TIDMGYS
RNS Number : 5932N
Gamesys Group PLC
30 September 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
30 September 2021
RECOMMENDED COMBINATION
of
Bally's Corporation ("Bally's")
(and Premier Entertainment Sub, LLC an indirect wholly-owned
subsidiary ("Premier Entertainment"))
with
Gamesys Group plc ("Gamesys")
Court Sanction of the Scheme
Gamesys and Bally's are pleased to announce that the Court has
today sanctioned the scheme of arrangement between Gamesys and the
Scheme Shareholders (the "Scheme") relating to the recommended
combination of Bally's and Gamesys pursuant to which Bally's and
Premier Entertainment will acquire the entire issued and to be
issued ordinary share capital of Gamesys (the "Combination").
The full terms of, and conditions to, the Combination are set
out in the scheme document relating to the Combination published on
1 June 2021 (the "Scheme Document").
Next Steps
The Scheme will become effective upon a copy of the Court Order
being delivered to the Registrar of Companies, which is expected to
take place by 7.00 a.m. on 1 October 2021. There has been no
material change to the expected timetable of principal events for
the Combination set out in the announcement made by Gamesys and
Bally's in relation to the Combination on 20 September 2021.
A further announcement will be made when the Scheme has become
Effective.
Delisting
It is expected that the listing of Gamesys Shares on the premium
listing segment of the Official List of the Financial Conduct
Authority and trading of Gamesys Shares on the London Stock
Exchange's main market for listed securities will be cancelled with
effect from 8.00 a.m. on 4 October 2021. The last day of dealings
in, and for the registration of transfers of, the Gamesys Shares is
today.
If any of the remaining dates and/or times in the expected
timetable change, the revised dates and/or times will be notified
by announcement through a Regulatory Information Service.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries
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 Tel: +44(0) 20 3207 7800
Berenberg (joint broker to Gamesys)
Mark Whitmore
Finsbury (PR adviser to Gamesys) Tel: +44(0) 7771 887 977
James Leviton
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)
Richard Goldman Tel: +1 646 847 6102
David Gill
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.
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) on Gamesys' website at
https://www.gamesysgroup.com/investors/offer-for-gamesys/ and on
Bally's website at
https://investors.bally's.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.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you should seek your own independent
financial advice immediately.
This information is provided by RNS, the news service of the
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END
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