TORONTO, January 13, 2017 /PRNewswire/ --
Intertain announces election
deadline to receive exchangeable shares
The Intertain Group Limited (TSX:IT), the largest online
bingo-led operator in the world, and Jackpotjoy plc today jointly
announced that the admission of the ordinary shares of Jackpotjoy
plc to the standard listing segment of the Official List of the
UK's Financial Conduct Authority and to trading on the Main Market
for listed securities of the London Stock Exchange plc is expected
to occur on January 25, 2017 at
8:00 a.m. (London time).
Intertain also announced that the effective date of its
previously-announced plan of arrangement is expected to occur
contemporaneously with the admission of the Jackpotjoy plc shares
on January 25, 2017.
Andrew McIver, Intertain's
President and CEO, said, "We are excited to have reached this
milestone in the implementation of our UK strategic initiatives,
including the London listing of
Jackpotjoy plc. We believe that these initiatives will
provide a platform to further develop Intertain's core assets for
the long term benefit of the company, its shareholders and other
stakeholders."
Making an Election to Receive Exchangeable
Shares
Intertain also announced that the election deadline for eligible
Canadian resident shareholders to elect to receive exchangeable
shares under the arrangement will be 5:00
p.m. (Toronto time) on
January 20, 2017. The
exchangeable shares have been conditionally approved for listing on
the Toronto Stock Exchange, subject to the satisfaction of
customary listing conditions.
Shareholders wishing to receive exchangeable shares should
either advise their broker or other intermediary or complete the
letter of transmittal and election form which accompanied the
management information circular dated August
19, 2016. Copies of the circular and the letter of
transmittal and election form are available under Intertain's
profile on SEDAR at http://www.sedar.com.
Holders of Intertain's 5.0% convertible debentures wishing to
elect to receive exchangeable shares under the arrangement must
give notice of their intent to convert their debentures into common
shares of Intertain in accordance with the convertible debenture
indenture, as amended, by no later than 5:00
p.m. (Toronto time) on
January 17, 2017.
Shareholders or convertible debentureholders who require
assistance in making an election to receive exchangeable shares or
in completing the letter of transmittal and election form which
accompanied the circular or who otherwise have questions regarding
the London listing or the
arrangement are encouraged to contact Kingsdale Shareholder
Services at: 1-866-581-1513 (toll-free in North America), by calling collect at
1-416-867-2272 (outside of North
America) or by email
at contactus@kingsdaleshareholder.com.
Advisors to Intertain
Canaccord Genuity Corp. is acting as sole financial advisor in
connection with the implementation of the UK strategic initiatives,
including the London listing.
Osler, Hoskin & Harcourt
LLP is acting as counsel to the Special Committee. Cassels Brock & Blackwell LLP and Clifford
Chance LLP are acting as Canadian and UK/US counsel, respectively,
to Intertain in connection with the UK strategic initiatives.
Kingsdale Shareholder Services is acting as strategic and
communications advisor to Intertain.
About The Intertain Group Limited
Intertain is an online gaming company that provides
entertainment to a global consumer base. Intertain currently offers
bingo and casino games to its customers using the InterCasino
(http://www.intercasino.com), Costa (http://www.costabingo.com),
Vera&John (http://www.verajohn.com), Jackpotjoy
(http://www.jackpotjoy.com), Starspins (http://www.starspins.com)
and Botemania (http://www.botemania.es) brands. For more
information about Intertain, please
visit http://www.Intertain.com.
THIS RELEASE AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM AUSTRALIA,
JAPAN OR ANY JURISDICTION WHERE
SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WHICH WOULD REQUIRE ANY
REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION OR TO ANY OTHER
PERSON.
The shares (including the exchangeable shares) anticipated to be
issued pursuant to the plan of arrangement have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), or any state securities laws,
and the shares (including the exchangeable shares) issued in the
plan of arrangement are anticipated to be issued in reliance upon
the exemptions from such registration requirements pursuant to
Section 3(a)(10) of the U.S. Securities Act and applicable
exemptions under state securities laws. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities.
Cautionary Note Regarding Forward-Looking
Information
This release contains certain information and statements that
may constitute "forward-looking information" within the meaning of
Canadian securities laws. Often, but not always, forward-looking
information can be identified by the use of words such as
"expects", "anticipates" and "believes" or the negative of such
words or other variations or synonyms for such words, or state that
certain actions, events or results "may", "could", "should",
"would", or "will" be taken, occur or be achieved.
Forward looking information involves known and unknown risks,
uncertainties and other factors which may cause actual results,
performance, achievements or developments to be materially
different from those anticipated by Intertain and expressed or
implied by the forward-looking information. Forward-looking
information contained in this release includes, but is not limited
to, statements with respect to: (i) the expected date on which the
ordinary shares of Jackpotjoy plc are expected to be admitted to
the standard listing segment of the Official List of the UK's
Financial Conduct Authority and to trading on the Main Market for
listed securities of the London Stock Exchange plc; (ii) the
expected effective date of Intertain's previously-announced plan of
arrangement; and (iii) that the UK strategic initiatives
will provide a platform to further develop Intertain's
core assets for the long term benefit of the company, its
shareholders and other stakeholders. These statements
reflect the current expectations of Intertain and Jackpotjoy plc
related to future events or its future results, performance,
achievements, developments, actions and future trends affecting
Intertain. All such statements, other than statements of historical
fact, are forward-looking information.
Such forward-looking information is based on a number of
assumptions which may prove to be incorrect, including, without
limitation, that the Intertain Risk Factors (as defined below) will
not cause actual results, performance, achievements or developments
to differ materially from those described in the forward-looking
information. Such forward looking information could also be
materially affected by risks, including, but not limited to: (i)
that the UK's Financial Conduct Authority and/or other regulatory
approvals may not be obtained on the terms or on the timelines
anticipated by Intertain and Jackpotjoy plc or at all (including in
respect of the proposed listing of the ordinary shares of
Jackpotjoy plc, the exchangeable shares on the Toronto Stock
Exchange and in connection with the related plan of arrangement);
(ii) that the costs of management time and money may adversely
affect Intertain's business; and (iii) that market volatility or
changes in the share price of Intertain do not adversely affect the
ability of Intertain or Jackpotjoy (as the case may be) to complete
the proposed listing of the ordinary shares of Jackpotjoy plc, the
exchangeable shares on the Toronto Stock Exchange and/or the
related plan of arrangement. The foregoing risk factors are not
intended to represent a complete list of factors that could affect
Intertain or Jackpotjoy. Additional risk factors are discussed in
Intertain's annual information form dated March 30, 2016 and in the management information
circular dated August 19, 2016, in
each case, under the heading "Risk Factors". All such risk factors
are referred to collectively as the "Intertain Risk
Factors".
Although Intertain and Jackpotjoy have attempted to identify
important factors that could cause actual results, performance,
achievements or developments to differ materially from those
described in the forward-looking information, there may be other
factors that cause actual results, performance, achievements or
developments not to be as anticipated, estimated or intended. There
can be no assurance that forward-looking information will prove to
be accurate, as actual results, performance, achievements or
developments are likely to differ, and may differ materially, from
those expressed in or implied by the forward-looking information
contained in this release. Accordingly, readers should not place
undue reliance on forward-looking information. While subsequent
events and developments may cause the expectations, estimates and
views of Intertain and/or Jackpotjoy to change, neither of them
undertakes or assumes any obligation to update or revise any
forward-looking information, except as required by applicable
securities laws. The forward-looking information contained in this
release should not be relied upon as presenting the expectations,
estimates and views of Intertain and/or Jackpotjoy as of any date
subsequent to the date of this release. All of the forward-looking
information in this release are expressly qualified by this
cautionary note.
Investor and Media Contact: General: Amanda Brewer, Vice President, Corporate
Communications, The Intertain Group Limited, Tel: +1-416-720-8150,
abrewer@intertain.com; UK media: Finsbury, James Leviton, Andy
Parnis, Tel: +44-207-251-3801; North American media:
Kingsdale Shareholder Services, Ian
Robertson, Executive Vice President, Communication Strategy,
Tel: +1-416-867-2333, Mobile: +1-647-621-2646,
irobertson@kingsdaleshareholder.com