gladiator education investor prospectus

Mixed learning stylesMathematics & numeracy Language & literacy Social inclusion Physical activity

Investor Prospectus

SOCIAL ACTIVE LEARNINGOpportunity addressing global challenges

Gladiator Education Education | April 2016

Gladiator Education GT | Presentation

2

This document is produced by Gladiator Education (the “Company”)

and is intended solely for the use of prospective investors to whom it

has been individually provided in determining whether or not to

request further information regarding the Company.

This Presentation is not intended to contain all of the information that may be

required to evaluate any transaction, and any recipient who may in the future

consider a transaction should conduct its own independent analysis of the

Company and of any data including information contained herein. The

Presentation includes estimates, projections and statements regarding future

events, including the anticipated future performance of the Company.

These reflect assumptions which may or may not prove to be correct, and future

performance may be substantially more or less favorable than reflected here. The

Company has no obligation to provide additional information or to correct or

update any of the information set forth in this Presentation.

The Company makes no representation or warranty, expressed or implied, as to

the accuracy or completeness of any information or data contained in this

Presentation, or made available in connection with any further investigation of the

Company. Nothing contained herein is, or shall be relied upon as a promise or

representation, whether relating to the past or the future.

GLADIATOR GT CONTACT INFORMATION

All enquiries should be made only to the persons named below:

Gladiator Education

Øvre Slottsgaten 3

N-0157 OSLO

Norway

Bjørnar Eide

CFO

[email protected]

Tel: +47 90258110

APPENDIXIMPORTANCE NOTICE

2010 Gladiator Education became part of Ferd’s group of

social entrepreneurs. Ferd is a

company controlled by Johan Andresen jr., one of Norway’s

most famous and successful

private equity investors.

Their program and many

supporters and stakeholder have enabled the company to

work closely with Per Ravn

Omdal (UEFA life Vice President).

Gladiator Education is a social

entrepreneur located in Oslo and

London.

Established in 2006 by Tor Sandnes and Glenn Andersen

who formed a joint venture with a football club in Oslo,

Norway. The main idea was to ensure that young talents

could find a local alternative for developing their football,

social and intrapersonal skills to become better team

players.

Through cooperation with the department of education,

department of health services, Oslo city, schools and other

local interest organizations the founders discovered that

the need for projects that focused on physical activity, social

inclusion and team work was in great demand, absolutely

necessary and fun and inspiring to work with.

The Idea of creating ball sets with numbers (0-9) and letters

became the answer along with many games and additional

services.

Social Investing Social Active Learning People Global Products Financials Processes Leading Innovator Attachments

We help prevent social problems by creating an arena for active participation.

A. Obesity / Inactivity

B. Social Inclusion

C. Motivation for learning

The Aball1 product series makes physical activity, cooperation and learning fun for all promoting

the following;

A. An arena where children and teenagers can feel safe and get a mastery experience, and

where mutual respect and cooperation can help create a great environment.

B. Give all youths a positive experience with physical activity in a way that gets even those who

are normally not very active involved.

C. Motivate the young to learn. Create an arena where everyone enjoys the experience of

learning, and where those who have problems learning through traditional methods, are

given a new way to attain knowledge.

Gladiator Education

Vision and Scope


Our vision is to reach 5 million children in 5 dedicated areas in 5 years.

(A) Social Active Learning

(B) People

(C) Global Products

(D) Financials

I. Strategy and goals

II. Market place

III. Financial overview

IV. Use of funds

V. Growth plans

(E) Processes

(F) Leading Invovator

i. Board Members

ii. References

iii. Partners & Projects

iv. Transaction Summary

BODY APPENDIX


BODY APPENDIX

APPENDIX

Gladiator Education GT Education

Gladiator Education is seeking to issue 49.9% of their common share for

NOK 25 million to fund continued growth and development of the

company. The vision is to become a top player in the market for new

and innovative educational products.

The acquisition of shares in Gladiator Education will provide;

A. A unique position in the growing market for educational innovative

tools for active learning focusing on physical activity and social

integration.

B. Access to an award winning company with product development

expertice recognized in many countries.

C. Ability to become a social entrepenuer with the potential to make a

difference.

We seek to create an arena for active learning

globally by getting as many children and teenagers

as possible.

The investment in Gladiator Education


Toprankblog.com reports that roughly

30% of consumers are

visual, 25 percent auditory,

and 15 percent are

kinesthetic learners.

We learn and grow in different ways – but

few course programs ecompast his fact in

such an integrated and expandable way

as Aball1 and Gladiator Education

The Kinesthetic members are notorious for on-the-go

learning or while engaging in an active activity such as

exercising. They also love to touch the material they are

learning. Even in a digital marketing world, this can be

accomplished more successfully than ever with the

advent of touch screens.

Also, watching others physically

manipulate the learning

material can be just as

successful in their absorption

process.

Social Active Learning


The success of Aball1 in schools

in Oslo is a great example of a

innovative way to encourage

more physical activity. A genius,

cheap and inclusive tool! Rolf

Hansen,

Senior Advisor in the Norwegian

Directorate for Health.

APPENDIXChildren learn through communication and interaction – with our

learning tools they can do even better!


The Aball1 product series makes physical

activity, cooperation and learning fun for all

promoting the following;

An arena where children and teenagers can feel safe and get a

mastery experience, and where mutual respect and cooperation

can help create a great environment.

Give all youths a positive experience with physical activity in a way

that gets even those who are normally not very active involved.

Motivate the young to learn. Create an arena where everyone

enjoys the experience of learning, and where those who have

problems learning through traditional methods, are given a new

way to attain knowledge.

APPENDIXNothing is as contagious as enthusiasme


APPENDIX

Founded in 2006 by Tor Sandnes

and Glenn Andersen.

Aball1 invented in late 2009 after

several projects cooperating with the

department of education in Norway.

150,000 reached – the number of

children and youths that Vista

estimates have been impacted by

Aball1.

UK active and Matrix Flame awards –

shortlisted as a finalist in 2014.

Finalist in the Ferd social

entrepreneur of the year 2010.

Awarded the Connect start-up price

in Oslo 2014.

The innovative social entrepeneursTor Sandnes & Glenn Andersen


The TeamCompetencies that match the opportunity

Mr. Glenn Andersen – Head of Delivery Education from University

in Oslo Worked with

children and youth in many

capacities his whole life.

Experience as professional

Football coach for 10 years

and, worked as a CEO for

Wennergren.

Mr. Tor Sandnes- Head of Sales &

Innovation Education in

marketing from the

Norwegian Marketing

school.. Experience in

business development

from many corporations

and industries in the

Nordic markets.

Mr. Jone Smedsvig– Chef Marketing

Officer (CMO)Specialized in innovation

processes, marketing and

digital media. MBA from

MIT and course work from

Harvard University.

Extensive international

experience. Worked with

innovative processes and

companies for 15 years..

Mr. Bjørnar Eide– Chief Financial Officer

(CFO). Specialized in strategy

and finance. MBA from San

Francisco State University,

international experience from

Fortune 500 companies.

Responsible for strategic

planning and financial

functions of the company.

Worked for Statoil. NRG, and

SEMPRA.

Mr. Jone Smedsvig

Mr. Bjørnar Eide

Mr. Kieran Nokes– Sales and Marketing UKFootball consultant from

London, England. Worked for

The UK Football Association as

England Teams Operations

manager and Tournament

Director for UEFA and FA

international tournaments.

Joined the England 2018 World

Cup bid team as Head of

Stakeholder Relations

Mr. Kieran Nokes

Mr. Tor Sandnes Mr. Glenn Andersen


Mr. Oliver Bellefine– Project ManagerProject Manager

responsible for all

projects. ExperIence as a

tech entreprenuer and

from the Norwegian Army

serving in various

capacities.

We will recruit a Chairman of

the board, CEO and Head of HR

and international sales.

Mr. Oliver Bellefine

Mr. Espen Lund – Strategic Advisor.

Bachelor within Marketing

and Project Administration.

Extensive background within

Sales, Marketing and

Sponsoring. Knowledge and

long background within

national and international

sports, both within

politics, implementation and

development.

Mr. Espen Lund

Gladiator Education | Presentation

PRODUCT DESCRIPTION

Aball1 Original 50 Balls with numbers and letters intended for indoor and outdoor use.

Aball1 Soft 50 Balls with numbers and letters in high quality intended for class room use.

Tailored Courses Tailored courses representing the 5 hands (mathematics, languages, physical activity, social inclusion, mixed learning styles)

Digital Bank Bridging the physical and digital world. Specific videos.

ACTION - FRACTION Recycle Game and Application.

Games and Excercises Variety of written and digital description of excercises and games utilizing products.

Handbook (Basic) Instructor handbook with 10 basic instructions for excercises in math and languages.

Handbook (Tailored) Instructor Handbook with instructions tailored to the curriculum for the 1st – 4th grade in Norway and UK in mathematics and languages.

Products and Services


We deliver social impact projects creating specific value propostition to build reputation and do good.

"A very unique, kinesthetic approach to learning with an

amazing element of team work and challenge. The active

element of fun ensures pupil participation is extremely high

from start to finish."

Ms. Pluckrose, Assistant Head Teacher at St Edwards, Newham feedback describing her

interaction with Aball1’s product is descriptive of the benefits that Gladiator Education

products and services would like to be recognized for represented through combining Kinetic Learning with traditional modes of learning.

Kinesthetic Learning (British English) (also known as Tactiles Learning) is a learning style in which learning takes place by the students carrying out physical activities, rather than

listening to a lecture or watching demonstrations. People with a preference for kinesthetic

learning are also commonly known as "do-ers". The Fleming VAK/VARK model (one of the most common and widely used categorizations of the various types of learning style

categorized learning styles as follows:

- Visual learners

- Auditory learners

- Reading- or writing-preference learners

Wikipedia quotes that “According to the theory of learning styles, students who have a

predominantly kinaesthetic style are thought to be discovery learners: they have realization through doing, rather than thinking

BenefitsProduct and service benefits


In depth courses to certify instructors (franchise coaches) are as follows;

• Gladiator GT A/S to receive £150 per participant for in depth course to be held at a mutually agreeable location.

• Cllasses to cover curriculum tailored exercises for grades 1-4. Minimum of 30 participants for the 1-2 day course. Refresher course to be held annually.

How we price products

Flexible pricing choices

Gladiator Education offers the ability to choose between a (1) Fixed or (2) License based price

alternative for each active learning set ordered and our digital products.

Mixed learning stylesMathematics & numeracy

Language & literacy

Social inclusion

Physical activity Customization

TYPE DESCRIPTION PRICE

(1) FIXED

a) Original ball set

b) Classroom ball set

c) Action – fraction.

d) Handbook (10 basic

exercises)

Price based out of London, UK.

£ 600, Exclusive of V.A.T and

shipping handling and freight

to final destination.

(2) LICENSE

a) Original ball set

b) Classroom ball set

c) Action – fraction.

d) Handbook (10 basic

exercises)

Price based out of London, UK

£ 40 per month for a minimum

of 12 months, monthly

thereafter . Exclusive of V.A.T

and shipping handling and

freight to final destination

.

In depth courses to certify instructors (franchise coaches) are as follows;

£150 per participant for in depth course to be held at a mutually agreeable location.

• Classes to cover curriculum tailored exercises for grades 1-4.

Under the licensed pricing option – Gladiator wil own the ball sets and provide a recurring pricing model.


The strategic ambition of Gladiator Education is to reach 5 million children whilst developing a

competitive advantage in promoting products and services (social active learning package).

We provide a solution to large societal challenges enhancing the physical activity, mental health

and social integration of youth whilst ensuring academic progression.

The company will promote their products and services through various distribution channels

focusing on the following ambitions;

Financials Measurement Capabilities Development

Double top line (sales) the next

2 years, thereafter grow 10%

annually.

Develop the most recognized

measurement methodology for

social active mode of learning.

Recruit and establish young talents

in our resource pool that can

deliver social active learning.

Enhance the international “social

active learning package” with physical

and digital innovative products.

20% EBITDA and return to

shareholder in excess of 10%.

Develop a international

“kit package” for measurement

of educational products and

services.

Establish recognized capabilities in

measuring pedagogic

improvements through becoming a

world leading course supplier.

Develop new products that can be

marketed matching the vision and

philosophy of Gladiator Education.


Strategy & GoalsAmbitions


Gladiator Education has a vision of becoming a global company in the

growing market for active learning targeting educational institutions,

asylum and refugee camps, corporate image building, and mental

health.

Research reports that 30% of consumers are visual, 25 percent auditory,

and 15 percent are kinesthetic learners. The Kinesthetic members are

notorious for on-the-go learning or while engaging in an active activity

such as exercising.

This group will likely comprise roughly 15 percent of your audience. The

total educational market in the US alone is estimated to be about $1.3

trillion dollars, and usually broken down into 4 major sectors;

A. Early Childhood education: $70 billion

B. K-12: $670 billion

C. Higher education: $475 billion

D. Adult learning, continued education: $55 billion


UNITED STATES SCHOOL MARKET (K-12)

100,000 public schools,

30,000 private schools,

4,000 charter or other schools

15% of the K-12 space would indicate a kinesthetic

market of $100 Billion per year1

The Educational Market Space Size example - US


Based investment in equity of NOK 100 Million.

The financial analysis has been performed based on an EBITDA of 10%, intital

large contract with Norges Football Association (NFF) and 2 distributor

agreements in Norway and UK respectively.

OWNERSHIP Average Earnings ROE

100% NOK 2,504,000 5,01%

TABLE (Low Case) - 50 Ball sets sold Monthly

TABLE (High Case) -150 Ball Sets Sold Monthly

ROE numbers based on after tax earnings, while total returns are based on yield on free cash flows.

Numbers for the next 10 years assuming growth ambitions (100% for next 2 years and 10% thereafter)

OWNERSHIP Average Earnings ROE

100% NOK 5,967,000 11,94%

Financial outlookMargins


We believe it is important to use

the proceeds in a manner that will

gain all stakeholders of the

company.

The use of proceeds (Nok 25

Million) from the issuance of new

equity is depicted to the right. 10.0

4

11

0.0 5.0 10.0 15.0

Working Cap/Hiring

Marketing

Existing shareholders

USE OF FUNDS


We seek to have sales in 5 countries (Scandinavia, UK, US, Germany

and Spain) by 2017 by negotiating select distribution agreements

for our products and services.

A. We will double of our sales in 2016 and 2017 respectively.

B. Our long term growth rate potential estimated at 10% yearly.

C. We will maintan an EBITDA target for projects and distributon

agreements of 20%.

Growth Plans2016 and 2017



KEY ITEMS START UP (Month 1) Year 1 Year 3 Year 5

INCOME 3,726,000 6,942,956 14,069,182 17,023,709

GROWTH Na 100% 10% 10%

EXPENSES 1,973,000 4,769,382 9,434,707 13,618,967

EBITDA 1,741,425 2,048,173 4,489,405 3,404.741

EBITDA Margin 46,74% 29,50% 31,91% 20%

After tax earnings 1,245,000 1,362.198 2,993,775 2,312,835

EPS 6,225 6,810 14,97 11,56

Based on a large initial contract with the Norwegian Football Association (NFF) and two distributor contracts in Norway

and UK. Assumes a starting point in 2016 of 50 ball sets sold monthly and growth in accordance with stated ambitions.

No dividend policy is contemplated for the planning horizon.

Low case Starting point ,50 Ball sets sold monthly.



Based on a large initial contract with the Norwegian Football Association (NFF) and two distributor contracts in Norway and UK.

Assumes a starting point in 2016 where 125 ball sets will be sold monthly and growth in accordance with stated ambitions.

KEY ITEMS START UP Year 1 Year 3 Year 5

INCOME 3,988,500 11,603,693 33,339,459 40,340,745

GROWTH NA 100% 10% 10%

EXPENSES 2,145,800 7,832,152 22,098,000 32,272,596

EBITDA 1,831,425 3,646,139 11,096,357 8,068149

EBITDA Margin 45.92% 31,40% 32,28% 20,00%

After tax earnings 1,310,000 2,490,174 7,476,034 5,480,000

EPS 6.55 12,45 37,38 27,40

No dividens policy is contemplated for the inital 5 years.

High case Starting point ,125 Ball sets sold monthly.


Criterias we believe in behind engaging learning:

It is repeatable

It is expandable

It is engaging and fun

It involves several senses

It brings a social dimension

It meets the child on its own level

We are offering a clear and distinctly different alternative to

learning that is not allways associated with high activity.

We belive that learning the basics should also be involving, fun and energizing

Learning PhilosophyExercises so flexible that they work for any skill-level


Gladiator GT | Presentation

23

APPENDIX

TRANSACTION SUMMARY

OFFERING SIZE:

The transaction will raise paid in capital by NOK 25 million. New Investors will receive 49.9% shareholding on a

fully diluted basis. Issue price: NOK 250 per share. New Investor receive up to 99,999 new ordinary shares.

SHAREHOLDERS # OF SHAREHOLDERS SHARES %

Co-founders, board members and management 5 100,000 100,00

# of shares others/investors pre private placement: 0 0,00 0,00

# of shares in the company pre private placement: 5 100,000 100,00

New Investor receive: 99,999 49,99%

Pro forma shares in the company: 199,999



Gladiator GT AS | Presentation

PARTNERS & PROJECTSA structured overview of tailored projects to date

Ferds’s social entrepeneursMembers of Ferd Social Entrepreneurs, an organization designed to prove that

investments in social entrepreneurship are an excellent and competitive source of

value creation. Ferd support social entrepreneurs in Norway

Innovation NorwayRecipient of funding, business development support and financial programs to

support innovative, unique products and services that have an international reach.

Right To PlayAlliance with “Right To Play” that is a global organization, using the transformative

power of play to educate and empower children and youth. Through playing sports

and games, Right To Play teaches children essential life skills that help them

overcome the effects of poverty, conflict and disease so they can create better futures

and drive lasting social change in their communities and beyond

Norwegian Football Association (NFF)Cooperation with the branch of NFF that has the responsibility to promote football

to everyone through increased physical activity, educational programs and social

interaction.

UDiContract with UDi (asylum reception centers) to promote physical activity,

educational learning and social interaction.

Scheiblers FoundationRecipient of financial support from the Scheiblers foundation who support projects that

have a social, and cultural profile. The foundation awards prices yearly and support

specific projects that meet the criteria of the foundation.

Grønt Punkt (Green point)Strategic alliance with “Grønt Punkt” an organization that provides financing of various

recycling methods for packaging and paper material.

Akers Avis GroruddalenStrategic alliance with a local newspaper covering news stories from schools, youth

development, politics, and environment with a local focus on social issues.


REFERENCESWhat others are saying about the company / products

Gladiator GT AS | Presentation

Academies Enterprise Trust. “Following successful demonstrations and

pilots, Aball1 is now used by AET Primary and Secondary schools across the

country to help engage pupils with Maths and English, increase physical

activity and as a tool improving social inclusion. We have received positive

feedback from teachers and pupils and the concept is now on our list of

recommended educational tools for AET schools. It’s a fantastic cross-curricular

resource, simple and effective”. Dominic Fenton,

University of Essex. “Any tool which can maintain or improve Literacy &

Numeracy while improving Physical Activity and Social Inclusion is clearly of

value”.

Dr Gavin Sandercock,

St Edward's, Newham. "a very unique, kinaesthetic approach to learning

with an amazing element of team work and challenge. The active element of

fun ensures pupil participation is extremely high from start to finish." Ms

Pluckrose, Assistant Head Teacher,

Charlton Athletic Community Trust."We use the aball1 equipment and

sessions in various schools in our boroughs of Greenwich and Lewisham. This

engages children aged 5 - 13 years old with numeracy and literacy. Aball1 is

fun and easy for the children to use and understand with games designed that

relate to the national curriculum. It has been very successful". Sean Daly,

Aylward Academy, SENCO, year 9. Aball1 pilot session delivered to 10 special

educational needs pupils. 9 out of 10 pupils remained engaged throughout and completed

every exercise.

Focus on Mohammed Sidiq, 14 years old and regularly walks out of class and climbs out of

the school grounds. With Aball1 Mohammed is focused on the task at hand, works well with

other pupils and completed the lesson without incident.

Despite the success of the pilot session and Head Teacher, John Gillard, approving funds to

purchase Aball1 for the school, Aylward Academy have not yet implemented the concept.

They have explained that they will use it but at the moment no teacher has the capacity to

lead on it’s introduction.

In addition to the impact the 10 week JPF/Gladiator Education program would have on

participating pupils, it will also serve to train staff at the school how to deliver the sessions

themselves leaving a lasting legacy and ongoing impact.

Fair Play“Aball1 er et must for evryone that is involved in sport and team play that wishes to create a positive experience for children and youth. A fantastic tools that brings children together in games, removes obstacles and builds good relationships between everyone on an off the field.”Per Ravn Omdal, responsible for Fair Play og international relations at the Norwegian

Football Association.


Course IntroductionFollowing pages give an introduction to the Sessions of the Course Program

Introduction Our Core Research & Cases Course Intro Sessions & Exercises Pricing & Process Reviews Contact

5 Sessions - A One of a kind Gladiator

inspirational visionary Education Course.

Exercise types – Educational balls

Social inclusion

Why? Social inclusion is important in many contexts – to reduce barriers of age,

race, physical skills, social status and many more dimensions.

Where? We have practiced exercises of social inclusion from kindergardens,

schools, refugee camps and in team building efforts for companies – both

private and public.

How? Exercises directed towards social inclusion can be of various lengths from

a couple of minutes to multiple exercises over hours. They often include

breaking personal boundaries and can be done gradually so it is a postive

experience.

Why? Physical inactivity can bring many negative side effects: social isoluation,

obesity, reduce energy to learn and may also impact self esteme.

Where? We have practiced physical exercises in many outdoor spaces such as

football and training fields, parking lots, school yards, playrooms and .... Indoors

we also practice within meeting rooms .... The physcial requirements of space

are not allways high.

How? Exercises directed towards physical exercise are naturally also combined

with other learning targets such as with mathematics, language and social

inclusion, but can also be used for the sole purpose of only being physical.

Why? Language skills are developed over decades. Studies show that while

some learn language through reading, these skills can also be developed

through play and physical activity. Bringing diversity enhances the learning

output.

Where? Exercises focused from basic to advanced language skills can be done in

small and bigger areas, indoors and outdoors.

How? To optimize output is natural to combine multiple exercises focused on

language. Some exercises are directed against age and skill levels while some

are less performance focused and can be more play oriented.

Why? Mathematics is one of the core subject in basic education. Its applicability

for functioning at school, in the work space and private economy makes it very

important to master at certain levels.

Where? Mathematics education tend to be done in traditional ways – through

books and class-room teaching which not work for all. We can bring the class-

room education different, bring it to other indoor spaces as well as outdoors.

How? Mathematics can be combined with the other exercises and done

individually or in groups. Our primary numbers and mathematics course covers

per-and primary schools. All basic knowledge to really understand and build on

previous learning.

Mathematics

Language Physical exercise


Physcial activity exercises – examples

Exercises in brief :

Ski-shooting – prone and standing

Target group: 5-7 grade level

Participants 4-50

Divide teams into 3-4 participants per team.

Set up cones with balls on top as targets – adjust for age group, but should be a minimum of 10 meters away so it

is difficult to shoot down the targets. The more difficult it

is - the more physical activity. Use 3 targets per team.

Distance from target to shooter. Make sure that the

distance between the targets is large enough. Number one on each team start with one ball. E.e.g a red ball. All

targets should be red. It is important that the teams only

uses the blue balls as ammunition. Team member one throws the teams ball to hit the target. Number one

runs and picks up the ball and passes the ball to the next

team member. The team that first hits all the targets, wins. The activity can be altered by laying down to

shoot, shoot from between the legs etc.

« Ski-shooting – prone and standing position (Biathlon)»

Mixed learning stylesMathematics & numeracy

Language & literacy

Social inclusion

Physcial activity Customization


Welcome to the magical world of Gladiator Education!


gladiator education investor prospectus

Small Business & Entrepreneurship