20 Sep 2021 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
20 September 2021
RECOMMENDED COMBINATION
of
Bally's Corporation ("Bally's")
(and Premier Entertainment Sub, LLC an indirect wholly-owned subsidiary ("Premier Entertainment"))
with
Gamesys Group plc ("Gamesys")
Court Hearing and timetable update
On 13 April 2021, the boards of Gamesys and Bally's announced that they had agreed the terms of a recommended combination of Bally's and Gamesys pursuant to which Bally's and Premier Entertainment would acquire the entire issued and to be issued ordinary share capital of Gamesys (the "Combination") by way of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
The full terms of, and conditions to, the Combination are set out in the scheme document relating to the Combination published on 1 June 2021 (the "Scheme Document").
Next steps and timetable
Bally's and Gamesys are pleased to announce that the Condition relating to the Gambling Commission of Great Britain (as set out at Part A, paragraph 8 of Part 3 of the Scheme Document) is satisfied.
The Scheme remains subject to the satisfaction (or, where applicable, the waiver) of certain other Conditions, including the sanction by the Court at the Court Hearing and the obtaining of certain regulatory approvals in the United States.
The Court Hearing has been scheduled for 30 September 2021. In accordance with the provisions of the Scheme, the Election Return Time and the Election Withdrawal Deadline in respect of the Share Alternative will therefore be set at 1:00 p.m. on 23 September 2021. The Scheme is expected to become effective on 1 October 2021, or shortly thereafter.
As announced by Gamesys on 10 August 2021, the Gamesys Board has approved and declared the Second Gamesys Interim Dividend of 15 pence per Gamesys Share, payable to Gamesys Shareholders on the register of members of Gamesys on 10 September 2021. As it is anticipated that the Scheme will become effective before the scheduled payment date of 15 October 2021, the Gamesys Board has adjusted the payment date to 1 October 2021.
An updated expected timetable of principal events relating to the Scheme is set out in the Appendix to this announcement.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Appendix
Expected timetable of principal events
Event | Time/date |
Election Return Time (being the latest time for return of Forms of Election/settlement of TTE Elections from CREST holders in respect of the Share Alternative) | 1:00 p.m. on 23 September 2021(1)(2) |
Election Withdrawal Deadline | 1:00 p.m. on 23 September 2021(1) |
Court Hearing to sanction the Scheme | 30 September 2021(1) |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Gamesys Shares | 30 September 2021(1) |
Scheme Record Time | 6:00 p.m. on 30 September 2021(1) |
Suspension of listing of, and dealings in, Gamesys Shares | 7:30 a.m. on 1 October 2021(1) |
Effective Date | 1 October 2021(1) |
Payment of Second Gamesys Interim Dividend | 1 October 2021 |
De‑listing of Gamesys Shares | By 8:00 a.m. on 4 October 2021(1) |
New Bally's Shares listed and commencement of dealings in New Bally's Shares on the New York Stock Exchange | By 9:30 a.m. (Eastern Standard Time) on 4 October 2021(1) |
New Bally's Shares registered through DRS | 4 October 2021(1) |
Latest date for despatch of statements of entitlement relating to New Bally's Shares held through DRS | Within 14 days of the Effective Date(1) |
Latest date for despatch of cheques in respect of cash consideration and for settlement of cash consideration through CREST or other form of payment | Within 14 days of the Effective Date(1) |
Long Stop Date | 13 April 2022(3) |
(1) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the other Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on the Court Order sanctioning the Scheme being delivered to the Registrar of Companies. Bally's and/or Gamesys will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Gamesys Shareholders and persons with information rights.
(2) The Form of Election must be lodged and/or any TTE Election must be settled by the Election Return Time for it to be valid.
(3) This date may be extended to such date as Gamesys and Bally's may, with the consent of the Panel, agree and the Court (if required) may allow.
All references in this document to times are to times in London (unless otherwise stated).
Enquiries:
Bally's and Premier Entertainment | Tel: + 1 401 475 8564 |
Robert Lavan, Senior Vice President - Finance and Investor Relations | |
Kekst CNC (PR Adviser to Bally's and Premier Entertainment) | Tel: + 1 646 847 6102 |
Richard Goldman David Gill | |
Gamesys | Tel: +44 (0) 20 7478 8150 |
Jason Holden, Director of Investor Relations | |
Macquarie Capital (financial adviser to Gamesys) Sung Chun Magnus Scaddan | Tel: +44(0) 20 3037 2000 |
Numis (joint broker to Gamesys) Garry Levin | Tel: +44(0) 20 7260 1000 |
Berenberg (joint broker to Gamesys) Mark Whitmore | Tel: +44(0) 20 3207 7800 |
Finsbury (PR adviser to Gamesys) | Tel: +44 (0) 7771 887 977 |
James Leviton |
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, subscribe for, otherwise acquire, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Combination is made solely pursuant to the terms of the Scheme Document, which, together with the Forms of Proxy and Form of Election, contains the full terms and Conditions of the Scheme. Gamesys urges Gamesys Shareholders to read the Scheme Document carefully because it contains important information in relation to the Combination. Any decision in respect of, or other response to, the Combination by Gamesys Shareholders should be made only on the basis of the information contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
The Combination is subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority ("FCA").
Important notices
Macquarie Capital (Europe) Limited ("Macquarie Capital"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Gamesys and for no one else in connection with the Combination and/or any other matter referred to in this announcement and will not be responsible to anyone other than Gamesys for providing the protections afforded to its clients or for providing advice in relation to the Combination, the contents of this announcement, or any other matters referred to in this announcement. Macquarie Capital is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542. Macquarie Bank Limited does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital.
Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Gamesys and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Gamesys for providing the protections afforded to clients of Numis, or for providing advice in relation to any matter referred to in this announcement. Neither Numis nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise.
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority and subject to limited regulation by the FCA in the United Kingdom, is acting exclusively for Gamesys and no one else in connection with the Combination and will not be responsible to anyone other than Gamesys for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the Combination or any other matters referred to in this announcement. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.
Information for Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bally's or Premier Entertainment or required by the Takeover Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions.
The availability of the Cash Offer and the Share Alternative to Gamesys Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Gamesys' website at https://www.gamesysgroup.com/investors/offer-for-gamesys/ and on Bally's website at https://www.ballys.com/gamesys-documentation/ by no later than 12 noon (London time) on the Business Day following the date of this announcement. The contents of those websites are not incorporated into and do not form part of this announcement.
General
If you are in any doubt about the contents of this announcement or the action you should take, you should seek your own independent financial advice immediately.