Election deadline to receive exchangeable shares is 5:00 p.m. (Toronto time) today
TORONTO, Jan. 20, 2017 /CNW/ - The Intertain Group Limited (TSX:IT), the largest online bingo-led operator in the world, announced today that Jackpotjoy plc has published its prospectus relating to the proposed admission of Jackpotjoy plc's ordinary shares to the standard listing segment of the Official List of the UK's Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc. The prospectus has been approved by the FCA and, subject to applicable securities laws, it is available to Intertain shareholders on Jackpotjoy plc's website (www.jackpotjoyplc.com/investors/prospectus). A copy of the prospectus will be submitted to the National Storage Mechanism in the UK and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
As announced on January 13, 2017, the admission of the Jackpotjoy plc shares to trading in London and the effective date of Intertain's previously-announced plan of arrangement are both expected to occur on January 25, 2017 effective as of 8:00 a.m. (London time) (the "Effective Date").
Shareholders are reminded that the election deadline for eligible Canadian resident shareholders to elect to receive exchangeable shares under the arrangement is 5:00 p.m. (Toronto time) today.
Shareholders are also reminded the last day of trading of Intertain's common shares on the Toronto Stock Exchange (the "TSX") is expected to be January 24, 2017. The exchangeable shares issued under the plan of arrangement are expected to be listed and commence trading on the TSX on the Effective Date, subject to the satisfaction of customary listing conditions. Shareholders receiving Jackpotjoy plc ordinary shares under the plan of arrangement are further reminded that, as disclosed in Intertain's management information circular dated August 19, 2016, there is expected to be a three to five business day transition period following the Effective Date relating to the issuance of Jackpotjoy plc ordinary shares and the associated crediting of intermediaries' CREST accounts. Copies of the circular and the letter of transmittal and election form are available under Intertain's profile on SEDAR at www.sedar.com.
Shareholders who require assistance in making an election to receive exchangeable shares or in completing the letter of transmittal and election form which accompanied the circular are encouraged to contact Kingsdale Advisors 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 protected] prior to 5:00 p.m. (Toronto time) today. Shareholders who have other questions regarding the London listing or the arrangement are also encouraged to contact Kingsdale Advisors.
Advisors to Intertain
Canaccord Genuity Corp. is acting as sole financial advisor in connection with the implementation of the UK strategic initiatives, including the London listing.
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 Advisors is acting as strategic and communications advisor to Intertain.
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), Starspins (www.starspins.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 plan of 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 plan of 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
This release contains certain information and statements that may constitute "forward-looking information" within the meaning of Canadian securities laws. Often, but not always, forward-looking information can be identified by the use of words such as "expects" and "anticipates" or the negative of such words or other variations or synonyms for such words, or state that certain actions, events or results "may", "could", "should", "would", or "will" be taken, occur or be achieved.
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 expectation that the prospectus will be submitted to the National Storage Mechanism in the UK and available for inspection shortly; (ii) the expected date on which the ordinary shares of Jackpotjoy plc are expected to be admitted to the standard listing segment of the Official List of the UK's Financial Conduct Authority and to trading on the Main Market for listed securities of the London Stock Exchange plc; (iii) the expected effective date of Intertain's previously-announced plan of arrangement; (iv) the expected dates on which Intertain's common shares will cease to trade on the TSX and on which the exchangeable shares will be listed and commence trading on the TSX; and (v) the expected duration of the transition period relating to the issuance of Jackpotjoy plc ordinary shares and the associated crediting of intermediaries' CREST accounts. These statements reflect the current expectations of Intertain 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 (as defined below) 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 the FCA and/or other regulatory approvals may not be obtained on the terms or on the timelines anticipated by Intertain or at all (including in respect of the proposed listing of the ordinary shares of Jackpotjoy plc, the exchangeable shares on the Toronto Stock Exchange and in connection with the related plan of arrangement); (ii) that the steps required to be executed by Intertain and/or its agents during the transition period will be taken in the manner and on the timeline anticipated by Intertain; (iii) the costs of management time and money may adversely affect Intertain's business; and (iii) that market volatility or changes in the share price of Intertain do not adversely affect the ability of Intertain or Jackpotjoy plc (as the case may be) to complete the proposed listing of the ordinary shares of Jackpotjoy plc, the exchangeable shares on the Toronto Stock Exchange and/or the related plan of arrangement. 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 management information 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 the expectations, estimates and views of Intertain 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 the expectations, estimates and views of Intertain 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.
SOURCE Intertain Group Ltd.
For further information: Investor and Media Contact: General: Amanda Brewer, Vice President, Corporate, Communications, The Intertain Group Limited, Tel: +1 416 720-8150, [email protected]; UK media: Finsbury, James Leviton, Andy Parnis, Tel: +44 207 251 3801; North American media: Kingsdale Advisors, Ian Robertson, Executive Vice President, Communication Strategy, Tel: +1 416 867-2333, Mobile: +1 647 621-2646, [email protected]