TIDMCRP
RNS Number : 3139A
Amaya Gaming Group Inc.
29 March 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
29 March 2012
RECOMMENDED CASH OFFER FOR
CRYPTOLOGIC LIMITED
BY
AMAYA GAMING GROUP INC.
OFFER EXTENDED AND DECLARED WHOLLY UNCONDITIONAL
Summary
On 2 February, 2012, the boards of Amaya Gaming Group Inc.
("Amaya") and CryptoLogic Limited ("CryptoLogic") announced the
terms of a recommended cash offer (the "Offer") to be made by Amaya
to acquire the entire issued and to be issued ordinary share
capital of CryptoLogic ("CryptoLogic Shares").
Amaya is pleased to announce that, as at 3.00 p.m. London time
(10.00 a.m. Toronto time) on 28 March 2012, it has received valid
acceptances which will give Amaya control over 11,171,318
Cryptologic Shares, representing approximately 80.79 per cent. of
the issued share capital of CryptoLogic.
The Offer is being extended and declared both unconditional as
to acceptances and wholly unconditional.
Further detail can be found below.
Offer Wholly Unconditional and Amaya to Take Up the CryptoLogic
Shares
Amaya announces that as at 3.00 p.m. London time (10.00 a.m.
Toronto time) on 28 March 2012, it had received valid acceptances
of the Offer in respect of a total of 10,199,689 CryptoLogic Shares
representing approximately 73.76 per cent. of the issued share
capital of CryptoLogic and approximately 79.34 per cent of
CryptoLogic Shares to which the Offer relates.
CryptoLogic Shares in respect of which valid acceptances have
been received and which may now be counted towards the acceptance
condition include (i) acceptances received in respect of 11,000
CryptoLogic Shares (representing approximately 0.08 per cent. of
the issued share capital of CryptoLogic) which were subject to
irrevocable undertakings received from the CryptoLogic Directors
and (ii) acceptances received in respect of 2,048,580 CryptoLogic
Shares (representing approximately 14.82 per cent. of the issued
share capital of CryptoLogic) which were subject to undertakings
received from Jemekk Capital Management Inc., Birkenshaw &
Company Ltd. and K2 & Associates Investment Management Inc.
Taking into account the existing holding of Amaya of 971,629
CryptoLogic Shares (representing approximately 7.02 per cent. of
the issued share capital of CryptoLogic), the total numbers of
CryptoLogic Shares which may be counted towards the satisfaction of
the Acceptance Condition is 11,171,318 representing approximately
80.79 per cent. of the issued share capital of CryptoLogic.
In accordance with the level of acceptances set forth above,
Amaya is pleased to announce that the Offer has become
unconditional as to acceptances.
In addition, Amaya is pleased to announce that, all Conditions
to the Offer having been satisfied or waived, the Offer is
unconditional in all respects and that Amaya has taken up and will
pay for the 10,199,689 CryptoLogic Shares validly tendered in
accordance with the Offer within 3 Business Days of the date
hereof.
Extension
Amaya also announces that the Offer is extended and will remain
open for acceptance until 3.00 p.m. London time (10.00 a.m. Toronto
time) on 18 April 2012, unless otherwise extended.
Forms of Acceptance not yet returned should be completed and
returned in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance as soon as possible.
Delisting
As previously set out in the Offer Document, now that the Offer
has become wholly unconditional, Amaya intends to procure that
CryptoLogic make an application for the cancellation of the listing
of the CryptoLogic Shares on the Official List and for the
cancellation of trading of the CryptoLogic Shares on the London
Stock Exchange's Main Market. At least 20 Business Days notice of
the intended cancellation will be given by CryptoLogic.
As previously stated in the Offer Document, subject to
applicable requirements, Amaya also intends to procure that
CryptoLogic applies to the TSX for the delisting of the CryptoLogic
Shares on such exchange and the SEC for the delisting of the
CryptoLogic Shares from NASDAQ. Such cancellations will
significantly reduce the liquidity and marketability of any
CryptoLogic Shares which have not been acquired by Amaya under the
Offer and their value may be affected as a consequence and could
also result in adverse tax consequences to Canadian Resident
Holders.
Capitalised terms used and not defined in this announcement have
the same meanings given to them in the Offer Document dated 17
February 2012 and published on 21 February 2012.
Enquiries
Amaya:
David Baazov, President and CEO Tel: +1 514 744 3122
Daniel Sebag, CFO
Canaccord Genuity (Financial Adviser to Amaya):
Simon Bridges/Kit Stephenson Tel: +44 (0)207 050 6500
Neil Johnson Tel: +1 416 869 7224
CryptoLogic:
David Gavagan, Chairman and Interim CEO Tel: +353 (0)1 234 0400
Huw Spiers, Group CFO and Group Head of Operations
Deloitte Corporate Finance (Financial Adviser to
CryptoLogic):
Jonathan Hinton Tel: +44 (0)207 936 3000
David Smith
Luther Pendragon (PR adviser to CryptoLogic):
Neil Thapar Tel: +44 (0)20 7618 9100
Alexis Gore
If you require assistance or have any questions about procedures
for acceptance of the Offer, please contact Boudicca Proxy
Consultants, the Information Agent for the Offer, on:
-- USA/Canada Toll-Free: 1-800-965-5871
-- UK Freephone: 0808-189-0978
-- Rest of the world (charged at national rates): +44 203 051
4260
Banks and Brokers may call +1(212) 252-2119 for information or
assistance.
The helplines will be available between 9.00 a.m. and 1.00 a.m.
(London Time), 4.00 a.m. to 8.00 p.m. (Toronto time), Monday to
Friday.
Alternatively, you may email your enquiries to
info@boudiccaproxy.com.
Please note that the Information Agent cannot provide any
financial, legal or tax advice or advice on the merits of the
Offer.
Important Notice
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe
for any securities in any jurisdiction pursuant to the Offer or
otherwise. Any response in relation to the Offer should be made
only on the basis of the information contained in the Offer
Document (which contains the full terms and conditions of the Offer
including details on how to accept the Offer) and, in the case of
CryptoLogic Shares held in certificated form, the Form of
Acceptance or any other document by which the Offer is made.
Canaccord Genuity, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Amaya and no
one else in connection with the Offer and other matters referred to
in this Announcement and will not be responsible to any person
other than Amaya for providing the protections afforded to clients
of Canaccord Genuity nor for giving advice in relation to the Offer
or many other matter or arrangement referred to in this
Announcement.
Deloitte Corporate Finance is acting exclusively for CryptoLogic
and no one else in connection with the Offer and other matters
referred to in this Announcement and will not be responsible to any
person other than CryptoLogic for providing the protections
afforded to clients of Deloitte Corporate Finance nor for giving
advice in relation to the Offer or any other matter or arrangement
referred to in this Announcement. Deloitte Corporate Finance is a
division of Deloitte LLP, which is authorised and regulated in the
United Kingdom by the FSA in respect of regulated activities.
Overseas Jurisdictions
Unless otherwise determined by Amaya or required by the Code,
and permitted by applicable law and regulation, the Offer is not
being, and will not be, made available, directly or indirectly, in,
into or by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent, in
whole or in part, in, into or from any Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so may violate the laws in that
jurisdiction.
The availability of the Offer to CryptoLogic Shareholders who
are not resident in the United Kingdom, Guernsey, Canada or the
United States may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom, Guernsey, Canada or the United
States should inform themselves of, and observe, any applicable
requirements.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm on the 10th Business Day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm on the Business Day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Notice to US Investors
This Announcement is for informational purposes only and does
not constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. This Announcement also does not
constitute a Solicitation/ Recommendation Statement under the rules
and regulations of the SEC. The Offer is being made solely by means
of an Offer Document, the Form of Acceptance accompanying the Offer
Document and any other documents required by applicable law, which
will contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. In the United States,
Amaya has filed with the SEC a Tender Offer Statement on Schedule
TO containing the Offer Document and other related documentation
and CryptoLogic has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9.
Free copies of the Schedule TO, the Schedule 14D-9 and the other
related documents filed by Amaya or CryptoLogic in connection with
this Offer are available on the SEC's website at
http://www.sec.gov. The Offer Document, Form of Acceptance
accompanying the Offer Document and any other documents required by
applicable law will be made available to all CryptoLogic
Shareholders, Exchangeable Shareholders and CryptoLogic Option
Holders at no charge to them. CryptoLogic Shareholders are advised
to read the Offer Document and the accompanying Form of Acceptance
because they contain important information. CryptoLogic
Shareholders in the United States are also advised to read the
Tender Offer Statement and the Solicitation/Recommendation
Statement because they contain important information.
Publication on websites
A copy of this Announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Amaya's website at
www.amayagaming.com/cryptologic and on CryptoLogic's website at
http://offer.cryptologic.com by no later than 12.00 noon London
time (7.00 a.m. Toronto time) on 30 March 2012. For the avoidance
of doubt, neither the content of the websites referred to in this
Announcement nor the content of any website accessible from
hyperlinks on such websites is incorporated into or forms part of
this Announcement.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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