MONTREAL, Nov. 24, 2016 /CNW/ - Amaya Inc. ("Amaya") today filed an updated early warning report related to its direct and indirect holdings in NYX Gaming Group Limited ("NYX"), as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (the "EWR"). Unless otherwise noted, all "$" amounts stated herein are in Canadian dollars.
As previously disclosed on July 20, 2016, Amaya had beneficial ownership of a principal amount of $9 million convertible debentures of NYX bearing interest at 6% per annum (the "2014 Debentures") and convertible at any time by Amaya into ordinary shares of NYX ("Ordinary Shares"). Payment of the outstanding amount of the 2014 Debentures was due and payable on November 17, 2016.
In connection with the renegotiation of the maturity date of the 2014 Debentures, Amaya and NYX have today entered into a definitive agreement to amend the 2014 Debentures (the "Debentures Amendment"). Pursuant to the Debentures Amendment, Amaya and NYX have, among other things, extended the maturity date of the 2014 Debentures and agreed that the 2014 Debentures will no longer be convertible into Ordinary Shares but will be repayable solely in cash. Pursuant to the Debentures Amendment, NYX will be required to make monthly payments of $1 million on the 17th day of each month commencing on May 17, 2017 until the balance due date of April 17, 2018, at which time all amounts outstanding under the 2014 Debentures, as amended by the Debentures Amendment, will be due and payable. After May 17, 2017, Amaya will be entitled to automatically setoff any amount owing under the 2014 Debentures, as amended by the Debentures Amendment, against any minimum license commitment owing to NYX or any of its affiliates under the previously reported casino content supplier license agreement entered into between NYX and a wholly owned subsidiary of Amaya on July 31, 2015 in connection with the sale of CryptoLogic Ltd. to NYX and Amaya (Alberta) Inc. (formerly Chartwell Technology Inc.) to NYX Digital Gaming (Canada) ULC, a subsidiary of NYX ("NYX Digital"). Following an event of default under the 2014 Debentures, as amended by the Debentures Amendment, Amaya will be entitled to automatically setoff any amount outstanding thereunder against any amount owing to NYX or any of its affiliates by Amaya or any of its affiliates under such casino content supplier license agreement.
As a result of the Debentures Amendment, Amaya ceased to have deemed beneficial ownership of the 3,145,931 Ordinary Shares that were issuable under the 2014 Debentures, resulting in a decrease in Amaya's deemed securityholding percentage in the Ordinary Shares from approximately 15.52% to approximately 13.25% on a partially diluted basis (assuming the exercise or conversion of all securities of NYX and its subsidiaries held by Amaya and on the basis of 106,921,000 Ordinary Shares issued and outstanding, as disclosed in NYX's management's discussion and analysis for the period ended September 30, 2016 (the "MD&A")). Excluding Ordinary Shares underlying (i) the preferred shares of NYX Digital held by Amaya, which are exchangeable into Ordinary Shares, and (ii) the Ordinary Shares purchase warrants held by Amaya, which are in each case deemed to be beneficially owned by Amaya, and on the basis of 106,921,000 Ordinary Shares issued and outstanding (as disclosed in the MD&A), Amaya has beneficial ownership of and control or direction over approximately 5.25% of NYX's Ordinary Shares on the date hereof and on an issued and outstanding basis.
Amaya holds the securities of NYX for investment purposes. Amaya may, depending on market and other conditions and subject to applicable securities laws, change its beneficial ownership of (or control or direction over) any of the securities of NYX or its affiliates, whether in the open market, by privately negotiated agreements, or otherwise.
7600 TransCanada Hwy
The address of the head office of NYX Gaming Group Limited is:
Roseneath the Grange Channel Islands
St. Peter Port
SOURCE Amaya Inc.
For further information: For investor relations and further information regarding the EWR, including a copy of the same (which will be filed on SEDAR at www.sedar.com), please contact: Tim Foran, Tel: +1.416.545.1325, [email protected]