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Intertain Announces Advantageous Additional 2-Year Gamesys Non-Competition Covenants and 5-Year Extension of its Gamesys Operating Agreements

Announces Assessment of Debt Financing Options and Commencement of Lender Consent Process  
TORONTO, (informazione.news - comunicati stampa - spettacolo)

 

The Intertain Group Limited (" ") (TSX:IT; OTCQX: ITTNF), the largest online bingo-led operator in the world, today announced additional non-competition covenants, and amendments to the long-term operating and other agreements, between the Intertain group and Gamesys Limited (" ") and certain of its affiliates pursuant to deeds of amendment dated September 5, 2016 (together, the " "), subject to the satisfaction of certain conditions. The Gamesys group is the platform and service provider to Intertain's Jackpotjoy, Starspins and Botemania brands. This announcement is being made concurrently with Intertain's joint press release with Jackpotjoy plc (" "), the UK company intended to become the parent company for the Intertain group under the Arrangement (as defined below), which was also issued today to, among other things, formally announce Jackpotjoy's intention to seek admission to trading on the London Stock Exchange plc.

The Amendments are conditional upon, among other things, Intertain making a pre-payment to Gamesys of £150 million (the " ") in respect of Intertain's earn-out obligations in connection with the Jackpotjoy and Starspins brands (the " "). Intertain currently expects that the JPJ Earn-out will exceed the amount of the Pre-Payment, with the remaining balance to be paid in due course in accordance with the original terms of the JPJ Earn-out.

Key terms of the Amendments include:

The Amendments also provide, among other things, that the Intertain group may not serve notice to terminate its operating agreements with the Gamesys group (other than for cause) until at least April 2019 , that the Intertain group may not serve notice to internalize certain operational functions in connection with the Jackpotjoy business until that same date, and that the Intertain group will now be able to effect any such transition more quickly if such a transition ultimately occurs. The Intertain group has agreed to pay the Gamesys group an aggregate of £24 million in equal monthly installments in arrears over the period from April 2017 to April 2020 in connection with the Amendments.

Neil Goulden , Chairman of the Board, said, "The Amendments represent another important step in the process of unlocking the value we believe is embedded in our core assets and, together with the constructive atmosphere in which they were negotiated and the previously announced appointment of Noel Hayden as a special advisor to our board, they are expected to further solidify our strong operating relationship with the Gamesys group."

Intertain also announced that it is actively assessing its debt financing options in connection with funding the Pre-Payment and as part of its ongoing assessment of the group's capital structure, including following the implementation of the previously announced UK Strategic Initiatives (as defined below). In that regard, Intertain intends to raise an amount at least equal to the Pre-Payment amount through an issuance of GBP-denominated bonds with an anticipated maturity of five to seven years. The issuance is expected to be completed in late September to mid-October 2016 . As part of this process, Intertain will discuss with the lenders under its existing credit facilities potential amendments to these credit facilities in connection with the proposed bond issuance and the obtaining of consent of these lenders to the Arrangement (as defined below) and other relevant matters. Intertain expects to commence these discussions in due course, with the final size of the bond issuance to be determined following these discussions. The Amendments with Gamesys specifically permit Intertain to enter into such a debt financing arrangement and, provided certain other conditions are met, Intertain will be required to make the Pre-Payment to Gamesys upon closing of any such debt financing arrangement.

Intertain has also issued a joint press release with Jackpotjoy today. Among other things, this joint press release formally announces Jackpotjoy's intention to seek admission of its ordinary shares to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc. Jackpotjoy is intended to become the parent company for the Intertain group under the proposed statutory plan of arrangement (the " ") that, subject to the satisfaction of certain conditions, will facilitate the implementation of Intertain's previously-announced comprehensive UK-centered strategic initiatives to enhance shareholder value (the " "). An investor and analyst day to discuss the UK Strategic Initiatives and the Arrangement in more detail will be hosted in London, England by Jackpotjoy on September 7, 2016 at 1:00 p.m. ( London time) ( 8:00 a.m. ( Toronto time)), and a live audio webcast of the presentation will be available at http://event.on24.com/r.htm?e=1242864&s=1&k=EC1A2E9E9DA54EABB286AAB8C01D654A.

If Intertain does not make the Pre-Payment on or before February 28, 2017 , the Amendments will not become effective and the existing terms of the Intertain group's arrangements with the Gamesys group will continue to govern. Copies of the deeds of amendment setting out the terms of the Amendments in additional detail will be available under Intertain's profile on SEDAR at http://www.sedar.com.

 

Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers bingo and casino games to its customers using the InterCasino (http://www.intercasino.com), Costa (http://www.costabingo.com), Vera&John (http://www.verajohn.com), Jackpotjoy (http://www.jackpotjoy.com), Starspins (http://www.starspins.com) and Botemania (http://www.botemania.es) brands. For more information about Intertain, please visit http://www.Intertain.com.

THIS RELEASE (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES , AUSTRALIA , JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WHICH WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION OR TO ANY OTHER PERSON. THIS RELEASE (AND THE INFORMATION CONTAINED HEREIN) DOES NOT CONTAIN OR CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES , AUSTRALIA , CANADA , JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OR OFFER IS UNLAWFUL.

The information contained herein is not for publication or distribution directly or indirectly into the United States . These materials do not contain or constitute an offer of securities for sale, or the solicitation of an offer to purchase securities, in the United States . The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the " ") or under the securities laws of any state or other jurisdiction of the United States , and may not be offered or sold in the United States absent registration under the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law. Neither Jackpotjoy plc nor the Group intend to register the securities or conduct a public offering in the United States . Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws.

 

 

 

 

 

 

 

 

 

Investor and Media Contact: General: Amanda Brewer , Vice President, Corporate Communications, The Intertain Group Limited, Tel: +1-416-720-8150, abrewer@intertain.com; UK media: Finsbury: James Leviton , Andy Parnis , Tel: +44-207-251-3801; North American media: Kingsdale Shareholder Services: Ian Robertson , Executive Vice President, Communication Strategy, Tel: +1-416-867-2333, Mobile: +1-647-621-2646, irobertson@kingsdaleshareholder.com

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