On 13 April 2021, the boards of Gamesys Group plc (LON:GYS) and Bally’s Corporation announced that they had agreed the terms of a recommended combination of Bally’s and Gamesys pursuant to which Bally’s and Premier Entertainment would acquire the entire issued and to be issued ordinary share capital of Gamesys by way of a scheme of arrangement under Part 26 of the Companies Act.
The full terms of, and conditions to, the Combination are set out in the scheme document relating to the Combination published on 1 June 2021.
Next steps and timetable
Bally’s and Gamesys are pleased to announce that the Condition relating to the Gambling Commission of Great Britain (as set out at Part A, paragraph 8 of Part 3 of the Scheme Document) is satisfied.
The Scheme remains subject to the satisfaction (or, where applicable, the waiver) of certain other Conditions, including the sanction by the Court at the Court Hearing and the obtaining of certain regulatory approvals in the United States.
The Court Hearing has been scheduled for 30 September 2021. In accordance with the provisions of the Scheme, the Election Return Time and the Election Withdrawal Deadline in respect of the Share Alternative will therefore be set at 1:00 p.m. on 23 September 2021. The Scheme is expected to become effective on 1 October 2021, or shortly thereafter.
As announced by Gamesys on 10 August 2021, the Gamesys Board has approved and declared the Second Gamesys Interim Dividend of 15 pence per Gamesys Share, payable to Gamesys Shareholders on the register of members of Gamesys on 10 September 2021. As it is anticipated that the Scheme will become effective before the scheduled payment date of 15 October 2021, the Gamesys Board has adjusted the payment date to 1 October 2021.
An updated expected timetable of principal events relating to the Scheme is set out in the Appendix to this announcement.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Expected timetable of principal events
|Election Return Time (being the latest time for return of Forms of Election/settlement of TTE Elections from CREST holders in respect of the Share Alternative)||1:00 p.m. on 23 September 2021(1)(2)|
|Election Withdrawal Deadline||1:00 p.m. on 23 September 2021(1)|
|Court Hearing to sanction the Scheme||30 September 2021(1)|
|Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Gamesys Shares||30 September 2021(1)|
|Scheme Record Time||6:00 p.m. on 30 September 2021(1)|
|Suspension of listing of, and dealings in, Gamesys Shares||7:30 a.m. on 1 October 2021(1)|
|Effective Date||1 October 2021(1)|
|Payment of Second Gamesys Interim Dividend||1 October 2021|
|De‑listing of Gamesys Shares||By 8:00 a.m. on 4 October 2021(1)|
|New Bally’s Shares listed and commencement of dealings in New Bally’s Shares on the New York Stock Exchange||By 9:30 a.m. (Eastern Standard Time) on 4 October 2021(1)|
|New Bally’s Shares registered through DRS||4 October 2021(1)|
|Latest date for despatch of statements of entitlement relating to New Bally’s Shares held through DRS||Within 14 days of the Effective Date(1)|
|Latest date for despatch of cheques in respect of cash consideration and for settlement of cash consideration through CREST or other form of payment||Within 14 days of the Effective Date(1)|
|Long Stop Date||13 April 2022(3)|
(1) These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the other Conditions are satisfied or, if capable of waiver, waived. The timetable is also dependent on the Court Order sanctioning the Scheme being delivered to the Registrar of Companies. Bally’s and/or Gamesys will give notice of any change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, post notice of the change(s) to Gamesys Shareholders and persons with information rights.
(2) The Form of Election must be lodged and/or any TTE Election must be settled by the Election Return Time for it to be valid.
(3) This date may be extended to such date as Gamesys and Bally’s may, with the consent of the Panel, agree and the Court (if required) may allow.
All references in this document to times are to times in London (unless otherwise stated).