Gamesys Group PLC Court Sanction of Scheme of Arrangement (5932N)

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: [phone] 
 Jason Holden, Director of Investor Relations 
 Macquarie Capital (financial adviser to Gamesys)                        Tel: [phone] 
  Sung Chun 
  Magnus Scaddan 
 Numis (joint broker to Gamesys)                                         Tel: [phone] 
  Garry Levin                                                             Tel: [phone] 
  Berenberg (joint broker to Gamesys) 
  Mark Whitmore 
 Finsbury (PR adviser to Gamesys)                                        Tel: [phone] 
 James Leviton 
 Bally's and Premier Entertainment                                       Tel: [phone] 
  Robert Lavan, Senior Vice President - Finance and Investor Relations 
 Kekst CNC (PR adviser to Bally's and Premier Entertainment) 
 Richard Goldman                                                         Tel: [phone] 
 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.

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September 30, 2021 08:59 ET (12:59 GMT)