TORONTO, June 18, 2018 /PRNewswire/ - The Stars Group Inc.
(Nasdaq: TSG) (TSX: TSGI) ("The Stars Group" or the "Company")
announced today that it has filed a preliminary prospectus
supplement (the "Preliminary Supplement") to its short form base
shelf prospectus dated January 16,
2018 relating to a proposed underwritten marketed public
offering of common shares of the Company (the "Offering").
The Offering contemplates a treasury offering of 15,000,000 common
shares by the Company and a secondary offering of 6,000,000 common
shares by certain shareholders (the "Selling Shareholders"). The
Offering will be priced in the context of the market with the price
and total size of the Offering to be determined at the time of
entering into an underwriting agreement for the Offering.
The Company and the Selling Shareholders will also grant the
underwriters for the Offering an over-allotment option to purchase
up to an additional 15% of the common shares to be sold pursuant to
the Offering. The over-allotment option will be exercisable for a
period of 30 days after closing.
The Stars Group intends to use the net proceeds from the
treasury offering, together with debt financing and cash on hand to
fund the previously announced acquisition of Sky Betting &
Gaming (the "Acquisition"). The Offering is not contingent on the
closing of the Acquisition or any debt financing. If for any reason
the Acquisition does not close, the Company intends to use the net
proceeds from the Offering for general corporate purposes.
Morgan Stanley, J.P. Morgan and Deutsche Bank Securities Inc.
are acting as the joint book-running managers and representatives
of the underwriters for the Offering. The additional joint
book-running managers for the Offering are Goldman Sachs & Co.
LLC, Barclays, BMO Capital Markets and Macquarie Capital
(USA) Inc. The co-managers for the
Offering are Blackstone Capital Markets, Cormark Securities
(USA) Limited, Canaccord Genuity
Corp., Union Gaming Securities, LLC and Investec Bank plc.
The Offering is subject to customary conditions including, but
not limited to, the listing of the treasury common shares on the
Toronto Stock Exchange and the Nasdaq and the approval of the
Toronto Stock Exchange.
The Preliminary Supplement has been filed with the securities
regulatory authorities in each of the provinces and territories of
Canada. The Preliminary Supplement
has also been filed with the U.S. Securities and Exchange
Commission (the "SEC") as part of a registration statement on Form
F-10 (the "Registration Statement") under the U.S./Canada
Multijurisdictional Disclosure System. The Preliminary Supplement
and the Registration Statement contain important detailed
information about the Offering. A copy of the Preliminary
Supplement and related short form base shelf prospectus can be
found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a
copy of the Registration Statement can be found on EDGAR at
www.sec.gov. Copies of the Preliminary Supplement and the
Registration Statement may also be obtained in the United States from Morgan Stanley,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor,
New York, NY 10014; J.P.
Morgan Securities LLC, Attention: Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717; or Deutsche Bank Securities Inc., Attention:
Prospectus Group, 60 Wall Street, New
York, NY 10005-2836 and in Canada from J.P. Morgan Securities Canada
Inc., Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717.
Prospective investors should read the Preliminary Supplement and
the Registration Statement before making an investment
decision.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About The Stars Group
The Stars Group is a leading
provider of technology-based product offerings in the global gaming
and interactive entertainment industries. The Stars Group directly
or indirectly, including through its Stars Interactive Group
division, owns gaming and related consumer businesses and brands,
such as PokerStars, PokerStars Casino, BetStars, Full Tilt, and the
PokerStars Players No Limit Hold'em Championship, European Poker
Tour, PokerStars Caribbean Adventure, Latin American Poker Tour,
Asia Pacific Poker Tour, PokerStars Festival and PokerStars
MEGASTACK live poker tour and event brands. These brands together
have millions of registered customers globally and collectively
form the largest poker business in the world, comprising online
poker games and tournaments, sponsored live poker competitions,
marketing arrangements for branded poker rooms in popular casinos
in major cities around the world, and poker programming and content
created for television and online audiences. The Stars Group,
through certain of these and other brands, also offers non-poker
gaming products, including casino and sportsbook. The Stars Group,
through certain of its subsidiaries, is licensed or approved to
offer, or offers under third party licenses or approvals, its
product offerings in various jurisdictions throughout the world,
including in Europe, both within
and outside of the European Union, Australia, the Americas and elsewhere. In
particular, PokerStars is the world's most licensed online gaming
brand, holding licenses or related operating approvals in 17
jurisdictions.
Cautionary Note Regarding Forward Looking Statements and
Other Information
This news release may contain
forward-looking statements and information within the meaning of
applicable securities laws, including, without limitation, the
planned Offering and Acquisition, the use of proceeds from the
Offering, and plans regarding the financing of the Acquisition.
Forward-looking statements can, but may not always, be identified
by the use of words such as "anticipate", "plan", "continue",
"estimate", "expect", "may", "will", "intend", "could", "might",
"would", "should", "believe", and similar references to future
periods or the negatives of these words and expressions. These
statements are based on management's current expectations and are
subject to a number of risks, uncertainties, and assumptions,
including litigation risk, market and economic conditions, business
prospects or opportunities, future plans and strategies,
projections, anticipated events and trends and regulatory changes
that affect The Stars Group, its subsidiaries, and its and their
respective customers and industries. There can be no assurance that
actual results will not differ materially from those expressed or
implied in forward-looking statements. Undue reliance should not be
placed on forward-looking statements. Please refer to The Stars
Group's most recent annual information form and annual and interim
financial statements and management's discussion and analysis for
more information about the factors, assumptions and risks that may
apply to The Stars Group's forward-looking statements. Each
forward-looking statement speaks only as of the date hereof, and
The Stars Group undertakes no obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
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SOURCE The Stars Group Inc.