seek advice if needed.

I currently hold 8.24% of AGI's ordinary shares. If all other shareholders accepted the offer in full, I would hold approximately 13.28%.

Thank you for your continued support.

 

Yours sincerely,

Kjerulf Ainsworth

[1] If accepting the offer would leave you with less than a marketable parcel of shares (determined on the day of your acceptance), I will buy all of your shares for $1.30 each. So, for example, if you own 300 shares and accept the offer, you will be paid $390 in cash for all of your shares. However, this rule regarding the offer applying to all of Your Shares will not apply to a parcel of shares, whether held beneficially or otherwise, that has come into existence, or increased in size because of a transaction entered into (including the creation of one or more trusts), at any time after 10:00 AM on the Announcement Date (being 11 March 2026).

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13 March 2026: How an Austrian corruption charge may have soured Novomatic’s Ainsworth takeover