31 Mar 2020 12:18
For immediate release
31 March 2020
GAN PLC
Scheme of Arrangement under Part 26
of the Companies Act 2006
Results of Court Meeting and General Meeting
The board of directors of GAN PLC ("GAN" or the "Company") is pleased to announce that at the Court Meeting and the General Meeting held earlier today in connection with the scheme of arrangement pursuant to which it is proposed that GAN Limited acquires the entire issued share capital of the Company (the "Scheme"):
· the Scheme was approved by the requisite majority of Voting Scheme Shareholders at the Court Meeting; and
· Shareholders voted at the General Meeting to pass the special resolution to (among other things) implement the Scheme, amend the articles of association of GAN and cancel admission of the Company's shares to AIM conditional on the Scheme becoming effective (the "Special Resolution").
Details of the resolutions passed are set out in the notices of the meetings contained in the scheme document dated 13 March 2020 sent to Scheme Shareholders (the "Scheme Document").
The detailed voting results in relation to the Court Meeting and the General Meeting are summarised below.
Court Meeting
At the Court Meeting, a majority in number of Voting Scheme Shareholders who voted (either in person or by proxy) on a poll, representing 99.94 per cent. by value of those Scheme Shares voted (either in person or by proxy), voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was therefore approved by the requisite majority on a poll vote. Each Voting Scheme Shareholder present, in person or by proxy, was entitled to one vote for each Scheme Share held at the Voting Record Time.
Details of the votes cast were as follows:
For (Number) | For (%) | Against (Number)
| Against (%) | |
SchemeShares voted
| 32,943,989 | 99.94 | 19,964 | 0.06 |
Voting Scheme Shareholders who voted
| 34 | 91.89 | 3 | 8.11 |
Scheme Shares voted as a percentage of the total number of Scheme Shares held by Voting Scheme Shareholders
| 32,943,989 | 42.90 | 19,964 | 0.03 |
General Meeting
At the General Meeting of GAN, the Special Resolution was duly passed on a poll. Each Ordinary Shareholder present in person or by proxy was entitled to one vote for each Ordinary Share held at the Scheme Voting Record Time. The voting results for the General Meeting were as follows:
For* (Number) | For* (%) | Against (Number)
| Against (%) | Total (Number) | Withheld** (Number) | |
Special Resolution
| ||||||
Shares Voted
| 41,061,253 | 99.96 | 16,916 | 0.04 | 41,078,169 | 60,636 |
* Any proxy appointments which gave discretion to the Chairman have been included in the vote "For" total.
** A vote withheld is not a vote in law and counts neither "For" nor "Against" the resolution.
The total number of Ordinary Shares in issue at the Scheme Voting Record Time was 86,203,868 Ordinary Shares carrying one vote each.
Next Steps and Expected Timetable
Completion of the Scheme remains subject to satisfaction or waiver of the other Conditions set out in the Scheme Document, including the sanction by the Court of the Scheme at the Scheme Court Hearing and entry into the Underwriting Agreement. The expected timetable of principal events for the implementation of the Scheme is set out on page 10 of the Scheme Document.
The Scheme Court Hearing (to sanction the Scheme) is expected to take place on 22 April 2020. Please note that this differs from the date originally included in the Scheme Document (which was stated as being subject to change). The revised date of the Scheme Court Hearing and each of the subsequent dates set out in the timetable in the Scheme Document remain subject to change.
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 GAN is a leading business-to-business supplier of internet gambling software-as-a-service solutions to the US land-based casino industry. GAN 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.
For further information please contact:
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 operates to differ materially from the impression created by these forward-looking statements. GAN 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.
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