Spettacolo
Intertain Announces Shareholder Approval of Arrangement to Facilitate UK Strategic Initiatives
The Intertain Group Limited (" ") (TSX:IT; OTCQX: ITTNF), the largest online bingo-led operator in the world, is pleased to announce that the special resolution to approve the previously announced plan of arrangement (the " ") that will facilitate the implementation of Intertain's comprehensive UK-centered strategic initiatives (the " "), including the proposed London listing (the " ") of the newly-incorporated London -headquartered UK company named Jackpotjoy plc (which is intended to become the parent company for the Intertain group under the Arrangement), was approved by more than 99.98 of all shares represented in person or by proxy at the annual and special meeting of shareholders held earlier today (the " "), and by more than 99.98% of shares held by disinterested shareholders represented in person or by proxy at the Meeting.
Mr. Neil Goulden , Chairman of the Board, said "We are very pleased to have received such strong support from our shareholders for our UK Strategic Initiatives, and to see that they share our belief that these initiatives will provide us with a platform to further develop our core assets for the long term benefit of the company, its shareholders and other stakeholders and, in particular, that the London Listing will contribute over time to a fuller and more appropriate valuation of our business."
Intertain also announced that the deadline (the " ") for shareholders to elect to receive exchangeable shares under the Arrangement will be extended beyond September 30, 2016 , the deadline originally anticipated. Intertain intends to publicly announce the Election Deadline at least five business days in advance of the Election Deadline.
Intertain also intends to publicly announce the effective date of the Arrangement (the " ") at least five business days in advance of the Effective Date.
Completion of the Arrangement remains subject to final approval of the Ontario Superior Court of Justice (Commercial List) (the " ") at a hearing scheduled to be held on September 27, 2016 and certain other conditions. In addition, completion of the London Listing is subject to, among other things, the approval of the UK's Financial Conduct Authority (the " ").
Shareholders at the Meeting also considered the election of directors and the appointment of auditors. Shareholders represented at the Meeting in person and by proxy elected Messrs. Neil Goulden (99.98% for, 0.02% withheld), Andrew McIver (92.75% for, 7.25% withheld), David Danziger (83.83% for, 16.17% withheld), Paul Pathak (85.45% for, 14.55% withheld) and Jim Ryan (98.75% for, 1.25% withheld) as directors of Intertain to serve until the close of the next annual meeting of shareholders or until their successors are elected or appointed. BDO LLP was re-appointed auditor of Intertain and the directors were authorized to fix BDO's remuneration.
Additional details regarding the UK Strategic Initiatives, the Arrangement and the resolutions passed at the Meeting, are provided in the Circular and accompanying materials, which are available under Intertain's profile on SEDAR at http://www.sedar.com.
Canaccord Genuity Corp. and Credit Suisse International are acting as financial advisors to the Special Committee.
Osler , Hoskin & Harcourt LLP is acting as counsel to the Special Committee. Cassels Brock & Blackwell LLP and Clifford Chance LLP are acting as Canadian and UK/US counsel, respectively, to Intertain in connection with the UK Strategic Initiatives. Kingsdale Shareholder Services is acting as strategic and communications advisor to Intertain. Davis Polk & Wardwell LLP and McCarthy Tétrault LLP are acting as UK/US and Canadian counsel, respectively, to Credit Suisse International.
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.
The shares (including the exchangeable shares) anticipated to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the " "), or any state securities laws, and the shares (including the exchangeable shares) issued in the Arrangement are anticipated to be issued in reliance upon the exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
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