GAN.L Regulatory News (GAN)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

GAN plc ("GAN" or "the Company")

Results of Open Offer of £2 million 9% Convertible Unsecured Loan Notes 2022

GAN announces that as at 11.00 am on 27 April 2017 (being the latest time and date for acceptance of the Open Offer) it had received acceptances in respect of 457,773 Convertible Notes (including excess entitlements) from Qualifying Shareholders, representing 22.87% of the total number of Convertible Notes conditionally placed with Sir Michael Smurfit. Accordingly, Sir Michael Smurfit will take up the balance of 1,543,710 Convertible Notes.

The £2 million Convertible Notes will be drawn down shortly and will be used by the Company to respond to the opportunities the Board believes will be available to the Company in newly regulated intra-State Internet gaming markets in the United States, currently specifically in Pennsylvania, together with the opportunity to commence a US patent licensing program and other general working capital purposes.

Director Participation

Mr Roger Kendrick1 and Michael Smurfit Jr. (being Directors of the Company) subscribed for 94,822 and 3,988 Convertible Notes respectively.

The Directors are considered related parties for the purposes of the AIM and ESM Rules. As such, the participation of Roger Kendrick and Michael Smurfit Jr in the Open Offer 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 Open Offer), consider, having consulted with the Company's Nominated Adviser and ESM Adviser, Davy Corporate Finance, that the terms on which the Convertible Notes will be issued to the Directors are fair and reasonable insofar as the Company's Shareholders are concerned.

1. Including Britania Limited, a company controlled by Roger Kendrick and in which he is beneficially interested in 80 per cent. of Britania Limited's holding of Ordinary Shares in the Company)

Each Noteholder's entitlement will be entered into the Convertible Notes register today and certificates for Convertible Notes will be despatched by 5 May 2017.

Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the circular sent to Shareholders on 10 April 2017 outlining the terms of the conditional Placing and Open Offer (the "Circular").

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Important notice:

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Convertible Notes, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement to enter into, any contract or commitment whatsoever with respect to the proposed Placing and Open Offer or otherwise.

The distribution of this announcement and/or the Circular in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement should not be distributed, forwarded to, or transmitted in or into the United States, Canada, Japan, the Republic of South Africa or Australia.

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as nominated adviser, ESM adviser and broker to the Company in connection with the matters described in this announcement. Persons should note that Davy is acting exclusively for the Company in connection with arrangements described in this announcement and is not acting for any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for advising any other person on the arrangements described in this announcement. Davy has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Davy for the accuracy of any information or opinion contained in this announcement or for the omission of any information.

This announcement includes certain ''forward-looking statements'' with respect to the business, strategy and plans of the Company and its current goals and expectations relating to its future financial condition and performance. Statements that are not historical facts, including statements about the Company's or the Directors' and/or management's beliefs and expectations are forward looking statements. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, those discussed in the Circular. The Company undertakes no obligation publicly to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, save in respect of any requirement under applicable laws, the AIM Rules, the ESM Rules and other applicable regulations.