5 May 2020 07:00
For immediate release
05 May 2020
GAN PLC
Result of GAN Limited U.S. Fundraise and IPO
GAN plc ("GAN" or the "Company") today announces the successful pricing of the GAN Limited U.S. fundraise and the execution of the underwriting agreement entered between GAN Limited and representatives of the underwriters. The Form F-1 registration statement previously filed has now become effective as approved by the SEC and NASDAQ has approved the commencement of trading of GAN Limited from 10.00 a.m. ET today.
The Scheme shall become effective in accordance with its terms on delivery of a copy of the Court Order to the Registrar of Companies, which is expected to occur today, following which GAN Limited will become the holding company for the Company.
Those persons holding GAN plc shares as at 6.00 p.m. BST on 4 May 2020 (being the Scheme Record Time) will receive 1 share of GAN Limited for every 4 shares of GAN plc held. Shareholders will not have to take any action to receive their GAN Limited shares. Shareholders that hold shares in GAN plc through brokerage accounts under the EuroClear/CREST system will have their GAN Limited shares and their pro rata portion of the cash consideration from the Scheme deposited directly into their brokerage accounts. That settlement is expected to occur on or about 7 May 2020. After the U.S. IPO, transactions in GAN Limited shares will continue to be eligible for processing through the EuroClear/CREST system.
Trading of GAN plc ordinary shares on AIM will be suspended from 7.30 a.m. BST today. Contingent on the Scheme becoming Effective today, the ordinary shares of GAN plc will be cancelled from trading on AIM from 7.00 a.m. BST on 6 May 2020. GAN plc shares held in uncertificated form have been disabled in CREST with effect from the Scheme Record Time.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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. |