TORONTO, June 26, 2019 (GLOBE NEWSWIRE) -- The Intertain Group Limited (“Intertain”) (TSX:ITX) today announced that it will hold a special meeting (the “Special Meeting”) of holders of exchangeable shares (“Exchangeable Shareholders”) at 100 King Street West, 1 First Canadian Place, 63rd Floor, Toronto, Ontario M5X 1B8 at 10:00 a.m. (Toronto time) on August 30, 2019 to consider amendments to the terms of Intertain’s class of exchangeable shares that would permit their redemption by Intertain as early as September 3, 2019 (the “Redemption”).
Intertain’s exchangeable shares were issued in connection with the January 25, 2017 plan of arrangement that resulted in Intertain becoming a subsidiary of JPJ Group plc (“JPJ”). At that time, common shareholders of Intertain were given the opportunity to receive either ordinary shares of JPJ listed on the London Stock Exchange or exchangeable shares of Intertain listed on the Toronto Stock Exchange, which can, subject to limited exceptions, be exchanged at the holder’s election for ordinary shares of JPJ.
With more than 80% of exchangeable shares having now been exchanged at the election of holders for ordinary shares of JPJ, and with JPJ now listed on the Premium Listing Segment of the London Stock Exchange’s Main Market, Intertain and JPJ, believe that it is now an appropriate time to seek to redeem the balance of the exchangeable shares and simplify their combined capital structure.
If the Redemption is approved by Exchangeable Shareholders, Intertain intends to apply to the TSX to delist the exchangeable shares and subsequently apply to cease to be a reporting issuer in Canada.
The directors of Intertain have fixed July 15, 2019 as the record date for the Special Meeting. Exchangeable Shareholders will receive information about the Special Meeting, the Redemption and how to vote in the coming weeks.
About The Intertain Group Limited
Intertain is an indirect subsidiary of JPJ Group plc, the parent company of an online gaming group that provides entertainment to a global consumer base through its subsidiaries. JPJ Group plc currently offers bingo and casino games to its customers through its subsidiaries using the Jackpotjoy (www.jackpotjoy.com), Starspins (www.starspins.com), Botemania (www.botemania.es), Vera&John (www.verajohn.com) and InterCasino (www.intercasino.com) brands. For more information about JPJ Group plc, please visit www.jpjgroup.com.
Enquiries:
Jason Holden
Director of Investor Relations
+44 (0) 203 907-4032
Jason.holden@jpj.com
Amanda Brewer
Vice President, Corporate Communications
The Intertain Group Limited
Tel: +1 416 720-8150
abrewer@intertain.com
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”, “intends” and “anticipates”, or the negative of such words or other variations or synonyms for such words, or state that certain actions, events or results “may” 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 time and location of, and the delivery materials relating to, the Special Meeting, (ii) the ability to Intertain to implement the Redemption on the terms and timeline anticipated by Intertain, (iii) the delisting of the exchangeable shares, and (iv) the ability of Intertain to cease to be a reporting issuer in Canada. These statements reflect Intertain’s current expectations 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 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, that applicable shareholder approvals and/or TSX and other securities regulatory approvals may not be obtained on the terms anticipated by Intertain or at all (the “Risk Factors”). The foregoing risk factors are not intended to represent a complete list of factors that could affect Intertain.
Although Intertain has 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 Intertain’s expectations, estimates and views to change, Intertain does not undertake or assume 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 Intertain’s expectations, estimates and views 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.