GYS.L Regulatory News (GYS)

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.

11 August 2021

RECOMMENDED COMBINATION

of

Bally's Corporation ("Bally's")

(and Premier Entertainment Sub, LLC an indirect wholly-owned subsidiary ("Premier Entertainment"))

and

Gamesys Group plc ("Gamesys")

Trust arrangement

On 13 April 2021, the boards of Bally's and Gamesys announced that they had agreed the terms of a recommended combination of Bally's and Gamesys in which Bally's 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").

As explained in the scheme document relating to the Combination dated 1 June 2021 (the "Scheme Document"), Bally's certificate of incorporation and by-laws contain provisions permitting Bally's to impose restrictions on any person who may acquire in excess of 4.99% of Bally's Shares without approval of relevant gaming authorities. Accordingly, Bally's reserved the right in the Scheme Document to establish a trust to hold Bally's Shares issuable to any Gamesys Shareholder who elects for the Share Alternative and comes to hold a number of Bally's Shares in excess of that threshold for so long as the relevant approvals for such Gamesys Shareholder are outstanding. Bally's also reserved the right to require the relevant Gamesys Shareholder to enter into an agreement with Bally's containing undertakings and restrictions required by Bally's with Gamesys' consent.

Bally's entered into such an agreement with Noel Hayden (the "Excess Share Agreement"), which also provides for the establishment of such a trust in certain circumstances. Mr. Hayden beneficially owns 15,481,844 Gamesys Shares, representing 14.11% of Gamesys' issued share capital. Mr. Hayden irrevocably undertook to elect for the Share Alternative in respect of his entire interest in Gamesys Shares. The intention is that Mr. Hayden will have obtained the relevant regulatory approvals by the time of completion of the Combination (applications in respect of which have been submitted by Mr. Hayden), in order for all of the Bally's Shares to which he will be entitled to be issued directly to Mr. Hayden. 

However, under the terms of the Excess Share Agreement, if Mr. Hayden has not obtained the relevant regulatory approvals by the time of completion of the Combination, 4.99% of Bally's Shares after completion of the Combination will be issued directly to Mr. Hayden and the remaining Bally's Shares to which Mr. Hayden is entitled will be issued to a trust established by Mr. Hayden. A Bally's subsidiary will act as trustee of such trust. Until Mr. Hayden obtains the relevant approvals following completion of the Combination, the Excess Share Agreement will impose certain restrictions on Mr. Hayden in respect of how the Bally's Shares in the trust are to be treated. A copy of the Excess Share Agreement (including the deed of trust) can be viewed on Bally's website at https://www.ballys.com/gamesys-documentation and on Gamesys' website at https://www.gamesysgroup.com/investors/offer-for-gamesys/.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.

Enquiries:

Further information

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. 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.

Overseas jurisdictions

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.

Publication on Website

A copy of this announcement will be made available on Bally's website at https://www.ballys.com/gamesys-documentation/ and on Gamesys' website at https://www.gamesysgroup.com/investors/offer-for-gamesys/ and by no later than 12 noon (London time) on the first Business Day following the date of this announcement. Neither the contents of Bally's nor Gamesys' websites are incorporated into or form part of this announcement.