TORONTO, Jan. 13, 2020 (GLOBE NEWSWIRE) -- The Intertain Group Limited (“Intertain”) (TSX:ITX), an indirect subsidiary of Gamesys Group plc (“Gamesys”) (LSE:GYS), declares today the redemption date (the “Redemption Date”) of its Class C non-voting exchangeable shares (the “Exchangeable Shares”). The early redemption of Exchangeable Shares was approved at a special meeting of holders of Exchangeable Shares held on August 30, 2019.
As anticipated, Intertain CallCo ULC (“CallCo”) today exercised its overriding call right to purchase all of the Exchangeable Shares not already held by it. Therefore, from the close of business today, each holder of Exchangeable Shares will cease to be a holder of Exchangeable Shares and will no longer be entitled to exercise any of the rights of holders of Exchangeable Shares, other than the right to receive a purchase price of GBP 6.833891 per Exchangeable Share (the “Redemption Call Purchase Price”), against deposit with Computershare Trust Company of Canada (“Computershare”) of the required exchange materials outlined in Intertain’s July 30, 2019 management information circular (the “Circular”).
As described in greater detail in the Circular, CallCo will satisfy the Redemption Call Purchase Price by, in the case of holders of Exchangeable Shares other than holders located in the United States, delivering or causing to be delivered to such holders one ordinary share in the capital of Gamesys (a “Gamesys Share”) for each Exchangeable Share held as promptly as reasonably practicable following receipt of the required exchange materials. In the case of holders of Exchangeable Shares located in the United States (“U.S. Holders”), CallCo will instead cause to be delivered a Canadian dollar cash equivalence payment as promptly as reasonably practicable following receipt of the required exchange materials from each such holder.
Intertain confirms that no cash payments in respect of the JPJ Share Cash Equivalent (other than to U.S. Holders), the Distribution Amount or the Economic Equivalence Payment (as such terms are defined in the Circular) are expected to be made.
As previously announced, the Redemption Call Purchase Price will also include a cash amount to satisfy the payment of any United Kingdom stamp taxes payable by former holders of Exchangeable Shares in respect of the transfer of Gamesys Shares to the former holders of Exchangeable Shares pursuant to CallCo’s purchase. This amount has been deposited with Computershare and will be paid on behalf of each Exchangeable Shareholder following receipt of the required exchange materials from each such holder.
The Exchangeable Shares are expected to be delisted from the Toronto Stock Exchange at close of trading today.
Holders of Exchangeable Shares are encouraged to refer to and follow the instructions in the Circular and accompanying redemption form, and to contact Computershare toll-free at 1-800-564-6253 or by e-mail at corporateactions@computershare.com with any questions.
About The Intertain Group Limited
Intertain is an indirect subsidiary of Gamesys, the parent company of an online gaming group that provides entertainment to a global consumer base through its subsidiaries. Through its subsidiaries, Gamesys Group plc currently offers bingo and casino games to its customers using brands which include Jackpotjoy (www.jackpotjoy.com), Virgin Games (www.virgingames.com), Botemania (www.botemania.es), Vera&John (www.verajohn.com), Heart Bingo (www.heartbingo.co.uk) and Monopoly Casino (www.monopolycasino.com). For more information about Gamesys Group plc, please visit www.gamesysgroup.com.
Enquiries:
Amanda Brewer
Vice President, Corporate Communications
Tel: +1 416 720-8150
amanda.brewer@gamesysgroup.com
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “will”, “expects”, “may” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions, and include statements with respect to CallCo’s expected satisfaction and means of satisfying the Redemption Call Purchase Price, CallCo’s expectation of satisfying United Kingdom stamp taxes payable by former holders of Exchangeable Shares, the expected delisting of the Exchangeable Shares at close of trading on the Redemption Date or at all, and CallCo’s expectations in respect of the JPJ Share Cash Equivalent, the Distribution Amount and the Economic Equivalence Payment. All matters that are not historical facts and involve predictions are forward-looking statements. Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Intertain to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements in this news release. Any forward-looking statements reflect Intertain’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties factors and assumptions relating to Intertain.
Factors which may cause future outcomes to differ from those provided in forward-looking statements include, but are not limited to: general business, economic, regulatory and market conditions; and anticipated and unanticipated costs. The foregoing risk factors are not intended to represent a complete list of factors that could affect Intertain. Many of these risks and uncertainties relate to factors that are beyond Intertain’s ability to control or estimate precisely, such as future market conditions, changes in the political, social, legal and regulatory framework in which Intertain operates or in economic or technological trends or conditions.
Although Intertain believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Forward-looking statements speak only as of the date of such statements and cannot be relied upon as a guide to future performance. Except as required by applicable law, Intertain does not undertake to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
1 Such amount, the British pound sterling equivalent of C$11.65 (being the closing price of the Exchangeable Shares quoted on the Toronto Stock Exchange on January 10, 2020, the last business day prior to the Redemption Date) calculated using the daily exchange rate of British pound sterling per Canadian dollar quoted by the Bank of Canada on January 10, 2020 (i.e., $1.00 = £0.5866).