TORONTO, September 23, 2016 /PRNewswire/ --
ANNOUNCES EXTENSION OF DEADLINE FOR ELECTION TO RECEIVE EXCHANGEABLE SHARES
The Intertain Group Limited ("Intertain") (TSX:IT; OTCQX: ITTNF), the largest online bingo-led operator in the world, is pleased to announce that the special resolution to approve the previously announced plan of arrangement (the "Arrangement") that will facilitate the implementation of Intertain's comprehensive UK-centered strategic initiatives (the "UK Strategic Initiatives"), including the proposed London listing (the "London Listing") of the newly-incorporated London-headquartered UK company named Jackpotjoy plc (which is intended to become the parent company for the Intertain group under the Arrangement), was approved by more than 99.98% of all shares represented in person or by proxy at the annual and special meeting of shareholders held earlier today (the "Meeting"), and by more than 99.98% of shares held by disinterested shareholders represented in person or by proxy at the Meeting.
Mr. Neil Goulden, Chairman of the Board, said "We are very pleased to have received such strong support from our shareholders for our UK Strategic Initiatives, and to see that they share our belief that these initiatives will provide us with a platform to further develop our core assets for the long term benefit of the company, its shareholders and other stakeholders and, in particular, that the London Listing will contribute over time to a fuller and more appropriate valuation of our business."
Election Deadline for Exchangeable Shares
Intertain also announced that the deadline (the "Election Deadline") for shareholders to elect to receive exchangeable shares under the Arrangement will be extended beyond September 30, 2016, the deadline originally anticipated. Intertain intends to publicly announce the Election Deadline at least five business days in advance of the Election Deadline.
Intertain also intends to publicly announce the effective date of the Arrangement (the "Effective Date") at least five business days in advance of the Effective Date.
Implementation of the UK Strategic Initiatives
Completion of the Arrangement remains subject to final approval of the Ontario Superior Court of Justice (Commercial List) (the "Ontario Court") at a hearing scheduled to be held on September 27, 2016 and certain other conditions. In addition, completion of the London Listing is subject to, among other things, the approval of the UK's Financial Conduct Authority (the "FCA").
Annual Meeting Business
Shareholders at the Meeting also considered the election of directors and the appointment of auditors. Shareholders represented at the Meeting in person and by proxy elected Messrs. Neil Goulden (99.98% for, 0.02% withheld), Andrew McIver (92.75% for, 7.25% withheld), David Danziger (83.83% for, 16.17% withheld), Paul Pathak (85.45% for, 14.55% withheld) and Jim Ryan (98.75% for, 1.25% withheld) as directors of Intertain to serve until the close of the next annual meeting of shareholders or until their successors are elected or appointed. BDO LLP was re-appointed auditor of Intertain and the directors were authorized to fix BDO's remuneration.
Additional details regarding the UK Strategic Initiatives, the Arrangement and the resolutions passed at the Meeting, are provided in the Circular and accompanying materials, which are available under Intertain's profile on SEDAR at http://www.sedar.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 (http://www.intercasino.com), Costa (http://www.costabingo.com), Vera&John (http://www.verajohn.com), Jackpotjoy (http://www.jackpotjoy.com), Starspins (http://www.starspins.com) and Botemania (http://www.botemania.es) brands. For more information about Intertain, please visit http://www.Intertain.com.
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
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", "intends", "anticipates", "estimates", "plans", "continues", "potential" and "believes" 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 use of the Arrangement to facilitate the UK Strategic Initiatives; (ii) the proposed London Listing; (iii) the UK Strategic Initiatives providing Intertain with a platform to further develop its core assets for the long term benefit of the company, its shareholders and other stakeholders; (iv) the London Listing contributing to a fuller and more appropriate valuation of Intertain's business; (v) the required Ontario Court and regulatory approvals required in connection with the Arrangement; (vi) the required regulatory approvals in connection with the London Listing; (vii) the announcement of the Election Deadline; and (viii) the announcement of the Effective Date. 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 (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 FCA, Toronto Stock Exchange 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 the approval of the Ontario 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. 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, 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.
Other Information
Credit Suisse International ("Credit Suisse"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the UK by the FCA and the PRA, is acting exclusively as financial adviser to Jackpotjoy plc in connection with the London Listing and to the special committee of the Intertain board of directors in connection with the UK Strategic Initiatives, and will not be responsible to anyone other than Jackpotjoy plc and Intertain for providing the protections afforded to its clients or for the providing of advice in relation to the UK Strategic Initiatives or any transaction, matter, or arrangement referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, neither Credit Suisse 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 Credit Suisse 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 Jackpotjoy plc, Intertain, any securities referred to herein or the UK Strategic Initiatives. Credit Suisse 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. No representation or warranty, express or implied, is given by or on behalf of Credit Suisse or any of its respective directors, officers, employees, agents or affiliates as to the accuracy, completeness or sufficiency of the information set out in this announcement.
Investor and Media Contact: General: Amanda Brewer, Vice President, Corporate Communications, The Intertain Group Limited, Tel: +1 416 720-8150, abrewer@intertain.com; UK media: Finsbury, James Leviton, Andy Parnis, Tel: +44 207 251 3801; North American media: Kingsdale Shareholder Services, Ian Robertson, Executive Vice President, Communication Strategy, Tel: +1 416 867-2333, Mobile: +1 647 621-2646, irobertson@kingsdaleshareholder.com
