As we reported on the 21st February Beacon Entertainments is to be sold on once again. Praesepe Plc has announced a conditional agreement to purchase Beacon Entertainments for just over £5 million, with a maximum cash payment of £272,500 and the rest in Praesepe ordinary shares.

The group will also assume the debts of around £40 million when they take over the company. The deal valued at around £45 million in total is around half of what the company was sold for in 2006.

The deal will add 26 Adult Gaming Centres operating under the 'Showboat' and 6 bingo clubs which are part of the the Beacon Bingo brand. Subject to all going as planned this latest acquisition will take the number of venues in the Praesepe's portfolio to 86 venues located in England, Scotland and Wales.


Beacon Entertainments was owned by the Thomas family and acquired by Mayfair Acquisitions Limited in August 2006. In April 2009, the company was restructured and, as part of the restructuring, a debt for equity swap took place whereby certain facilities under the Facility Agreement were written off in exchange for shares in the group. It is currently led by Brian Mattingley who serves as Executive Chairman.

Beacon Entertainments generated turnover of GBP 35.9 million and operating profit before depreciation, amortisation and non-recurring costs of GBP 5.4 mllion in the 56 weeks ended 26 April 2009.

Total amount payable to the vendor:

• (a)£5,022,500 to be satisfied by the issue of up to a maximum of 66,666,667 Ordinary Shares in the Company, being the Consideration Shares issued at a price of 7.5p per share, plus a payment of up to a maximum £272,500 in cash. Any payment of up to £272,500 in cash will reduce the number of Consideration Shares to be issued;
• (b) up to 30,000,000 Warrant Consideration Shares conditional upon the Company achieving a share price of at least 20p within the next ten years or a Change of Control occurring at a value greater than 10p per Ordinary Share, further details of which are set out in Part V of this document. If the maximum cash consideration of £272,500 referred to in paragraph (a) above is paid, the number of Warrant Consideration Shares would decrease to 28,500,000; and
• (c) rights to receive the benefit of VAT reclaims by the Target Group in respect of periods up to Completion, further details of which are set out in paragraph 11 of Part VI of this document.

The acquisition is expected to start generating significant synergies within the six months following completion and will be fully realised by the end of 2011. Savings are reported likely be in the region of around £2 million pounds per year.

Once the deal is completed, Brian Mattingley, currently executive chairman of Beacon, will join the Praesepe board as an executive director with a focus on business development. He has extensive experience of the UK gaming sector having held senior positions at Gala Coral Group and served as chief executive of Ritz Bingo Ltd. Mattingley has been a non-executive director of 888 Holdings plc since March 2006. Brian was appointed to the
board of the Bingo Association as Chairman in August 2005

Praesepe commented on the deal  "There is no doubt that this deal provides the quantum leap that I know investors have been waiting for. I think we can now call ourselves a ‘mid cap’ gaming business and I fully intend to forge ahead now with further opportunities in the sector".

Shareholders will be given the opportunity on the 19th April to vote in favour or against the acquisition.

About Praesepe Plc
Praesepe plc was formed in 2007 with a mandate from shareholders to acquire or develop businesses in the ‘Low stake High volume’ gaming market in the UK and Europe. The first 'AGC' acquisition was completed in July 2008 and has since been rebranded and relaunched as Cashino. Further acquisitions were made in 2009 and details of these can be found on the companies Press Release page.


The group continues to monitor suitable acquisitions although it is adopting a selective approach. It claims any acquisitions are likely to be significantly earnings enhancing but are likely to involve the issue of additional equity.  Specific areas of interest are Gaming machines, Cash Bingo and Sports Betting but might also include on-line gaming.