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Share Name | Share Symbol | Market | Type |
---|---|---|---|
NeoGames SA | NASDAQ:NGMS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 29.45 | 29.43 | 27.98 | 0 | 01:00:00 |
(1) |
a proposal to approve, (a) the transfer (by way of continuation) of the Company’s statutory seat, registered office (siège statutaire) and seat of central administration (siège de l’administration centrale) from Luxembourg to the Cayman Islands and change of its legal form as a Luxembourg law governed public limited liability company (société anonyme)
to a Cayman Islands exempted company (without the dissolution of the Company or the liquidation of its assets) (the “Continuation”), subject to the satisfaction or waiver of certain conditions
specified in the Business Combination Agreement (as defined below and as further summarized in the Shareholder Circular) and effective as of the date of registration specified in the certificate of continuation from the Cayman Registrar to
be issued by the Cayman Registrar upon registration of the continuation of the Company as a Cayman Islands exempted company (the “Continuation Effective Time”), and (b) effective as of the
Continuation Effective Time, the following items:
|
(a) |
the change of name of the Company from “NeoGames S.A.” to “Neo Group Ltd.”;
|
(b) |
the adoption of the memorandum and articles of association in the form attached to the Shareholder Circular as Annex C (the “Continuation Articles”) thereto
as the Company’s memorandum and articles of association in replacement of the Company’s existing articles of association; and
|
(c) |
the granting of powers to the authorized officers of the Company in order to execute any formalities in relation to the Continuation and to record the satisfaction of the Continuation Conditions;
|
(2) |
a proposal to approve (a) the adoption of the Business Combination Agreement attached to the Shareholder Circular as Annex A thereto (as it may be amended from time to time, the “Business Combination Agreement”), dated May 15, 2023, by and among Aristocrat Leisure Limited, a company organized under the laws of Australia (“Parent”), Anaxi
Investments Limited, a Cayman Islands exempted company and wholly owned indirect subsidiary of Parent (“Merger Sub”), and the Company, pursuant to which, following the Continuation and subject to
receiving the Cayman Shareholder Approval (as defined in the Shareholder Circular), Merger Sub will merge with and into the Company (and will cease to exist as a separate legal entity), and the Company will be the surviving company and will
become a wholly owned indirect subsidiary of Parent (the “Merger”) and (b) all other transactions and arrangements contemplated by the Business Combination Agreement, including taking all actions and
making filings required for the Company to suspend trading of the Company Shares on the Nasdaq Global Market upon the completion of the Continuation and to permanently de-list the Company Shares from the Nasdaq Global Market upon completion
of the Merger;
|
(3) |
a proposal to approve the adoption of the statutory plan of merger, attached to the Shareholder Circular as Annex B, be entered into by and between the Company and Merger Sub and filed with the
Cayman Registrar following the Continuation and receiving Cayman Shareholder Approval; and
|
(4) |
a proposal to approve, subject to completion of the Continuation, the waiver of any notice requirements under the Continuation Articles or applicable law to calling, holding and convening a shareholder meeting (or any adjournment,
reconvening or postponement thereof) of the Company in the Cayman Islands that will be held to approve the Merger, subject to the satisfaction or waiver of the conditions to the Merger under the Business Combination Agreement (and as
further described in the Shareholder Circular).
|
Exhibit | Description |
|
|
99.1 |
NEOGAMES S.A. | |||
By:
|
/s/ Moti Malul | ||
Name: Moti Malul | |||
Title: Chief Executive Officer | |||
1 Year NeoGames Chart |
1 Month NeoGames Chart |
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