Jackpotjoy plc (LSE:JPJ), the largest online bingo-led operator in the world, and The Intertain Group Limited (TSX:ITX) today jointly announced that 73,718,943 ordinary shares of Jackpotjoy plc have been 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. The Jackpotjoy plc ordinary shares commenced trading at 8:00 a.m. (London time) under the ticker symbol “JPJ“.
Jackpotjoy plc and Intertain also announced the completion of Intertain’s previously-announced plan of arrangement. Intertain is now an indirect subsidiary of Jackpotjoy plc and the exchangeable shares issued by Intertain pursuant to the plan of arrangement are now listed on the Toronto Stock Exchange (the “TSX“) and will commence trading today under the ticker symbol “ITX“.
Andrew McIver, Jackpotjoy plc’s Chief Executive Officer, said “We are delighted to have completed these truly transformational transactions. The London listing will provide us with access to a large, liquid and international market that is home to a number of our global gaming industry peers and a majority of our online gaming peers. This exposure to a broader market with extensive sector knowledge and familiarity is expected to contribute over time to a fuller and more appropriate valuation of our business. The listing of exchangeable shares on the TSX is also a significant benefit to a large group of our existing Canadian shareholders and is expected to facilitate a shareholder-friendly migration to London of all trading in our shares.”
Mr. McIver continued, “We believe that these transactions, together with the other aspects of the UK strategic initiatives implemented over the previous six months – including our recent debt refinancing, the amended arrangements with the Gamesys group announced in September 2016 and the introduction of strong new leadership for the company, including the appointment of Neil Goulden as Chair of the Board and me as Chief Executive Officer, along with the appointment of three other new non-executive directors to the Jackpotjoy plc board – will significantly enhance Jackpotjoy plc’s ability to build on the group’s existing core of strong assets, whether by organic growth, expansion into new geographic markets or otherwise, for the long-term benefit of our company, our shareholders and our other stakeholders. I am excited about this next chapter in our company’s development and I look forward to updating you on our progress.”
Transition Period for Jackpotjoy plc Shares
Under the plan of arrangement, the former Intertain common shareholders received in exchange for each common share held by them either one Jackpotjoy plc ordinary share or, for those eligible Canadian resident shareholders who made a valid election, one exchangeable share issued by Intertain. The Intertain common shares (TSX:IT) are no longer trading and will be de-listed from the TSX as of the close of trading on the TSX today.
Shareholders who are to receive Jackpotjoy plc ordinary shares under the plan of arrangement are reminded that, as disclosed in Intertain’s management information circular dated August 19, 2016 and in its press release dated January 20, 2017, there is expected to be a three to five business day transition period relating to the issuance of these shares and the associated crediting of intermediaries’ CREST accounts.
Shareholders who held their Intertain common shares in certificated form are expected to have their CREST accounts credited with Jackpotjoy plc ordinary shares today, provided that their share certificate(s) were surrendered by 5:00 p.m. (Toronto time) on January 24, 2017, together with a duly completed letter of transmittal, and that the necessary information to set up and credit a CREST account was provided to the depositary. All registered shareholders who have not yet surrendered their share certificate(s) together with a duly completed letter of transmittal and the other information described above must do so in order to receive their Jackpotjoy plc ordinary shares.
Shareholders who held their Intertain common shares through a broker or other intermediary are expected to have their CREST accounts credited on or about January 30, 2017, provided that their broker or intermediary correctly provides the depositary with their CREST participant and holdings information by 5:00 p.m. (Toronto time) on January 26, 2017. Failure by a shareholder’s intermediary to provide this important information to the depositary, or any failure by an intermediary to provide complete and accurate information, will result in delays in the receipt of Jackpotjoy plc ordinary shares by such shareholders.
Further information concerning these processes is outlined in the circular, including at page 27. Any questions regarding the receipt of Jackpotjoy plc ordinary shares, including any request for another letter of transmittal, should be directed to the depositary, Computershare Investor Services Inc., by telephone (1-800-564-6253 (North American toll-free) or 1-514-982-7555) or by email ([email protected]). Copies of the circular and the letter of transmittal are also available under Intertain’s profile on SEDAR at www.sedar.com.
Canadian shareholders who validly elected to receive exchangeable shares under the plan of arrangement are expected to have their accounts credited with exchangeable shares today.
Holders of Intertain convertible debentures are reminded that, pursuant to a supplemental indenture between Intertain, Jackpotjoy plc and Computershare Trust Company of Canada, all outstanding 5% convertible unsecured subordinated debentures of Intertain are now convertible into Jackpotjoy plc ordinary shares in accordance with the terms of the existing indenture (as amended), and that there have been no other material changes to the terms and conditions attaching to the debentures. The conversion price in respect of the debentures will continue to be CAD$6.00, meaning that approximately 166.67 Jackpotjoy plc ordinary shares will be issued for each CAD$1,000 principal amount of debentures that is converted, rounded down to the nearest whole number of ordinary shares. The debentures now trade under the ticker symbol “ITX.DB“.
Advisors
Canaccord Genuity Corp. acted as sole financial advisor in connection with the implementation of the UK strategic initiatives, including the London listing.
Osler, Hoskin & Harcourt LLP acted as counsel to the special committee of the Intertain board of directors. Cassels Brock & Blackwell LLP and Clifford Chance LLP acted as Canadian and UK/US counsel, respectively, to Intertain in connection with the UK strategic initiatives. Kingsdale Advisors acted as strategic and communications advisor to Intertain.
Jackpotjoy plc has appointed Canaccord Genuity Limited as its corporate broker.
