22 Apr 2020 11:31
For immediate release
22 April 2020
GAN PLC
Court Sanction of the Scheme of Arrangement
The board of directors of GAN plc ("GAN" or the "Company") is pleased to announce that the High Court of Justice in England and Wales ("Court") has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 pursuant to which it is proposed that GAN Limited acquires the entire issued share capital of the Company (the "Scheme").
Longstop Date
The Court agreed to extend the Longstop Date of the Scheme, being the last date on which the Scheme can be made effective, from April 30, 2020 to May 14, 2020.
Proposed cancellation of admission to trading on AIM
Contingent upon the Scheme becoming Effective, cancellation of admission to trading of ordinary shares of GAN plc on AIM is expected to take effect on or before May 14, 2020 (being the Longstop Date for the Scheme).
It is anticipated that a request to AIM for the suspension in the trading of the ordinary shares of GAN plc will be made in advance of the commencement of trading of shares in GAN Limited on NASDAQ (subject to the conditions regarding the closing of the U.S. fundraise).
Further details will be disclosed in a future announcement regarding the launch of the U.S. fundraise process, in which GAN plc expects to provide as close to ten business days' advance notice ahead of suspension as is practicable, as circumstances dictate in connection with the U.S. fundraise process.
Definitions
Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
About GAN PLC GAN PLC is a leading business-to-business supplier of internet gambling software-as-a-service solutions to the US land-based casino industry. GAN PLC has developed a proprietary internet gambling enterprise software system, GameSTACK™, which it licenses principally to land-based US casino operators as a turnkey technology solution for regulated real-money internet gambling, encompassing internet gaming, internet sports gaming and virtual Simulated Gaming.
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Forward-Looking Statements This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which GAN PLC operates to differ materially from the impression created by these forward-looking statements. GAN PLC does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this announcement. No offer to sell or buy This press release is not an offer of securities for sale in the United States (including its territories and possessions). Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities will be made only by means of a prospectus that may be obtained from the Company and will contained detailed information about the company and management, as well as financial statements. |