TIDMGAME
RNS Number : 8119S
GameAccount Network PLC
21 March 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY PLACING
SHARES OF GAMEACCOUNT NETWORK PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
GameAccount Network plc ("GAN" or "the Company")
Result of Placing
GAN is pleased to announce the completion of the Placing
announced earlier today. A total of 11,069,326 Placing Shares have
been conditionally placed by Davy to existing and new institutional
and private investors at a price of 28 pence each, raising gross
proceeds of approximately GBP3.1 million.
The Placing Shares represent approximately 19.8 per cent of the
Existing Ordinary Share Capital. The Placing Shares will, when
issued, be credited as fully paid and will rank pari passu in all
respects with the Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or
paid in respect of such Ordinary Shares after the date of issue of
the Placing Shares.
The Company plans to use the net proceeds from the Placing to
continue expansion of real-money Regulated Gaming and Simulated
Gaming(TM) opportunities in the US and for working capital and
general business development purposes.
The Placing is conditional upon, amongst other things, the
Resolutions required to implement the Placing being duly passed at
the general meeting of the Company ("General Meeting"), proposed to
be held at the offices of Addleshaw Goddard LLP, Milton Gate,
Chiswell Street, London, EC1Y 4AG at 10.00 a.m. on 7 April 2016,
the Placing Agreement not having been terminated in accordance with
its terms and upon Admission becoming effective.
Application will be made to the London Stock Exchange and the
Irish Stock Exchange for the Placing Shares to be admitted to
trading on AIM and ESM respectively ("Admission"). It is expected
that Admission will become effective and that dealings will
commence in the Placing Shares at 8:00 a.m. (Dublin time) on 8
April 2016.
A circular, containing a notice of the General Meeting, will be
sent shortly to Shareholders outlining the terms of the Placing and
seeking the necessary approval of Shareholders to issue the Placing
Shares on a non-pre-emptive basis.
Director Participation
The participation of certain directors of the Company who have
taken up Placing Shares at the Placing Price is as follows:
Percentage of
Ordinary Shares Enlarged
held at date of Placing Shares subscribed Resulting holding after Issued Share
Director this document for Admission Capital
--------------------------- ----------------- -------------------------- -------------------------- --------------
Dermot S
Smurfit..................
.............. 7,475,075 1,071,429 8,546,504 12.75%
David
O'Reilly.................
.................... 2,363,812 357,143 2,720,955 4.06%
Roger
Kendrick.................
................. 2,085,250(1) 428,571 2,513,821 3.75%
Michael Smurfit
Jr.......................
....... 1,068,564 139,607 1,208,171 1.80%
Seamus
McGill...................
................ - 71,429 71,249 0.11%
(1) Includes Ordinary Shares registered in the name of Britania
Limited, a company controlled by Roger Kendrick and in which he
is
beneficially interest in 80 per cent. of Britania Limited's
holding of Ordinary Shares of the Company.
The Directors are considered related parties for the purposes of
the AIM and ESM Rules. As such, the participation of Mr Dermot S
Smurfit, Mr Michael Smurfit Jr, Mr David O'Reilly, Mr Roger
Kendrick and Mr Seamus McGill in the Placing constitutes a Related
Party Transaction under Rule 13 of the AIM and ESM Rules for
Companies.
Accordingly, the Directors (excluding the Directors
participating in the Placing), consider, having consulted with the
Company's Nominated Adviser and ESM Adviser, Davy Corporate
Finance, that the terms on which the Placing Shares will be issued
to the Directors are fair and reasonable insofar as the Company's
Shareholders are concerned.
Capitalised terms used, but not defined in this announcement,
have the same meanings as set out in the announcement released by
the Company earlier today in relation to the Placing.
For further information please contact:
GAN +44 (0) 20 7292
Dermot Smurfit 6262
Chief Executive Officer dsmurfit@gan.com
Davy (Nominated Adviser,
ESM Adviser, Broker
and Sole Bookrunner)
John Frain / Roland +353 (0) 1 679
French 6363
FTI Consulting +353 (0) 1 663
Mark Kenny / Jonathan 3686
Neilan gameaccount@fticonsulting.com
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY REGULATORY AUTHORITY OR
UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
OTHERWISE IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE US SECURITIES
AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED
OR DISPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED UPON
OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY
OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" (AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT. ANY OFFERING TO BE MADE IN THE UNITED STATES WILL
BE MADE TO A LIMITED NUMBER OF (I) "QUALIFIED INSTITUTIONAL BUYERS"
("QIBS") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT; AND (II)
AND "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT, IN BOTH CASES PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES OF THE COMPANY
WILL BE MADE IN CONNECTION WITH THE PLACING IN THE UNITED KINGDOM,
THE REPUBLIC OF IRELAND, THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ELSEWHERE.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law or
regulation. No action has been taken by the Company or Davy or any
of their respective Affiliates that would permit an offering of
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Davy to inform themselves about and to
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under the securities
laws of any state, province or territory of Australia, Canada,
South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, South
Africa, Japan or any other jurisdiction outside the United Kingdom
and the Republic of Ireland.
March 21, 2016 13:34 ET (17:34 GMT)
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting for the Company and for no-one else in
connection with the Placing, and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Davy or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may
be imposed upon Davy by the Financial Services and Markets Act 2000
or the regulatory regime established thereunder, Davy does not
accept any responsibility whatsoever or makes any representation or
warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Placing
Shares or the Placing, and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Davy accordingly
disclaims, to the fullest extent permitted by law, all and any
responsibility and liability whether arising in tort, contract or
otherwise (save as referred to herein) which it might otherwise
have in respect of this announcement or any such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBRGDXIDDBGLB
(END) Dow Jones Newswires
March 21, 2016 13:34 ET (17:34 GMT)
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