21 Mar 2016 17:34
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY PLACING SHARES OF GAMEACCOUNT NETWORK PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
GameAccount Network plc ("GAN" or "the Company")
Result of Placing
GAN is pleased to announce the completion of the Placing announced earlier today. A total of 11,069,326 Placing Shares have been conditionally placed by Davy to existing and new institutional and private investors at a price of 28 pence each, raising gross proceeds of approximately £3.1 million.
The Placing Shares represent approximately 19.8 per cent of the Existing Ordinary Share Capital. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.
The Company plans to use the net proceeds from the Placing to continue expansion of real-money Regulated Gaming and Simulated GamingTM opportunities in the US and for working capital and general business development purposes.
The Placing is conditional upon, amongst other things, the Resolutions required to implement the Placing being duly passed at the general meeting of the Company ("General Meeting"), proposed to be held at the offices of Addleshaw Goddard LLP, Milton Gate, Chiswell Street, London, EC1Y 4AG at 10.00 a.m. on 7 April 2016, the Placing Agreement not having been terminated in accordance with its terms and upon Admission becoming effective.
Application will be made to the London Stock Exchange and the Irish Stock Exchange for the Placing Shares to be admitted to trading on AIM and ESM respectively ("Admission"). It is expected that Admission will become effective and that dealings will commence in the Placing Shares at 8:00 a.m. (Dublin time) on 8 April 2016.
A circular, containing a notice of the General Meeting, will be sent shortly to Shareholders outlining the terms of the Placing and seeking the necessary approval of Shareholders to issue the Placing Shares on a non-pre-emptive basis.
Director Participation
The participation of certain directors of the Company who have taken up Placing Shares at the Placing Price is as follows:
Director | Ordinary Sharesheld at date ofthis document | Placing Shares subscribed for | Resulting holding after Admission | Percentage ofEnlargedIssued ShareCapital |
Dermot S Smurfit................................ | 7,475,075 | 1,071,429 | 8,546,504 | 12.75% |
David O'Reilly..................................... | 2,363,812 | 357,143 | 2,720,955 | 4.06% |
Roger Kendrick.................................. | 2,085,250(1) | 428,571 | 2,513,821 | 3.75% |
Michael Smurfit Jr.............................. | 1,068,564 | 139,607 | 1,208,171 | 1.80% |
Seamus McGill................................... | - | 71,429 | 71,249 | 0.11% |
(1) Includes Ordinary Shares registered in the name of Britania Limited, a company controlled by Roger Kendrick and in which he isbeneficially interest in 80 per cent. of Britania Limited's holding of Ordinary Shares of the Company.
The Directors are considered related parties for the purposes of the AIM and ESM Rules. As such, the participation of Mr Dermot S Smurfit, Mr Michael Smurfit Jr, Mr David O'Reilly, Mr Roger Kendrick and Mr Seamus McGill in the Placing constitutes a Related Party Transaction under Rule 13 of the AIM and ESM Rules for Companies.
Accordingly, the Directors (excluding the Directors participating in the Placing), consider, having consulted with the Company's Nominated Adviser and ESM Adviser, Davy Corporate Finance, that the terms on which the Placing Shares will be issued to the Directors are fair and reasonable insofar as the Company's Shareholders are concerned.
Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.
For further information please contact:
GAN Dermot Smurfit Chief Executive Officer | +44 (0) 20 7292 6262 dsmurfit@gan.com | |
Davy (Nominated Adviser, ESM Adviser, Broker and Sole Bookrunner) John Frain / Roland French | +353 (0) 1 679 6363 | |
FTI Consulting Mark Kenny / Jonathan Neilan | +353 (0) 1 663 3686 gameaccount@fticonsulting.com | |
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY REGULATORY AUTHORITY OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHERWISE IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE US SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" (AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE SECURITIES ACT. ANY OFFERING TO BE MADE IN THE UNITED STATES WILL BE MADE TO A LIMITED NUMBER OF (I) "QUALIFIED INSTITUTIONAL BUYERS" ("QIBS") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT; AND (II) AND "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT, IN BOTH CASES PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES OF THE COMPANY WILL BE MADE IN CONNECTION WITH THE PLACING IN THE UNITED KINGDOM, THE REPUBLIC OF IRELAND, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ELSEWHERE.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law or regulation. No action has been taken by the Company or Davy or any of their respective Affiliates that would permit an offering of Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Davy to inform themselves about and to observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under the securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction outside the United Kingdom and the Republic of Ireland.
Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no-one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for providing advice to any other person in relation to the Placing or any other matter referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed upon Davy by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Davy does not accept any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Davy accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement.