Jackpotjoy plc: Notification of Transfer to a Premium Listing

LONDON, June 27, 2018 /PRNewswire/ --

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN JACKPOTJOY PLC NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER. 

Jackpotjoy plc (the "Company" and, together with its subsidiary undertakings, the "Group") (LSE: JPJ), a leading global bingo-led operator, announces that it is proposing to transfer the listing category of its entire issued and to be issued ordinary share capital from a Standard Listing to a Premium Listing on the Official List of the Financial Conduct Authority (the "FCA") in accordance with paragraph 5.4A of the FCA's Listing Rules (the "Listing Rules") (the "Transfer ").

The provision of a minimum 20 business days' notice (which period commenced by way of today's announcement) is required to effect the Transfer. No shareholder approval is required in connection with the Transfer. It is currently anticipated that the Transfer will take effect at 8.00 a.m. on 26 July 2018, conditional on the approval of the FCA.

1.   Background to the Transfer 

The Company's ordinary shares were listed on the Standard Listing Segment of the Official List and admitted to trading on London Stock Exchange plc's Main Market for listed securities on 25 January 2017 ("Admission").

Prior to 25 January 2017, the parent company of what is now the Company's business was The Intertain Group Limited ("Intertain"), a Canadian corporation. On 25 January 2017, the Company became the parent company of the Group following a share for share exchange, details of which were outlined in the Company's prospectus published on 20 January 2017 in connection with Admission (the "Prospectus").

The Group is an online gaming operator that provides gaming and entertainment to a global customer base through its subsidiaries. The Group markets its bingo and casino products under a number of consumer facing brands:

•    Jackpotjoy, Botemania and Starspins (collectively the "Jackpotjoy Brands") which run on a platform provided by Gamesys Limited and its subsidiaries (together, the "Gamesys Group"), a privately held third party gaming group, with gaming licenses held in the UK, Spain and Gibraltar (registered to the Gamesys Group);

•    Costa Bingo.com, Crocodile Bingo, Sparkly Bingo, Sing Bingo, City Bingo and Rio Bingo, amongst others, which run on the Dragonfish platform provided by 888 Holdings plc ("888"), with licenses held in the UK and Gibraltar (registered to members of 888's group) (together forming the "Jackpotjoy Segment"^[1]); and

•    Vera&John and InterCasino (forming the "Vera&John Segment") which runs on the Group's own proprietary software platform, with licenses held in the UK, Malta and Denmark.

^[1]  As noted in the Company's Q1 results published on 15 May 2018, effective 1 January 2018, the Mandalay segment has been amalgamated with the Jackpotjoy segment.

The board of directors of the Company (the "Board") believes that the Company has now reached an appropriate stage in its development to undertake the Transfer.

The Company has therefore requested that the FCA approve the Transfer with effect from 8.00 a.m. on 26 July 2018. All of the Company's ordinary shares in issue at such time shall be subject to the Transfer. As at 27 June 2018, the Company had 74,258,930 ordinary shares in issue.

2.   Reasons for and effect of the Transfer 

No changes to the Company's business have been or are proposed to be made in connection with the Transfer.

The Board believes that the Transfer will bring with it a number of benefits to the Company and its shareholders. In particular, the Board believes the Transfer will:

•    benefit the Company's shareholders by illustrating its commitment to corporate governance of the highest standard through its adherence to Premium Listing standards which include governance, regulatory and reporting compliance requirements;

•    provide an appropriate platform for the continued growth of the Group and allow exposure to a wider investor base, enhancing the liquidity of the Company's shares; and

•    enable the Company's ordinary shares to be considered for inclusion in the FTSE UK Index Series which are widely utilised investment benchmarks for institutional investors.

Following the Transfer, certain additional provisions of the Listing Rules will formally apply to the Company. These provisions, which are set out under Chapters 7-13 (inclusive) of the Listing Rules relate to the following matters:

•    the application of the Premium Listing Principles set out in Listing Rule 7.2.1AR (Chapter 7);

•    the requirement to appoint a sponsor in certain circumstances (Chapter 8);

•    the requirement to comply with various continuing obligations, including to comply with all relevant provisions of the UK Corporate Governance Code published in April 2016 by the Financial Reporting Council (the "Code") (or provide an explanation for any non-compliance, if applicable, in its annual report) and requirements relating to notifications and contents of financial information (Chapter 9);

•    the requirement to announce, or obtain shareholder approval for, transactions of a certain size or with "related parties" of the Company (Chapters 10 and 11);

•    certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter 12); and

•    various specific form and contents requirements that will apply to circulars issued by the Company to its shareholders (Chapter 13).

3.   Working capital 

The Company is of the opinion that the Group has sufficient working capital for its present requirements, that is for at least the next 12 months from the date of publication of this announcement (the "Transfer Announcement").

4.   Corporate governance 

The Board is committed to, and recognises the importance and value of good corporate governance. Since the Company has been listed on the Standard Listing Segment of the Official List of the FCA, the Board has based its corporate governance approach on voluntarily reporting its compliance with the Code.

On 30 April 2018, the Company announced Andria Vidler's appointment as a non-executive director, who joined the Board following the Company's AGM on 7 June 2018. Andria also joined the Company's remuneration committee.

The Company continually reviews its policies and procedures to ensure its continued compliance with the Code. Following the Transfer, the Board will be required to report against the provisions of the Code, and to the extent the Company is unable to comply with any relevant provisions of the Code, it will seek to explain fully to its shareholders the reasons for such non-compliance in accordance with Listing Rule 9.8.6R(6).

The Company continues to be a "reporting issuer" under applicable Canadian securities laws. It is therefore obligated to comply with continuous and other timely disclosure requirements and other requirements under such laws in addition to complying with its other obligations. The Company's obligations under applicable Canadian securities laws are expected to continue for so long as more than 10% of the ordinary shares (on a fully-diluted basis) are held by Canadian resident shareholders.

5.   City Code on Takeovers and Mergers ("UK Takeover Code") 

As the Company has its registered office in the UK and its ordinary shares are admitted to trading on the Main Market of the London Stock Exchange plc, it is currently and, following the Transfer, will remain subject to the UK Takeover Code.

6.   Appointment of Sponsor 

The Company has appointed Canaccord Genuity Limited ("Canaccord Genuity") to act as its sponsor in relation to the Transfer pursuant to the requirement of Listing Rule 8.2.1AR(1) of the Listing Rules (the "Sponsor"). Canaccord Genuity is currently joint corporate broker to the Company.

7.   Financial information of the Group 

For the purposes of paragraphs 7, 8 and 9 of this Transfer Announcement, the "Group" shall mean Intertain and its subsidiary undertakings prior to Admission and Jackpotjoy plc and its subsidiary undertakings from Admission.

The Company released its audited financial statements for the year ended 31 December 2017 on 20 March 2018. The associated annual report was published on 27 April 2018. As such, the Company's historical financial information period for the purposes of this Transfer Announcement comprises the three years ended 31 December 2015, 2016 and 2017, respectively (the "Track Record Period").

The historical financial information for the Group for the Track Record Period is presented as follows:

1)    the Group's historical financial information for the years ended 31 December 2017 and 2016, in pounds sterling, which is accompanied by an accountant's report (see Section A and B of this Transfer Announcement);

2)    the Group's historical financial information for the year ended 31 December 2015, in Canadian dollars, together with the accompanying accountant's report. This is presented in Part 7 of the Prospectus which can be viewed on the Company's website via the link: http://www.jackpotjoyplc.com/investors/financial-reports-presentations/jackpotjoy-plc-prospectus/ and is incorporated by reference into the Transfer Announcement; and

3)    a comparative table showing the Group's historical financial information for the years ended 31 December 2016 and 2015, in Canadian dollars (see Section C of this Transfer Announcement).

As referenced in 2) above, information incorporated by reference is as follows:

   
                                                                 Page number in
    Information incorporated by reference into this  Reference   reference
    Transfer Announcement                            document    document
    Consolidated audited financials of the Group for
    the financial year ended 31 December 2015 and
    the reporting accountant's report thereon        Prospectus  Pages 193-240

Other than the specific information indicated above, no other information from the Prospectus forms a part of this Transfer Announcement.

8.   Further financial information 

On 8 April 2015, Intertain completed the acquisition (the "Acquisition") of the entire issued share capital of Fifty States Limited ("Fifty States"), a wholly-owned subsidiary of Gamesys Limited. Fifty States was the then direct and indirect owner of the Jackpotjoy, Starspins and Botemania brands, together with associated rights in, or ownership of real money and social gaming player data related to such brands, trademarks, domain names and certain other related intellectual property rights (collectively, the "Jackpotjoy Business").

The Jackpotjoy Business was consolidated into the Group accounts from the time of the Acquisition. In order to provide a complete three-year track record of the Group, as required by Chapter 6 of the Listing Rules, audited historical carve-out financial information for the Jackpotjoy Business from at least the start of the Track Record Period is included in this Transfer Announcement. As such, further financial information for the period 1 April 2014 to 8 April 2015 (being the date on which the Jackpotjoy Business was acquired and on which it was consolidated into the Company's accounts), together with the year to 31 March 2014 (which was included in the Prospectus) as a comparative, accompanied by an accountant's report thereon, are set out within this Transfer Announcement in Sections D and E below. This financial information is prepared in accordance with the accounting policies adopted in the Group's own historical financial information.

9.   Jackpotjoy Earn-Out Period 

As a result of the acquisition by Intertain of the Jackpotjoy Business on 8 April 2015, the Company owns 100% of the Jackpotjoy Business. The Jackpotjoy Brands operate through proprietary software owned by the Gamesys Group. Subsidiaries of the Group have operating agreements in place with the Gamesys Group, namely, a real money gaming operating agreement and a social gaming operating platform (the "Operating Agreements"), under which the Gamesys Group provides platform services and gaming content for the Jackpotjoy Business. The Operating Agreements run until 2030 and there is a content licensing agreement between the parties which runs for 10 years after the platform services are terminated.

In addition to the initial purchase price paid by the Group as consideration for the Acquisition, Intertain agreed to pay further cash consideration pursuant to earn-outs based on the financial performance of the Jackpotjoy Business in various periods during the 5-year period following completion of the Acquisition (the "Jackpotjoy Earn-Out Payments"). These Jackpotjoy Earn-Out Payments comprised earn-out payments in relation to the Jackpotjoy and Starspins brands, the Botemania brand and an additional earn-out comprising performance-based milestone payments with the final such payment falling due in June 2020 (the "Additional Earn-Out").

The period in which the earn-outs were payable in respect of the Jackpotjoy Brands themselves, being the Jackpotjoy and Starspins Earn-Out, the First Botemania Earn-Out, and the Second Botemania Earn-Out (but not the Additional Earn-Out) formed the "Jackpotjoy Earn-Out Period". The last remaining payment in respect of the Jackpotjoy Earn-Out Period was the Second Botemania Earn-Out, which was paid to the Gamesys Group on 18 June 2018, and, as a result, the Jackpotjoy Earn-Out Period has ended.

As the Jackpotjoy Earn-Out Period has now ended, the Group has complete discretion and ultimate power of decisions regarding the overarching strategy to be adopted in relation to all branded sites of the Jackpotjoy Business (the Gamesys Group retains complete control in respect of the platform and the games of the Jackpotjoy Business). Therefore, the Group now has strategic control over the commercialisation of all its products and its strategy across the whole of the Group.

10.   FTSE eligibility and qualification 

The constituents of the FTSE UK Index Series, incorporating the FTSE 100, FTSE 250 and FTSE SmallCap indices are reviewed on a quarterly basis. It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will be considered for inclusion in the FTSE UK Index Series at its next quarterly review.

11.   Consents 

Canaccord Genuity has given and has not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included in this Transfer Announcement.

BDO LLP has given and has not withdrawn its written consent to the inclusion of its reports in Sections A and D of this Transfer Announcement, in the form and context in which they are included.

12.   Change of name 

The Board has resolved that the Company will change its name to JPJ Group plc effective on or around the date of this Transfer Announcement. The Company will retain its existing ticker, SEDOL and ISIN.

The change of name will not affect any shareholders' rights. No new share certificates will be issued in respect of existing ordinary shares held in certificated form. Shareholders should retain their existing share certificates, which will remain valid.

The name change has been approved by the Board, in accordance with the Company's articles of association.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of the Company is Dan Talisman, Company Secretary. 

About Jackpotjoy plc 

Jackpotjoy plc is the parent company of an online gaming group that provides entertainment to a global consumer base through its subsidiaries. Jackpotjoy plc currently offers bingo and casino games to its customers through its subsidiaries using the Jackpotjoy (http://www.jackpotjoy.com), Starspins (http://www.starspins.com), Botemania (http://www.botemania.es), Vera&John (http://www.verajohn.com), Costa (http://www.costabingo.com) and InterCasino (http://www.intercasino.com) brands. For more information about Jackpotjoy plc, please visit http://www.jackpotjoyplc.com .

IMPORTANT NOTICE:

The contents of this Transfer Announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any ordinary shares or other securities in connection with the proposals described in this Transfer Announcement. This Transfer Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Transfer Announcement does not constitute a recommendation regarding any securities.

This Transfer Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Transfer Announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this Transfer Announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The contents of this paragraph relating to forward-looking statements are not intended to qualify the statement made as to the sufficiency of working capital in this Transfer Announcement.

Subject to the Company's regulatory obligations, including under the Listing Rules, the FCA's Disclosure Guidance and Transparency Rules, Regulation (EU) No 596/2014 (the "Market Abuse Regulation") and the Financial Services and Markets Act 2000 ("FSMA"), neither the Company nor Canaccord Genuity Limited undertakes any obligation to update publicly or revise any forward looking-statement whether as a result of new information, future events or otherwise. None of the statements made in this Transfer Announcement in any way obviates the requirements of the Company to comply with its regulatory obligations. The timetable to Transfer set out in this Transfer Announcement is subject to change and amendment. There can be no assurance that the Transfer will become effective in the timeframe set out in this Transfer Announcement or at all.

Save as expressly set out herein, the contents of the Company's website do not form part of this Transfer Announcement.

Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Company and for no one else in connection with the Transfer and will not be responsible to any person other than the Company for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to the Transfer, the content of this Transfer Announcement or any matter referred to in this Transfer Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Genuity Limited by the FSMA or the regulatory regime established thereunder, neither Canaccord Genuity Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity Limited in connection with this Transfer Announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this Transfer Announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Canaccord Genuity Limited, or on behalf of Canaccord Genuity Limited in connection with the Company or the Transfer. Canaccord Genuity Limited accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Canaccord Genuity Limited, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Transfer Announcement or any such statement.

For the full text, please visit:  https://mma.prnewswire.com/media/712189/Jackpotjoy_Notification_of_Transfer.pdf  

Enquiries  

For further information:

Jackpotjoy plc 

Jason Holden
Director of Investor Relations 
[e-mail]
[phone]
[phone]
 
Jackpotjoy Group 
Amanda Brewer
Vice President of Corporate Communications
[e-mail]
[phone]

Canaccord Genuity Limited 
Antony Isaacs
Emma Gabriel
Richard Andrews
T: 0207-523-8000

Finsbury 
[phone]
[e-mail]

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