GYS Gamesys Group Plc

TIDMGYS

RNS Number : 5991N

Gamesys Group PLC

01 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

1 October 2021

RECOMMED COMBINATION

of

Bally's Corporation ("Bally's")

(and Premier Entertainment Sub, LLC an indirect wholly-owned subsidiary ("Premier Entertainment")

with

Gamesys Group plc ("Gamesys")

Scheme of Arrangement becomes Effective

On 13 April 2021, the boards of Gamesys and Bally's announced that they had agreed the terms of a recommended combination of Bally's and Gamesys pursuant to which Bally's and Premier Entertainment would acquire the entire issued and to be issued ordinary share capital of Gamesys (the "Combination") by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

The full terms of, and conditions to, the Combination were set out in the scheme document relating to the Combination published on 1 June 2021 (the "Scheme Document").

On 30 September 2021, Gamesys and Bally's announced that the Court had sanctioned the Scheme at the Court Hearing.

Gamesys and Bally's are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of Gamesys is now owned by Bally's and Premier Entertainment.

Delisting and cancellation of trading of Gamesys Shares

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Gamesys Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Gamesys Shares on the London Stock Exchange's main market for listed securities, which is expected to take place by 8:00 a.m. on 4 October.

Settlement of Consideration

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after this announcement.

In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of an assured payment obligation created in favour of such Scheme Shareholder's payment bank in accordance with the CREST assured payment arrangements as soon as practicable and in any event no later than 14 days after this announcement.

In the case of Scheme Shareholders who have or who have been deemed to have made a valid Share Alternative Election, the New Bally's Shares to which they are entitled will be allotted and issued to them directly through DTC's Direct Registration System, and the name of each such Scheme Shareholder will be entered as the registered owner of the relevant number of New Bally's Shares. Such Scheme Shareholders will be sent a book-entry account statement of ownership evidencing their ownership of such New Bally's Shares as soon as practicable and in any event no later than 14 days after this announcement.

Resignations of Gamesys Non-Executive Directors

As the Scheme has now become Effective, Neil Goulden, Andria Vidler, Colin Sturgeon, Nigel Brewster, James Ryan and Katie Vanneck-Smith have tendered their resignations and have stepped down from the Gamesys Board as of today's date.

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

Enquiries

 
 Bally's and Premier Entertainment                                           Tel: +1 401 475 8564 
  Robert Lavan, Senior Vice President - Finance and Investor Relations 
 Kekst CNC (PR adviser to Bally's and Premier Entertainment)                 Tel: +1 646 847 6102 
 Richard Goldman 
  David Gill 
 Gamesys                                                                 Tel: +44(0) 20 7478 8150 
 Jason Holden, Director of Investor Relations 
 Macquarie Capital (financial adviser to Gamesys)                        Tel: +44(0) 20 3037 2000 
  Sung Chun 
  Magnus Scaddan 
 Numis (joint broker to Gamesys)                                         Tel: +44(0) 20 7260 1000 
  Garry Levin 
 Berenberg (joint broker to Gamesys)                                     Tel: +44(0) 20 3207 7800 
  Mark Whitmore 
 Finsbury (PR adviser to Gamesys)                                        Tel: +44(0) 7771 887 977 
 James Leviton 
 

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Combination is made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy and Form of Election, contains the full terms and Conditions of the Scheme.

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The Combination is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority ("FCA")

Important notices

Macquarie Capital (Europe) Limited ("Macquarie Capital"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Gamesys and for no one else in connection with the Combination and/or any other matter referred to in this announcement and will not be responsible to anyone other than Gamesys for providing the protections afforded to its clients or for providing advice in relation to the Combination, the contents of this announcement, or any other matters referred to in this announcement. Macquarie Capital is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital.

Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Gamesys and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Gamesys for providing the protections afforded to clients of Numis, or for providing advice in relation to any matter referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for Gamesys and no one else in connection with the Combination and will not be responsible to anyone other than Gamesys for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.

Information for Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.

Publication on a website

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Gamesys' website at https://www.gamesysgroup.com/investors/offer-for-gamesys/ and on Bally's website at https://www.ballys.com/gamesys-documentation/ by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

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October 01, 2021 01:59 ET (05:59 GMT)