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
1 October 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")
Scheme of Arrangement becomes Effective
On 13 April 2021, the boards of Gamesys and Bally's announced that they had agreed the terms of a recommended combination of Bally's and Gamesys pursuant to which Bally's and Premier Entertainment would acquire the entire issued and to be issued ordinary share capital of Gamesys (the "Combination") by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
The full terms of, and conditions to, the Combination were set out in the scheme document relating to the Combination published on 1 June 2021 (the "Scheme Document").
On 30 September 2021, Gamesys and Bally's announced that the Court had sanctioned the Scheme at the Court Hearing.
Gamesys and Bally's are pleased to announce that, following delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of Gamesys is now owned by Bally's and Premier Entertainment.
Delisting and cancellation of trading of Gamesys Shares
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of Gamesys Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Gamesys Shares on the London Stock Exchange's main market for listed securities, which is expected to take place by 8:00 a.m. on 4 October.
Settlement of Consideration
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in certificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of cheques which will be despatched as soon as practicable and in any event no later than 14 days after this announcement.
In the case of Scheme Shareholders who held their Scheme Shares at the Scheme Record Time in uncertificated form, settlement of any cash consideration payable to them pursuant to the Scheme will be effected by means of an assured payment obligation created in favour of such Scheme Shareholder's payment bank in accordance with the CREST assured payment arrangements as soon as practicable and in any event no later than 14 days after this announcement.
In the case of Scheme Shareholders who have or who have been deemed to have made a valid Share Alternative Election, the New Bally's Shares to which they are entitled will be allotted and issued to them directly through DTC's Direct Registration System, and the name of each such Scheme Shareholder will be entered as the registered owner of the relevant number of New Bally's Shares. Such Scheme Shareholders will be sent a book-entry account statement of ownership evidencing their ownership of such New Bally's Shares as soon as practicable and in any event no later than 14 days after this announcement.
Resignations of Gamesys Non-Executive Directors
As the Scheme has now become Effective, Neil Goulden, Andria Vidler, Colin Sturgeon, Nigel Brewster, James Ryan and Katie Vanneck-Smith have tendered their resignations and have stepped down from the Gamesys Board as of today's date.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
Enquiries
Bally's and Premier Entertainment Robert Lavan, Senior Vice President - Finance and Investor Relations |
Tel: +1 401 475 8564 |
Kekst CNC (PR adviser to Bally's and Premier Entertainment) |
Tel: +1 646 847 6102 |
Richard Goldman David Gill
|
|
Gamesys |
Tel: +44(0) 20 7478 8150 |
Jason Holden, Director of Investor Relations |
|
Macquarie Capital (financial adviser to Gamesys) Sung Chun Magnus Scaddan |
Tel: +44(0) 20 3037 2000 |
Numis (joint broker to Gamesys) Garry Levin |
Tel: +44(0) 20 7260 1000 |
Berenberg (joint broker to Gamesys) Mark Whitmore |
Tel: +44(0) 20 3207 7800 |
Finsbury (PR adviser to Gamesys) |
Tel: +44(0) 7771 887 977 |
James Leviton |
|
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
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 (
Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the
Joh. Berenberg, Gossler & Co. KG,
Information for Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the
Publication on a website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge on Gamesys' website at https://www.gamesysgroup.com/investors/offer-for-gamesys/ and on Bally's website at https://www.ballys.com/gamesys-documentation/ by no later than 12 noon (
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