ANNOUNCES BOARD OF DIRECTORS FOR PROPOSED NEW UK-LISTED PARENT
CFO SEARCH CONCLUDED
TORONTO, Sept. 1, 2016 /CNW/ - The Intertain Group Limited ("Intertain") (TSX:IT; OTCQX: ITTNF), the largest online bingo-led operator in the world, today announced that it will hold its annual and special meeting of shareholders (the "Meeting") on September 23, 2016 in Toronto, Ontario, Canada to consider and approve the statutory plan of arrangement (the "Arrangement") that will facilitate the implementation of Intertain's comprehensive UK-centered strategic initiatives to enhance shareholder value (the "UK Strategic Initiatives"). The UK Strategic Initiatives include the proposed London listing of the newly-incorporated London-headquartered UK company named Jackpotjoy plc ("Jackpotjoy"), which has been named after one of Intertain's core brands and which is intended to become the parent company for the Intertain group under the Arrangement.
After consideration of, among other things, a recommendation of a special committee of independent directors (the "Special Committee"), the advice of its legal advisors and other matters, the Intertain board of directors (the "Board") has unanimously determined that the Arrangement is in the best interests of Intertain and is recommending that Intertain shareholders vote in favour of the Arrangement at the Meeting.
UK Strategic Initiatives and Meeting Update
As part of this process, Intertain has entered into an arrangement agreement with, among others, Jackpotjoy to provide for certain matters required in order to implement the Arrangement, including with respect to the calling and holding of the Meeting, obtaining court and other regulatory approvals in connection with the Arrangement and the UK Strategic Initiatives and the conditions to the completion of the Arrangement. Intertain has also obtained an interim order of the Ontario Superior Court of Justice that is required in connection with the Arrangement, and it has now mailed its management information circular in connection with the Meeting (the "Circular") to shareholders of Intertain. The Circular is available under Intertain's profile on SEDAR at www.sedar.com.
Intertain also continues its work in connection with the intended admission of the ordinary shares of Jackpotjoy to the standard listing segment of the Official List of the UK's Financial Conduct Authority ("FCA") and to trading on the Main Market for listed securities of the London Stock Exchange plc (the "London Listing").
Intertain currently expects that the Arrangement will be implemented and the London Listing completed in early- to mid-October 2016 (the "Effective Date"), subject to the satisfaction of certain conditions.
Mr. Goulden, Chairman of the Board, said, "We are excited to have reached these important milestones in implementing the UK Strategic Initiatives. We continue to believe that these initiatives will result in a fuller and more appropriate valuation of our business and that they position Intertain for long-term growth and success. We are also excited to be taking the UK Strategic Initiatives to our shareholders at the Meeting later this month, and to providing them with an opportunity to consider and approve the Arrangement, which is necessary for us to proceed with these proposals."
The Jackpotjoy Board
Intertain also announced that the board of directors of Jackpotjoy (the "Jackpotjoy Board") as of the Effective Date is expected to include five of Intertain's current directors and four new directors. The five current directors are expected to be Neil Goulden (Chairman of the Board), Andrew McIver (President & CEO), David Danziger, Paul Pathak and Jim Ryan. The four new directors are expected to be Nigel Brewster, Keith Laslop (CFO), Jörgen Nordlund and Colin Sturgeon. Of the four new directors, Messrs. Brewster and Sturgeon will be joining the Jackpotjoy Board as independent non-executive directors, while Mr. Nordlund will be a non-executive director and Mr. Laslop will be an executive director. Each new director brings a strong finance and management background to Intertain, with Messrs. Brewster and Nordlund having held a variety of senior executive positions, including in the gaming industry, and Mr. Sturgeon having held a variety of senior roles in Europe with a prominent commercial and investment bank. Detailed biographies for each of these individuals are set out in the Circular.
Noel Hayden will not be standing for reelection at the Meeting, but Intertain and Mr. Hayden have agreed that Mr. Hayden will serve as a special advisor to the Jackpotjoy Board as of the Effective Date. This will assist in maintaining and enhancing the strong relationship between Intertain and Gamesys Limited ("Gamesys") and ensure that the Jackpotjoy Board has the continuing benefit of Mr. Hayden's perspective on relevant matters. Mr. Hayden has reiterated his support for the UK Strategic Initiatives and has signed a voting support agreement pursuant to which he agreed to vote his Intertain shares in favour of the Arrangement at the Meeting in September.
Mr. Goulden noted, "We are delighted to have Noel continuing with us as a special advisor. In this role, we will continue to have the benefit of Noel's valuable insight and contributions on key aspects of our business, but without the procedural impediments that result from our close collaboration with Gamesys, which have restricted his involvement in certain aspects of the Board's deliberations over recent months. Both we and Noel are excited to continue to develop the existing strong relationship between Intertain and Gamesys. We are also excited to have Nigel, Colin and Keith joining the Jackpotjoy Board – their strong experience in relevant areas will provide us with additional perspective as we continue to build Intertain's core assets going forward."
Mr. Hayden added, "My new role as a special advisor to the Jackpotjoy Board provides me with an opportunity to contribute ongoing and meaningful guidance regarding the strategic direction of Intertain as it enters this important and exciting stage of its development, and to deepen the ties between Intertain and Gamesys."
Mr. Goulden also noted, "John Fielding will not be standing for reelection at the Meeting. I'd like to thank John on behalf of Intertain for his dedicated service, including for his recent service as a member of the Special Committee that has coordinated our strategic review process."
Conclusion of CFO Search
Following an extensive search and interviews with several highly-qualified candidates for CFO, Intertain also announced that Keith Laslop will continue as CFO of Intertain and that he will become Jackpotjoy's CFO upon completion of the Arrangement. Mr. Goulden stated, "The Board feels Keith is undoubtedly the person for the job. In the short period I have worked with him, I have come to appreciate his deep understanding of our business and industry, his skills and his unwavering commitment to the success of our business. We are very pleased that he will be continuing as our CFO going forward."
Implementation of the UK Strategic Initiatives
The UK Strategic Initiatives will be facilitated by the court-approved Arrangement, which provides for each existing common share of Intertain to be exchanged for one ordinary share of Jackpotjoy. Intertain also intends to allow eligible Canadian resident shareholders to elect to receive exchangeable shares under the Arrangement instead of Jackpotjoy ordinary shares, also on a one-for-one basis. Intertain has received conditional approval for the listing of these exchangeable shares from the Toronto Stock Exchange (the "TSX") in substitution for the currently listed Intertain shares.
Completion of the Arrangement is subject to shareholder approval and certain other conditions. In addition, completion of the London Listing is subject to the approval of the FCA and the listing of the exchangeable shares on the TSX to the approval of the TSX. There can be no assurance that any such approvals will be obtained or that such other conditions will be satisfied.
Additional details regarding the UK Strategic Initiatives, the Arrangement and the Meeting, including the instructions on how shareholders can vote their Intertain shares at the Meeting and how to receive their Jackpotjoy shares and/or exchangeable shares under the Arrangement (including the deadlines for making elections to receive exchangeable shares) and the reasons for the recommendation of the Special Committee (with which the Board concurred), are provided in the Circular and the accompanying materials. Shareholders are urged to review the Circular and these other materials in detail as they contain important information. A copy of the Circular and these other materials is now available under Intertain's profile on SEDAR at www.sedar.com.
Shareholders with questions regarding the UK Strategic Initiatives, the Arrangement or any of the other matters discussed in this press release or the Circular, or who require assistance in completing the form of proxy, voting instruction form or letter of transmittal and election form which will accompany the Circular, are encouraged to contact Kingsdale Shareholder Services at: 1-866-581-1513 (toll-free in North America), by calling collect at 1-416-867-2272 (outside of North America) or by email at email@example.com.
Advisors to Intertain
Canaccord Genuity Corp. and Credit Suisse International are acting as financial advisors to the Special Committee.
Osler, Hoskin & Harcourt LLP is acting as counsel to the Special Committee. Cassels Brock & Blackwell LLP and Clifford Chance LLP are acting as Canadian and UK/US counsel, respectively, to Intertain in connection with the UK Strategic Initiatives. Kingsdale Shareholder Services is acting as strategic and communications advisor to Intertain. Davis Polk & Wardwell LLP and McCarthy Tétrault LLP are acting as UK/US and Canadian counsel, respectively, to Credit Suisse International.
About The Intertain Group Limited
Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers bingo and casino games to its customers using the InterCasino (www.intercasino.com), Costa (www.costabingo.com), Vera&John (www.verajohn.com), Jackpotjoy (www.jackpotjoy.com), and Botemania (www.botemania.es) brands. For more information about Intertain, please visit www.Intertain.com.
THIS RELEASE AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WHICH WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION OR TO ANY OTHER PERSON.
The shares (including the exchangeable shares) anticipated to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and the shares (including the exchangeable shares) issued in the Arrangement are anticipated to be issued in reliance upon the exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking Information
Forward looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements or developments to be materially different from those anticipated by Intertain and expressed or implied by the forward-looking information. Forward-looking information contained in this release includes, but is not limited to, statements with respect to:
(i) the operations, business, financial condition, expected financial results, performance, valuation, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Intertain; (ii) the UK Strategic Initiatives, including their potential outcomes and ability to enhance shareholder value; (iii) Intertain's intention to take the UK Strategic Initiatives to its shareholders at the Meeting in September 2016; (iv) the London Listing and its potential outcomes, including with respect to the valuation of the Jackpotjoy ordinary shares and the Intertain group; (v) the nature and ability of Intertain to implement the London Listing in October 2016 (including the admission of the ordinary shares of Jackpotjoy to the Official List of the FCA); (vi) the nature and ability of Intertain to realize the potential benefits related to the London Listing; (vii) the use of the Arrangement to facilitate the UK Strategic Initiatives; (viii) the structure of the proposed Arrangement, including the use of exchangeable shares and their terms; (ix) the listing of the exchangeable shares on the TSX; * the composition of the Jackpotjoy Board; (xi) Mr Hayden's ability, as special advisor to the Jackpotjoy Board, to assist in maintaining, enhancing and developing the relationship between Intertain and Gamesys and, more generally, to provide meaningful guidance and strategic direction to Intertain; (xii) the belief that continuing to operate as a standalone business offers a significant opportunity to maximize the potential long-term value for Intertain's shareholders and other stakeholders; (xiii) Mr. Laslop's service as CFO post-Arrangement; (xiv) the agenda, subject matter and timing of the Intertain shareholders meeting. These statements reflect Intertain's current expectations related to future events or its future results, performance, achievements, developments, actions and future trends affecting Intertain. All such statements, other than statements of historical fact, are forward-looking information.
Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, without limitation, that the Intertain Risk Factors will not cause actual results, performance, achievements or developments to differ materially from those described in the forward-looking information. Such forward looking information could also be materially affected by risks, including, but not limited to: (i) that FCA, TSX and other regulatory approvals may not be obtained on the terms anticipated by Intertain or at all and/or that Intertain may not obtain some or all of the benefits it expects to receive as a result of implementing the UK Strategic Initiatives (including the London Listing) in whole or in part; (ii) approvals, including shareholder approvals and the approval of the court, required to complete the UK Strategic Initiatives may not be obtained on terms anticipated by Intertain, or on terms that are favourable to Intertain or at all; (iii) that the costs of management time and money may adversely affect Intertain's business; and (iv) that market volatility or changes in the share price of Intertain do not adversely affect Intertain's ability to implement the UK Strategic Initiatives, including its ability to proceed with a debt financing on terms acceptable to Intertain or at all should Intertain choose to do so. The foregoing risk factors are not intended to represent a complete list of factors that could affect Intertain. Additional risk factors are discussed in Intertain's annual information form dated March 30, 2016 and in the Circular dated August 19, 2016, in each case, under the heading "Risk Factors". All such risk factors are referred to collectively as the "Intertain Risk Factors".
Although Intertain has attempted to identify important factors that could cause actual results, performance, achievements or developments to differ materially from those described in the forward-looking information, there may be other factors that cause actual results, performance, achievements or developments not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results, performance, achievements or developments are likely to differ, and may differ materially, from those expressed in or implied by the forward-looking information contained in this release. Accordingly, readers should not place undue reliance on forward-looking information. While subsequent events and developments may cause Intertain's expectations, estimates and views to change, Intertain does not undertake or assume any obligation to update or revise any forward-looking information, except as required by applicable securities laws. The forward-looking information contained in this release should not be relied upon as presenting Intertain's expectations, estimates and views as of any date subsequent to the date of this release. All of the forward-looking information in this release are expressly qualified by this cautionary note.
This release speaks as of the date hereof and has not been independently verified and no representation or warranty, express or implied, is given by or on behalf of Credit Suisse International ("CSI") or any of its respective directors, officers, employees, agents, affiliates or advisers as to, and no reliance should be placed on the fairness, accuracy, reliability, completeness, appropriateness, validity, quality, reasonableness, truth or correctness of the information or opinions including any statements, estimates and financial outlooks contained and/or referred to in this release or in any other written or oral communication made available in connection with this release; and no responsibility or liability is assumed by any such persons for such information or opinions or for any errors, omissions or misstatements contained herein.
CSI, which is authorized by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority and the PRA in the United Kingdom, is engaged by Intertain to act as financial adviser to the Special Committee in connection with the UK Strategic Initiatives, and will not be responsible to anyone other than Intertain for providing the protections afforded to clients of CSI nor for providing advice in relation to the UK Strategic Initiatives or any transaction, matter or arrangement referred to in this announcement. Neither CSI nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of CSI in connection with the contents of this announcement or its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Intertain, Jackpotjoy or the UK Strategic Initiatives. CSI and each of its affiliates, each accordingly disclaim all and any duty, liability or responsibility which they might otherwise have in respect of this announcement or any such statement.
This release contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the sole basis of any analysis or other evaluation.
SOURCE Intertain Group Ltd.
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