TIDMBIDS
RNS Number : 4688H
Bidstack Group PLC
01 August 2019
Certain information contained within this Announcement is deemed
by the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon
publication of this Announcement, this information is considered to
be in the public domain.
1 August 2019
Bidstack Group PLC ("Bidstack" or "the Company")
Acquisition of Pubguard
Acquisition of advertising safety and fraud detection
platform
Bidstack Group plc (AIM: BIDS.L), the in-game advertising group,
is pleased to announce that it has, today, acquired the entire
issued share capital of Minimised Media Limited ("Minimised Media")
which trades under the name "Pubguard".
Minimised Media have built software technology that
automatically reviews advertisements served in-app and on mobile
and desktop web content to identify offensive, malicious, illegal
ad content and malware which can be blocked at a clients'
discretion.
Pubguard's platform and technology offering is both well known
and well respected in the digital advertising industry. Pubguard's
software will be used to protect all of Bidstack's gaming
inventories.
Brand safety and ad fraud have been hot topics in the
advertising industry for a number of years. According to a recent
Brand Safety report 65% of advertisers are present in non-brand
safe environments and there have been numerous calls to tackle
these challenges from industry leaders(1) .
Bidstack intends to maintain and utilise the Pubguard platform
to enhance its current technical and commercial offering as part of
its Software Development Kit. The Directors believe the acquisition
will provide a ready-made solution to enhance the Bidstack platform
and save the Company several months of development time and
resource.
The sellers of Minimised Media include Andrew Stevens, Chairman,
Justin Wenczka, Chief Executive, Chris Damski, Chief Product
Officer, Dan Hapgood, Chief Technology Officer, and two funds
operated by Mercia Asset Management Plc ("Mercia"). The
consideration for the transaction of GBP300,000 will be entirely
satisfied by the issue and allotment of 869,565 Bidstack ordinary
shares credited as fully paid at a price of 34.5 pence per share
("Consideration Shares").
Each of Justin Wenczka, Chris Damski, Dan Hapgood and Andrew
Stevens have agreed not to sell any of their Consideration Shares
for twelve months following completion save in certain limited
circumstances and for the following twelve months to sell their
shares only through a broker nominated by the Company. Mercia has
agreed not to sell any of its funds' Consideration Shares for six
months following completion save in certain limited
circumstances.
In the financial year from 1 May 2017 to 30 April 2018 Minimised
Media it made an unaudited loss of approximately GBP270k. In the
period from 1 May to 31 December 2018 it made an unaudited loss of
approximately GBP177k. As at 31 December 2018 the unaudited net
assets of Minimised Media were approximately GBP28k.
James Draper, CEO of Bidstack, commented, "As custodians of
studio director's artwork the prevention of fraudulent advertising
is a priority for us. Pubguard brings a number of technical and
commercial upsides to Bidstack. First, we are protecting gamers
against fake adverts that, for example, could redirect them to
adult content. Second, Pubguard brings the group technology and a
brand that is respected in the gaming and digital media space.
"As we have said previously, our intention is to grow Bidstack
to become a significant media owner in the video games market. We
stated Q3 would be an important period for us and I believe the
purchase of Pubguard, our first venture into growth by acquisition,
shows our commitment towards commercial innovation.
"We'd like to welcome the Pubguard team into the Bidstack family
and we look forward to growing the business further."
Justin Wenczka, CEO of Minimised Media said, "Due to high levels
of user engagement we've seen gaming brands targeted by fraudsters
so it makes sense for us to focus on an area of great need with the
fantastic team at Bidstack. Gaming is part of our company culture
so we know the huge potential of unlocking multi-platform ad spaces
and the need for increased safety measures to protect its sensitive
demographics. Bidstack has a tremendous focus and comprises of some
of the best talent in the industry and we're looking forward to
achieving great things together moving forward."
Application has been made for the admission of the 869,565
Consideration Shares to trading on AIM and it is expected that
dealings in the New Shares will commence on or around 6 August
2019. On admission the Consideration Shares will rank pari passu in
all respects with the Company's existing ordinary shares.
Total Voting Rights
Following admission of the Consideration Shares, the total
issued share capital of the Company will consist of 244,227,812
ordinary shares. As such the total number of voting rights in the
Company will be 244,227,812 ordinary shares. This number may be
used by shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under
the FCA's Disclosure and Transparency Rules.
References:
1. "Willing to risk it? A Report on Brand Safety and advertiser
preference" published by Ebiquity and Zulu 5, 26 June 2019
https://www.ebiquity.com/news-insights/research/brand-safety-in-the-uk-willing-to-risk-it-a-report-on-brand-safety-and-advertiser-preference/
Contacts
Bidstack Group PLC
James Draper, CEO +44 (0) 7850 341 885
SPARK Advisory Partners Limited (Nomad)
Mark Brady/Neil Baldwin/James Keeshan +44 (0) 203 368 3550
Peterhouse Capital Limited (Broker)
Eran Zucker/Lucy Williams/Duncan Vasey +44 (0) 20 7409 0930
ENDS
Notes to editors
Bidstack is an advertising technology company which provides
dynamic, targeted and automated native in-game advertising for the
global video games industry across multiple platforms. Its
proprietary API technology is capable of inserting adverts into
natural advertising space within video games across multiple video
games platforms (mobile, PC and console).
Bidstack's customers are games publishers and developers and
advertising agencies, brands and programmatic advertising
platforms. Bidstack contracts exclusive access to the native
in-game advertising space within video games from their developers
or publishers and sells that advertising space either direct to
specific brands and their agencies or through programmatic
advertising platforms.
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END
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