NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, Jan. 8, 2013 /CNW Telbec/ - Amaya Gaming Group Inc. ("Amaya" or the "Company") (TSX Venture: AYA) announced today that its board of directors, after having assessed the alternatives with respect to retiring Amaya's outstanding 10.5% convertible unsecured subordinated debentures due April 30, 2014 (the "Convertible Debentures"), has authorized Amaya to issue a redemption notice to all holders of listed Convertible Debentures (Symbol: AYA.DB) announcing that it will redeem for cash all of its Convertible Debentures on February 7, 2013 (the "Redemption Date"), in accordance with the redemption rights attached to the Convertible Debentures.
In accordance with the debenture indenture dated as of January 17, 2012 (the "Indenture") between the Company and Computershare Trust Company of Canada governing the Convertible Debentures, the redemption price for each $1,000 principal amount of Convertible Debentures will be $1,028.48 (the "Total Redemption Price"), being an amount equal to the aggregate of $1,000 plus accrued and unpaid interest as of the Redemption Date, but excluding the Redemption Date, less applicable withholding taxes, if any.
The Total Redemption Price will be payable upon presentation for surrender of Convertible Debentures by registered holders on or after the Redemption Date at the corporate trust office of Computershare Trust Company of Canada, 1500 University Street, 7th Floor, Montréal, Québec, H3A 3S8. CDS Clearing Depository Services Inc. will present for surrender the global certificate to Computershare Trust Company of Canada representing the Convertible Debentures held by the non-registered holders of Convertible Debentures. All Convertible Debentures redeemed will be cancelled and the Convertible Debentures will be delisted from the TSX Venture Exchange.
The aggregate redemption amount for the Convertible Debentures will be paid for with cash from Amaya's working capital.
As at January 7, 2013, and before the processing of $7,432,000 of Convertible Debentures tendered for conversion, there were an aggregate principal amount of $23,586,000 of Convertible Debentures outstanding.
Holders of Convertible Debentures may, until the close of business on the last business day immediately preceding the Redemption Date, convert their Convertible Debentures into common shares of Amaya (the "Common Shares") in accordance with the terms of the Convertible Debentures, namely approximately 308 Common Shares will be issued for each $1,000 principal amount of Convertible Debentures converted representing a conversion price equal to $3.25 per Common Share.
Subject to regulatory approval, Amaya also intends to proceed with a normal course issuer bid ("NCIB") of part of its issued and outstanding Common Shares. Amaya intends to purchase for cancellation up to 5,650,000 Common Shares, representing, to the knowledge of Amaya, less than 10% of the listed Common Shares held by shareholders that are not insiders, promoters or associates or affiliates of an insider of Amaya. As at January 7, 2013, Amaya had 79,676,950 Common Shares issued and outstanding and as at January 8, 2013 Amaya will have 81,963,719 Common Shares issued and outstanding including 2,286,769 Common Shares to be issued upon the conversion of the $7,432,000 Convertible Debentures tendered but not yet processed. Purchases pursuant to the NCIB will be made from time to time by Canaccord Genuity Corp. on behalf of the Company through the facilities of the TSX Venture Exchange at market prices. Common Shares purchased will be paid for with cash from Amaya's working capital. All Common Shares purchased pursuant to the NCIB will be cancelled.
Amaya wishes to reduce the number of Common Shares issued and outstanding, including those Common Shares that may be issued further to the conversion of the Convertible Debentures, in order to enhance shareholder value.
Amaya has not purchased any of its outstanding Common Shares within the previous 12 months. Purchases in any given month are restricted to a maximum of 2% of the total number of outstanding Common Shares. There is no minimum number of Common Shares that must be purchased by the Company under the NCIB.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the United States Securities Act of 1933, as amended).
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Founded in 2004, Amaya Gaming Group Inc. is a technology based gaming provider for the regulated gaming industry. An expansive global organization, present in North America, Latin America, Europe and Asia, Amaya is an innovator in the gaming world. Headquartered in Montreal, Canada, Amaya provides a host of services and solutions that range from: online and mobile gaming casino games and platforms, traditional and mobile lotteries, networked electronic gaming systems, hospitality in-room entertainment systems, management systems, content suites, advisory and management services, and integrity monitoring and auditing systems for the regulated gaming markets.
Disclaimer in regards to Forward-looking Statements
Certain statements included herein, including those that express management's expectations or estimates of our future performance constitute "forward-looking statements" within the meaning of applicable securities laws. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Investors are cautioned not to put undue reliance on forward looking statements. Except as required by law, Amaya does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.
SOURCE: AMAYA GAMING GROUP INC.
For further information:
Mr. David Baazov President and Chief Executive Officer Amaya Gaming Group Inc.
North America: 1-866-744-3122