Ainsworth bidder raises governance issues, seeks board reform
Kjerulf David Hastings Ainsworth has intensified his efforts to increase his influence at Ainsworth Game Technology (AGT), raising governance concerns while proposing board changes and dividend reforms as part of his ongoing takeover bid for a 5.5 per cent stake.
In a second supplementary bidder’s statement dated 14 April, Ainsworth confirmed that his proportional offer will remain open until 27 April at 7 pm Sydney time, unless extended or withdrawn. The filing sets out his position on key shareholder resolutions ahead of the company’s annual general meeting and outlines broader plans to reshape governance at the company.
Split stance on shareholder resolutions
Ainsworth said he would support a proposed amendment to AGT’s constitution to tighten director remuneration and disclosure requirements, describing it as a “positive” step and encouraging shareholders to vote in favour.
However, he opposed a separate resolution to renew proportional takeover provisions. According to the statement, such provisions could restrict the ability of other parties to make partial takeover offers without prior shareholder approval. Ainsworth argued this may limit opportunities for shareholders to sell part of their holdings and could reduce competition for control of the company.
He further stated that the measure could favour the existing controlling shareholder, Novomatic, rather than improve accountability across the shareholder base.
Board changes and leadership plans
Alongside governance concerns, Ainsworth has nominated former AGT chief executive Lawrence Levy as an independent non-executive director. The nomination is subject to regulatory approvals and is intended to be considered at the 2026 annual general meeting.
Ainsworth has also indicated that he would support Levy’s appointment as chairman, followed by the selection of a new chief executive with his backing. Levy previously served as AGT CEO between July 2019 and September 2021 and brings more than three decades of experience in the global gaming sector, including senior roles across multiple regions and at Novomatic.
Ainsworth said Levy would provide continuity and strategic insight as the company moves into its next phase.
Dividend reform proposal
A key part of Ainsworth’s position centres on shareholder returns. He noted that AGT has not paid dividends since 31 October 2018 despite reporting growth across its major markets.
He said the continued absence of dividends raises a legitimate question about whether the board has appropriately balanced reinvestment priorities with its responsibility to return value to shareholders. He also said he intends to requisition a separate shareholder meeting to propose a constitutional amendment requiring the payment of dividends from company profits.
The deadline to submit resolutions for the upcoming annual general meeting has already passed, making a separate meeting necessary to advance this proposal.
Offer details and board backing
The governance push comes alongside Ainsworth’s proportional takeover bid, which offers AU$1.30 (US$0.89) per share for 5.5 per cent of each shareholder’s holdings. The offer has been recommended by AGT’s independent board committee, which described the price as an acceptable premium in the absence of a superior proposal.
The offer represents a premium of 23.8 per cent to the company’s closing price before the bid and 23.6 per cent to its one month volume weighted average price. Under the structure, shareholders can sell only a portion of their holdings, allowing them to retain most of their investment while accessing cash.
The bid was first announced on 11 March and opened on 27 March. It is unconditional and applies only to fully paid ordinary shares.
Ownership dynamics and control contest
As of late March, Ainsworth held around 8.24 per cent of AGT and could increase this to approximately 13.29 per cent if the offer is fully accepted. Regulatory disclosures also show that he has been acquiring shares on market in recent weeks at prices between AU$1.04 ($0.71) and AU$1.09 ($0.74).
Novomatic remains the majority shareholder with a stake of about 67 per cent, maintaining effective control of the company. The Austrian group had earlier attempted to take AGT private with an AU$1.00 ($0.68) per share offer, but the bid lapsed in February after failing to reach the required 75 per cent threshold.
Kjerulf Ainsworth, the son of founder Len Ainsworth and a long-standing shareholder, opposed the earlier bid, stating that it undervalued the business. His current offer is his second attempt to increase his stake, following a previous proportional bid for up to 2.9 per cent that closed in January 2026.
Ongoing board developments
The takeover activity is unfolding alongside board changes. AGT recently appointed Novomatic board member Birgit Wimmer as a non-executive director, subject to regulatory approvals. The company said she will not be considered independent due to her links with Novomatic, with safeguards in place to manage potential conflicts.
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