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) Sung Chun Magnus Scaddan |
Tel: +44(0) 20 3037 2000 |
Numis (joint broker to Gamesys) Garry Levin Berenberg (joint broker to Gamesys) Mark Whitmore |
Tel: +44(0) 20 7260 1000
Tel: +44(0) 20 3207 7800 |
Finsbury (PR adviser to Gamesys) |
Tel: +44(0) 7771 887 977 |
James Leviton |
|
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) |
|
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
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,
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) 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 (
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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