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Jackpotjoy plc announces intention to float on the London Stock ExchangeThe Intertain Group Limited announces additional two year Gamesys non-competition covenants and amendments to Gamesys operating and other agreements TORONTO, Sept. 6, 2016 /CNW/ - THIS RELEASE (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WHICH WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION OR TO ANY OTHER PERSON. THIS RELEASE (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR OFFER IS UNLAWFUL. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. This announcement is an advertisement for the purposes of the Prospectus Rules of the UK's Financial Conduct Authority (the "FCA") and is not a prospectus and is not an offer of securities for sale in any jurisdiction, including in or into or from the United States, Australia, South Africa, Canada or Japan. Investors should not purchase any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") intended to be published by Jackpotjoy plc in due course in connection with the proposed admission of its ordinary shares (the "Shares") to the standard listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will, following publication, be available for inspection at Jackpotjoy plc's registered office and at www.intertain.com, subject to applicable securities laws. Jackpotjoy plc The Intertain Group Limited Jackpotjoy plc (the "Company") today announces its intention to apply for admission of its Shares to the standard listing segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities (together the "Admission"). The Company expects that Admission will occur in early to mid-October 2016 (subject to satisfaction of certain conditions) and intends to apply for admission of its Shares to the premium listing segment of the Official List in due course. The Intertain Group Limited (TSX:IT; OTCQX: ITTNF) ("Intertain") today concurrently announces additional non-competition covenants and amendments to the long-term operating and other agreements between the Group and Gamesys Limited ("Gamesys") and certain of its affiliates pursuant to deeds of amendment dated 5 September 2016 (together, the "Amendments"), subject to the satisfaction of certain conditions. Intertain has issued a separate announcement in connection with these Amendments and in connection with its assessment of debt financing alternatives. In connection with Admission, Intertain will undertake a corporate reorganisation pursuant to a court supervised plan of arrangement in Canada (the "Plan of Arrangement") under the Business Corporations Act (Ontario) (a process similar to a scheme of arrangement in the UK). Pursuant to the Plan of Arrangement, and subject to the satisfaction of certain conditions to the completion of the Plan of Arrangement, Intertain will ultimately become a wholly owned, indirect subsidiary of Jackpotjoy plc (which will become the holding company of the Intertain group (currently comprising Intertain, its subsidiaries and subsidiary undertakings)). A shareholder vote at an annual and special meeting of the shareholders of Intertain to, among other things, approve the Plan of Arrangement is scheduled for 23 September 2016 in Toronto (the "Meeting"). In this announcement, references to the "Group" are references to (i) Intertain and its subsidiaries prior to it becoming a wholly owned subsidiary of the Company, pursuant to the Plan of Arrangement or (ii) the Company and its subsidiary undertakings upon the Plan of Arrangement taking effect on Admission. Group highlights
Neil Goulden, Chairman of Jackpotjoy plc said: "I am delighted to be chairing the Jackpotjoy board at this exciting point in the company's history. Under Andrew McIver's leadership, supported by Keith Laslop, and with a high-calibre management team and a well-balanced board, Jackpotjoy is now seeking to comply with the highest standards of UK corporate governance. Accordingly we will also voluntarily comply with certain investor protection mechanisms as if a UK premium-listed company, ensuring that we now have the right corporate governance structure in place to take the company into its next phase of growth." Historical financial information and key performance indicators for the Group (in Canadian Dollars)
Jackpotjoy plc at a glance Through its multi-award winning online bingo and casino businesses, the Group is the No.1 bingo-led operator globally5, offering an industry leading level of player "liquidity" – meaning more frequent games, lower waiting times, more winners and higher jackpots – which translate into higher customer retention and significant new customer wins. In the first six months of 2016, 72% of revenue was generated from the Group's bingo-led offering, with 79% of revenue being generated in regulated European markets, including 66% in the UK6. The UK is the Group's core customer market, where it enjoyed a market-leading 27% share of the online bingo market in 20157. Within each of its online businesses, the Group operates (directly or through third parties) trusted, well-recognised branded sites, including: Jackpotjoy, Botemania, Starspins, and the Jackpotjoy and Starspins Social sites, which are part of the bingo-led Jackpotjoy business; Vera&John, Vera&Juan, and InterCasino, which are part of the online casino Vera&John business; and Costa Bingo and Sing Bingo, which are part of the bingo-led Mandalay business. Jackpotjoy plc owns and operates proprietary software within its Vera&John business, including a leading edge B2C and B2B platform. The Group uses third party platform providers the Gamesys group and 888 respectively for its Jackpotjoy and Mandalay businesses. The Group's average active monthly users, totalling approximately 224,000 per month on average in the first six months of 2016, enjoy a wide variety of online bingo offerings and a vibrant online community that secure high levels of brand loyalty and customer retention. Through the Jackpotjoy brand, the Group owns the leading online bingo site in the world8. In 2014 the Group began its journey towards becoming the world's leading online bingo and casino operator, acquiring its first business, InterCasino, and listing on the Toronto Stock Exchange ("TSX") as The Intertain Group Limited. Since then, the Group has acquired three additional leading online gaming businesses, each with a high level of brand recognition and their own unique customer propositions. The acquisitions of the Mandalay and Vera&John businesses followed in 2014, and the acquisition of the Jackpotjoy business was completed in April 2015. The Group now holds a market-leading portfolio of distinctive online B2C bingo brands, generating revenue of C$502 million (£263 million) and adjusted EBITDA of C$195 million (£103 million) in the twelve months to June 20169. As detailed in an announcement issued by Intertain on 26 July 2016, a strategic review process was launched in March 2016 in response to the perceived misalignment of Intertain's business fundamentals and share price on the TSX. Following an extensive review of the strategic alternatives available to Intertain, its Board of Directors has determined to pursue a listing in the UK, with a view to maximizing the potential long-term value for shareholders. Intertain's Board of Directors believes that the UK, being its primary customer market, is the natural home for the parent company of the Group. In reaching its conclusion that the Plan of Arrangement was in the best interests of the Group, the special committee of Intertain's Board of Directors considered a number of factors, including that Admission is expected to provide the Group with access to a large, liquid and international market that is home to a significant number of the Group's global gaming industry peers; greater exposure to a large analyst community with significant sector experience; and an increase in the Group's profile and status among UK and European-based investors, all of which are anticipated to result in a broader and deeper market for the Company's Shares, contributing over time to a fuller and more appropriate valuation of the Group's business over time. The Company will tomorrow, from 1pm BST and 8am EST, be presenting at an Analyst and Investor Day to provide further information on the Group and the proposed Admission. A live audio webcast of the presentation will be available at: Enquiries Jackpotjoy plc +1 416 720 8150 Financial Adviser: Credit Suisse +44 20 7888 8888 Media Enquiries: Finsbury +44 20 7251 3801 ADDITIONAL INFORMATION Group highlights and key strengths The Group operates award-winning B2C online bingo-led and casino gaming sites. Despite its relatively short operating history as an online gaming group, the Group's core businesses have a proven track record of growth:
The Group has continued to record strong growth for the first half of 2016. Revenue for the Group was up 23% on the same period in 201512, with year on year revenue growth of 20% in the Jackpotjoy business, 42% in the Vera&John businesses and 9% in the Mandalay businesses. # 1 bingo-led operator globally, with the deepest liquidity in bingo
Attractive demographic primarily focused on the female audience
Distinctive brands deliver high customer retention
79% of revenue generated from regulated markets
High growth, high margins and low capital intensity
The Group's strategy for growth With a leading market position and diverse customer base (both geographically and demographically), the Group sees a number of opportunities to deliver further growth. The Board of Directors have identified the following strategic priorities to capitalise on these opportunities: Drive market share of the core businesses in existing markets
Product development, notably mobile device offerings
Development of new markets; leveraging existing strengths in newly regulated markets
Targeted marketing, aimed at core demographics
Cross-selling opportunities across different games and platforms
History of Intertain
Overview of the Admission
Assessing Debt Financing Options Intertain has also announced today that it is actively assessing its debt financing options in connection with funding the Pre-Payment and as part of its ongoing assessment of the Group's capital structure. In that regard, Intertain intends to raise an amount at least equal to the Pre-Payment amount through an issuance of GBP-denominated bonds with an anticipated maturity of five to seven years. The issuance is expected to be completed in late September to mid-October 2016. As part of this process, Intertain will discuss with the lenders under its existing credit facilities potential amendments to these credit facilities in connection with the proposed bond issuance and the obtaining of consent of these lenders to the Plan of Arrangement and other relevant matters. Intertain expects to commence these discussions in due course, with the final size of the bond issuance to be determined following these discussions. The Amendments specifically permit Intertain to enter into such a debt financing arrangement and, provided certain other conditions are met, Intertain will be required to make the Pre-Payment to Gamesys upon closing of any such debt financing arrangement. Dividend policy The Company's aim is to generate long term value for its stakeholders and design a shareholder distribution policy that reflects the growth prospects and profitability of the Group while maintaining appropriate levels of operational liquidity. Subject to ensuring sufficient cash remains in the business, including to meet forecast working capital requirements, contingent and financial liabilities (including with respect to any contingent consideration that may be due to Gamesys as a result of the acquisition of the Jackpotjoy brands) and other capital requirements, the Company's Board intends to target an annual total dividend of 50% of the Company's adjusted net income (a non-IFRS measure), as defined and calculated from time to time by the Company. The Board of Jackpotjoy plc intends to introduce such a policy once the Company's leverage has reduced to levels commensurate with its UK-listed peers and will keep this policy under continual review. Board of Directors on Admission Neil Goulden, Chairman Neil is the Chairman of the Board, having been appointed to the Board of Directors of Intertain in June 2016. Neil spent the last 25 years at board level within a number of leisure businesses, including Ladbrokes, Compass Plc, Allied Leisure Plc and the Gala Coral Group. He was Group Managing Director, Chief Executive Officer, Chairman and Chairman Emeritus of Gala Coral Group from 2001 to 2014. Neil currently acts as Senior Independent Director at Marston's plc, the FTSE 350 pub and brewing company, where he also chairs the Remuneration Committee and previously chaired the Audit Committee. Neil is a director of a number of other companies and trustee of a number of charities, and holds and has held a number of ministerial appointments. He was a member of the Low Pay Commission from 2007 to 2015 and advised the government on gambling matters as a member of the Responsible Gambling Strategy Board (2008 to 2011), as Chairman of The Responsible Gambling Trust (2011 to 2016) and currently advises the government as a member of the Horserace Betting Levy Board. Neil graduated from the University of Southampton in 1975 with a BSc in Politics and Law and is a Companion of the Chartered Management Institute and a member of the Institute of Hospitality. Andrew McIver, Chief Executive Officer and Director Andrew is the Company's Chief Executive Officer, having also been appointed to the Board of Directors of Intertain in June 2016. Andrew was previously Chief Executive Officer of online gaming company Sportingbet plc, a role he held for over six years, having previously acted as CFO for almost five years. During his time at Sportingbet, Andrew developed and diversified the business, expanding operations into 26 countries including Australia, Spain and Greece. In March 2013, he oversaw its sale for £480 million to a joint-bid from bookmaker William Hill and sports betting and gaming group GVC. Prior to Sportingbet, Andrew held senior positions with major brands in retail, telecommunications and betting including Ladbrokes, British Telecom and House of Fraser, having trained as a Chartered Accountant. Andrew graduated from the University of Bristol in 1985 with a BSc in Economics. Keith Laslop, Chief Financial Officer and Director Keith is the Company's Chief Financial Officer. Prior to that, Keith previously served as principal of Newcourt Capital, a boutique private equity group. From 2004 to 2008, Keith served as the CFO, then President of Prolexic Technologies, Inc., the world's largest Distributed Denial of Service (DDoS) mitigation provider. From 2001 to 2004, he served as the CFO and Business Development Director of Elixir, a London-based video gaming software developer. Prior to Elixir, Keith served in various corporate development, mergers and acquisitions, and gaming consultant roles in London, England and Toronto, Canada. Keith is a Chartered Accountant and holds the Chartered Financial Analyst (CFA) accreditation. David Danziger, Independent Non-Executive Director David is a Chartered Accountant and the Senior Vice President of Assurance Services at MNP LLP, Chartered Professional Accountants, a full service audit and accounting firm. He also leads the firm's Public Markets practice. David is experienced in management consulting and business advisory services. He was Chief Executive Officer and a director of Aumento Capital Corporation (now Annidis Corporation), a capital pool company that completed its qualifying transaction in June 2011, Aumento Capital III Corporation (now Exo U Inc.), a capital pool company that completed its qualifying transaction in June 2013 and Aumento Capital IV Corporation (now GreenSpace Brands Inc.), a capital pool company that completed its qualifying transaction in April 2015. He is currently a director of Eurotin Inc. (TSXV), Euro Sun Mining Inc. (formerly Carpathian Gold Inc.) (CSE), Era Resources Inc. (TSXV) and Poydras Gaming Finance Inc. (TSXV). He graduated with a B.Comm from the University of Toronto in 1978 and was designated a Chartered Accountant in 1983. Paul Pathak, Independent Non-Executive Director Paul has been a partner of Chitiz Pathak LLP since 1996, a Toronto law firm serving clients in the securities and investment industries. Paul practices principally in the areas of corporate, securities, mergers, acquisitions and commercial law. Paul has acted for issuers in a broad range of securities transactions, including initial public offerings, reverse take-overs, establishment of capital pool companies, going-private transactions and numerous financing structures. Paul has served as a member of the board of directors of several private and public companies listed on Canadian stock exchanges including Aumento Capital Corporation (now Annidis Corporation), a capital pool company that completed its qualifying transaction in June 2011, Aumento Capital III Corporation (now Exo U Inc.), a capital pool company that completed its qualifying transaction in June 2013 and Aumento Capital IV Corporation (now GreenSpace Brands Inc.), a capital pool company that completed its qualifying transaction in April 2015. Paul was called to the Ontario Bar in 1994, having completed his LL.B. at Osgoode Hall Law School in 1992. Jim Ryan, Independent Non-Executive Director Jim is currently Chief Executive Officer of Pala Interactive, LLC and brings extensive experience in the online gaming industry, having previously served as Co-Chief Executive Officer of bwin.party digital entertainment plc and as Chief Executive Officer of PartyGaming plc. Jim also sits on the boards of Gaming Realms plc, Duke Royalty plc and Fralis International LLC. Jim obtained professional qualifications as a Chartered Accountant from the Canadian Institute of Chartered Accountants and a degree in business from the Goodman School of Business at Brock University. Colin Sturgeon, Independent Non-Executive Director Colin has extensive experience leading and managing the origination and execution of corporate and government finance. In July 2005, Colin retired from RBC Capital Markets after over 20 years of service. Throughout his career at RBC, Colin held various roles of increasing responsibility, including Head of Corporate and Investment Banking for Europe, Middle East and Africa and, most recently, as Deputy Chairman, Royal Bank of Canada Europe Limited and Chairman of the European Banking and Trading Risk Management Committees. Prior to joining RBC in 1981, Colin worked for ten years at Merrill Lynch International in London where he held roles in money market and foreign exchange trading and investment banking. Following his retirement from RBC, Colin has been involved with Affinity Sutton Group, one of the UK's largest providers of social housing, as a group board member, and currently as a member of the shadow board appointed in connection with Affinity Sutton and Circle Housing's planned merger. Colin has served on the boards of several companies, including those of Krupaco Finance UK Limited, Channel Services Limited and RBC Pension Trustees Limited. Colin has also acted as a senior advisor to the Financial Services Authority. Nigel Brewster, Independent Non-Executive Director Nigel is an experienced finance and management executive who has held senior roles in private-equity backed companies in the leisure industry. Most recently, Nigel was, from November 2015 until April 2016, CFO of Parkdean Resorts Limited, the leading private equity-owned caravan park operator, where he oversaw the merger of Park Resorts and Parkdean Holidays, a £570 million senior debt raise and various aspects of post-merger integration having previously served as CFO of Park Resorts Limited from April 2012. Nigel previously served as CFO of ADP Dental Group from April 2010 until October 2011, overseeing the sale to IDH Group. From 2005 to 2009, Nigel held several senior roles at Gala Coral Group, one of Europe's largest integrated gaming businesses where he served as Group Commercial Director, International Business Development Director and, latterly, Group Finance Director. At Gala Coral, Nigel led a cost reduction initiative to reduce 10% of the company's cost base, oversaw the establishment of the company's international division and was involved with the creation and implementation of an integrated group information technology strategy. Nigel also served as the UK Finance Director of Apollo Leisure (now SFX Entertainment Inc.), a theatre owner and producer of live events, including bingo, from 1995 until 2001. Nigel holds a Bachelor of Science and a Chartered Accountant qualification from the Institute of Chartered Accountants of England and Wales having qualified with Price Waterhouse Coopers. Jörgen Nordlund, Non-Executive Director Jörgen was a co-founder of Vera&John Casino and is currently a member of the board of directors of West International AB, a publicly listed company on the NASDAQ First North. Jörgen founded Maria Bingo and from 2006 to 2007 served as its Chief Executive Officer. From 2003 to 2005, Jörgen served as Chief Executive Officer and license key representative of Spero Online AB, a licensed regulated gaming operator with a licence from the Swedish Lottery Board. Jörgen also founded Redcyber AB and from 2000 to 2002 served as its Chief Executive Officer. From 1998 to 2000 he served as Business Director at Ericsson France and Holland, and from 1995 to 1998 he served as Marketing Director at Ericsson China (Shanghai). In addition, Jörgen has held a senior management position at Unibet Group and worked as a product manager at Volvo. Jörgen holds a Masters of Science from Luleå University of Technology and an executive Masters of Business Administration from the Thunderbird School of Global Management. Disclaimers Forward-Looking Statements This announcement contains certain information and statements that may constitute "forward-looking information". Often, but not always, forward-looking information can be identified by the use of words such as "expects", "intends", "anticipates", "estimates", "plans", "continues", "targets", "projects", "proposes" "potential", "forecast" and "believes" or the negative of such words or other variations or synonyms for such words, or by statements that certain actions, events or results "may", "could", "should", "would", or "will" be taken, occur or be achieved, or by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. 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 the Company and expressed or implied by the forward-looking information. Forward-looking information contained in this announcement includes, but is not limited to, statements with respect to the Group's revenue, adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income margin and the industry in which the Group operates, as well as statements relating to, among other things, (i) the operations, business, financial condition, expected financial results, performance, valuation, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Company; (ii) the Group's UK focused strategy, including its potential outcomes and ability to enhance shareholder value and provide a platform to develop the Group's core assets; (iii) Admission and its potential outcomes, including to (a) provide access to a large, liquid and international market, (b) afford the Company greater exposure to a large analyst community with sector experience, (c) increase the Company's profile and status among UK- and European-based investors, (d) result in a more appropriate valuation of the Group, and (e) position the Company for long-growth and success; (iv) the nature and ability of the Company to effect the Admission (v) the nature and ability of the Company to realise the potential benefits related to the Admission; (vi) the use of the Plan of Arrangement to facilitate its UK focused strategy; (vii) the structure of the proposed Plan of Arrangement, including the use of exchangeable shares; (viii) the listing of the exchangeable shares on the TSX; (ix) the amount of and timing for making the Pre-Payment; * the satisfaction of the conditions to the Amendments becoming effective; (xi) the aggregate amount of the Gamesys earn-out and the timelines on which the balance of such earn-out will be due; (xii) Intertain's assessment of its debt financing options; (xiii) the holding of the analyst and investor presentation day; (xiv) the belief that continuing to operate as a standalone business offers a significant opportunity to maximize the potential long-term value for shareholders and other stakeholders; (xv) the agenda, subject matter and timing of Intertain's shareholder meeting; and (xvi) the Group's earn-out obligations and evaluation of available financing alternatives. These statements reflect the Company's beliefs and current expectations related to future events or its future results, performance, achievements, developments, actions and future trends affecting the Company and the Group and involve risk and uncertainty because they relate to events and depend on circumstances that will occur or may change in the future, are based on numerous assumptions regarding Intertain's and/or the Company's present and future business strategies and the environment Intertain and the Company will operate in and are subject to inherent risks and uncertainties that may cause actual results to differ materially from those described or implied in these statements. All such statements, other than statements of historical fact, are forward-looking information. Forward-looking statements are based on a number of assumptions which may prove to be incorrect and involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of Intertain and/or the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to, Intertain's and the Company's ability to secure, maintain and comply with all requirements to carry out business in the jurisdictions in which it currently operates or intends to operate; governmental and regulatory actions; general business, economic and market conditions; competition; expected growth of the online gaming market; Intertain's and/or the Company's existing businesses and potential new market opportunities; anticipated and unanticipated costs; protection of Intertain's intellectual property rights; Intertain's and/or the Company's ability to successfully integrate and realise the benefits of its completed acquisitions; the expected earn-out payments required to be made in connection with Intertain's and/or the Company's completed acquisitions; the Financial Conduct Authority, Toronto Stock Exchange and other regulatory approvals may not be obtained on the terms anticipated by Intertain and/or the Company or at all; approvals, including shareholder approvals and the approval of the court, required to complete the Plan of Arrangement may not be obtained on terms anticipated by Intertain and/or the Company, or on terms that are favourable to Intertain and/or the Company or at all and that other conditions to the implementation of the Plan of Arrangement may not be satisfied on terms favourable to Intertain or the Company or at all; ; that the costs of management time and money may adversely affect Intertain's and/or the Company's business; the Group may not obtain some or all of the benefits it expects to receive as a result of implementing a UK focused strategy (including the Admission) in whole or in part; that market volatility or changes in the share price of Intertain do not adversely affect the Group's ability to implement the Plan of Arrangement and the London listing; that a debt refinancing will be available to the Group on terms and on a timeline acceptable to the Group or at all, and that any other conditions with respect to such debt refinancing will be satisfied in the manner anticipated by the Group or at all; and the Group may not obtain all of the benefits it expects to receive from the London listing Many of these risks and uncertainties relate to factors that are beyond Intertain's and/or the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as Intertain's and/or the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which Intertain and/or the Company operates or in economic or technological trends or conditions, the lack of available or qualified personnel or management, stock market volatility, taxation policies, changes in regulation, foreign operations and Intertain's and the Company's limited operating history, as well as the risk factors described in Intertain's annual information form dated 30 March 2016 (the "AIF"), the management information circular dated 19 August 2016 (the "Circular") and other publicly disclosed documents available under Intertain's SEDAR profile at www.sedar.com. Although the Company 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 announcement. Accordingly, readers should not place undue reliance on forward-looking information. While subsequent events and developments may cause the Company's expectations, estimates and views to change, the Company does not undertake or assume any obligation to update or revise any forward-looking information, except as required by applicable securities laws. As a result, you are cautioned not to place undue reliance on such forward-looking statements. Neither the Company, Intertain, the Group, Credit Suisse nor any of their respective subsidiary undertakings, affiliates, agents or advisers or any such persons' directors, officers, employees or agents, nor any other person accepts any responsibility for the accuracy of the opinions expressed in this announcement or the underlying assumptions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. Some of the information is still in draft form and will only be finalised, if legally verifiable, at a later date. Forward-looking statements speak only as of their date and each of the Company, Intertain, the Group and Credit Suisse or any of each such person's respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation or undertaking to supplement, amend, update, keep current or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law. All of the forward-looking information in this announcement is expressly qualified by this cautionary note. Non-IFRS financial information, performance measures and market data This announcement includes non-IFRS financial measures, including but not limited to, adjusted net income, adjusted net income per share, adjusted net income margin, adjusted EBITDA, adjusted EBITDA margin, operating cash flow, operating cash flow conversion (as a % of adjusted EBITDA), net gaming revenue, average active customers per month, CAGR and certain key performance indicators. Generally, a non-IFRS financial measure is a numerical measure that either excludes or includes amounts that are not normally excluded or included in the most directly comparable financial measure calculated and presented in accordance with IFRS. In addition, some of these measures are shown on an "Adjusted" basis to show financial information and key performance indicators adjusted as though the Jackpotjoy business had formed a part of the Group for the entirety of the period shown (actual date of acquisition completion: 8 April 2015). The Group uses certain non-IFRS financial measures because management believes that they provide additional useful information regarding ongoing operating and financial performance, and so highlight trends that may not otherwise be apparent when relying solely on IFRS measures. Readers are cautioned that non-IFRS financial measures are not recognised measures under IFRS, do not have standardised meanings prescribed by IFRS, and should not be considered in isolation or construed to be alternatives to IFRS measures or as indicators of performance, liquidity or cash flows. The Company's method of calculating these measures may differ from the method used by other entities. Accordingly, the measures set out in this announcement may not be comparable to similarly titled measures used by other entities or in other jurisdictions. To the extent available, the industry and market data contained in this announcement has come from official or third party sources. Third party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that each of these publications, studies and surveys have been prepared by a reputable source, the Company has not independently verified the data contained therein. Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given. All historical financial and operational information relating to the Jackpotjoy business prior to Intertain's acquisition of the Jackpotjoy brands from Gamesys in this announcement is based exclusively on information made available by Gamesys and its representatives, and has not been independently verified by the Group. Although the Company has no reason to doubt the accuracy or completeness of the information provided by Gamesys, such information may be incomplete or inaccurate and any omission or inaccuracy in such information could result in unanticipated liabilities or expenses, or may adversely affect the operational plans of the Group and its results of operations and financial condition. This announcement also includes information provided by third parties with respect to the Vera&John and Mandalay businesses for the periods prior to Intertain's acquisition of these businesses which has not been independently verified by the Company. Additional details on the non-IFRS measures are set out in Intertain's management's discussion and analysis for the period ended June 30, 3016, which is available on Intertain's profile at www.sedar.com. Important Notice The contents of this announcement, which has been prepared and issued by and is the sole responsibility of the Company, has been approved by Credit Suisse, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended) ("FSMA"). The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This release (and the information contained herein) is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction where such distribution would be unlawful or which would require any registration or licensing within such jurisdiction or to any other person. This release (and the information contained herein) does not contain or constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States, Australia, Japan or any other jurisdiction where such distribution or offer is unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The information contained herein is not for publication or distribution directly or indirectly into the United States. These materials do not contain or constitute an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. Neither Jackpotjoy plc nor the Group intend to register the securities or conduct a public offering in the United States. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws. 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 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. The merit and suitability of an investment in the Company or Intertain should be independently evaluated and any person considering such an investment in the Company or Intertain is advised to obtain independent advice as to the legal, regulatory, tax, accounting, financial, credit and other related advice prior to making an investment. Any investment in the Company's securities should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. The dates set out in this announcement, including the publication of the Prospectus and/or the date of Admission, may be influenced by a range of circumstances, including market conditions and the outcome of the vote on the Plan of Arrangement. There is no guarantee that the Prospectus will be published or that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Admission at this stage. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Admission cannot be relied upon as a guide to future performance. To the extent available, the industry, market, market share and competitive position data referred to in this announcement have come from official or third-party sources. Third-party reports, publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. While the Company believes that such reports, publications, studies and surveys have been prepared by a reputable source, neither the Company nor Credit Suisse have independently verified the data contained therein. In addition, certain of the industry, market, market share and competitive position data referred to in this announcement have come from the Group's own internal research, records, data and estimates based on the knowledge and experience of the Group management in the markets in which the Group operates (some of which may have been assimilated by third parties in their reports). While the Company reasonably believes that such research, records, data and estimates are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, undue reliance should not be placed on any of the industry, market, market share or competitive position data contained in this announcement. 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 the Company in connection with Admission and to the special committee of the Intertain board of directors in connection with the Plan of Arrangement and Admission, and will not be responsible to anyone other than the Company and Intertain for providing the protections afforded to its clients or for the providing of advice in relation to the Plan of Arrangement, Admission 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 FSMA 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 the Company, Intertain, the Group, the Shares or Admission. 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. Credit Suisse and any of its affiliates may have engaged in transactions with and provided various investment banking, financial advisory and other services for the Company, Intertain and/or the Group for which they would have received customary fees. Credit Suisse and any of its affiliates may provide such services to the Company, Intertain and any of its affiliates in the future. In addition, Credit Suisse and any of its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Credit Suisse or its affiliates may from time to time acquire, hold or dispose of Shares, shares of Intertain and/or exchangeable shares.
SOURCE Intertain Group Ltd. |