LONDON, June 27, 2018 /PRNewswire/ --
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR
ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR
SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN JACKPOTJOY PLC NOR
SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT
WHATSOEVER.
Jackpotjoy plc (the "Company" and, together with its
subsidiary undertakings, the "Group") (LSE: JPJ), a leading
global bingo-led operator, announces that it is proposing to
transfer the listing category of its entire issued and to be issued
ordinary share capital from a Standard Listing to a Premium Listing
on the Official List of the Financial Conduct Authority (the
"FCA") in accordance with paragraph 5.4A of the FCA's
Listing Rules (the "Listing Rules") (the "Transfer
").
The provision of a minimum 20 business days' notice (which
period commenced by way of today's announcement) is required to
effect the Transfer. No shareholder approval is required in
connection with the Transfer. It is currently anticipated that the
Transfer will take effect at 8.00
a.m. on 26 July 2018,
conditional on the approval of the FCA.
1. Background to the
Transfer
The Company's ordinary shares were listed on the Standard
Listing Segment of the Official List and admitted to trading on
London Stock Exchange plc's Main Market for listed securities on
25 January 2017
("Admission").
Prior to 25 January 2017, the
parent company of what is now the Company's business was The
Intertain Group Limited ("Intertain"), a Canadian
corporation. On 25 January 2017, the
Company became the parent company of the Group following a share
for share exchange, details of which were outlined in the Company's
prospectus published on 20 January
2017 in connection with Admission (the
"Prospectus").
The Group is an online gaming operator that provides gaming and
entertainment to a global customer base through its subsidiaries.
The Group markets its bingo and casino products under a number of
consumer facing brands:
• Jackpotjoy, Botemania and Starspins (collectively
the "Jackpotjoy Brands") which run on a platform provided by
Gamesys Limited and its subsidiaries (together, the "Gamesys
Group"), a privately held third party gaming group, with gaming
licenses held in the UK, Spain and
Gibraltar (registered to the
Gamesys Group);
• Costa Bingo.com, Crocodile Bingo, Sparkly Bingo,
Sing Bingo, City Bingo and Rio Bingo, amongst others, which run on
the Dragonfish platform provided by 888 Holdings plc
("888"), with licenses held in the UK and Gibraltar (registered to members of 888's
group) (together forming the "Jackpotjoy
Segment"[1]); and
• Vera&John and InterCasino (forming the
"Vera&John Segment") which runs on the Group's own
proprietary software platform, with licenses held in the UK,
Malta and Denmark.
[1] As noted in the
Company's Q1 results published on 15 May
2018, effective 1 January
2018, the Mandalay segment has been amalgamated with the
Jackpotjoy segment.
The board of directors of the Company (the "Board")
believes that the Company has now reached an appropriate stage in
its development to undertake the Transfer.
The Company has therefore requested that the FCA approve the
Transfer with effect from 8.00 a.m.
on 26 July 2018. All of the Company's ordinary shares in issue
at such time shall be subject to the Transfer. As at 27 June
2018, the Company had 74,258,930 ordinary shares in issue.
2. Reasons for and effect of the
Transfer
No changes to the Company's business have been or are proposed
to be made in connection with the Transfer.
The Board believes that the Transfer will bring with it a number
of benefits to the Company and its shareholders. In particular, the
Board believes the Transfer will:
• benefit the Company's shareholders by
illustrating its commitment to corporate governance of the highest
standard through its adherence to Premium Listing standards which
include governance, regulatory and reporting compliance
requirements;
• provide an appropriate platform for the continued
growth of the Group and allow exposure to a wider investor base,
enhancing the liquidity of the Company's shares; and
• enable the Company's ordinary shares to be
considered for inclusion in the FTSE UK Index Series which are
widely utilised investment benchmarks for institutional
investors.
Following the Transfer, certain additional provisions of the
Listing Rules will formally apply to the Company. These provisions,
which are set out under Chapters 7-13 (inclusive) of the Listing
Rules relate to the following matters:
• the application of the Premium Listing Principles
set out in Listing Rule 7.2.1AR (Chapter 7);
• the requirement to appoint a sponsor in certain
circumstances (Chapter 8);
• the requirement to comply with various continuing
obligations, including to comply with all relevant provisions of
the UK Corporate Governance Code published in April 2016 by the Financial Reporting Council
(the "Code") (or provide an explanation for any
non-compliance, if applicable, in its annual report) and
requirements relating to notifications and contents of financial
information (Chapter 9);
• the requirement to announce, or obtain
shareholder approval for, transactions of a certain size or with
"related parties" of the Company (Chapters 10 and 11);
• certain restrictions in relation to the Company
dealing in its own securities and treasury shares
(Chapter 12); and
• various specific form and contents requirements
that will apply to circulars issued by the Company to its
shareholders (Chapter 13).
3. Working capital
The Company is of the opinion that the Group has sufficient
working capital for its present requirements, that is for at least
the next 12 months from the date of publication of this
announcement (the "Transfer Announcement").
4. Corporate governance
The Board is committed to, and recognises the importance and
value of good corporate governance. Since the Company has been
listed on the Standard Listing Segment of the Official List of the
FCA, the Board has based its corporate governance approach on
voluntarily reporting its compliance with the Code.
On 30 April 2018, the Company
announced Andria Vidler's
appointment as a non-executive director, who joined the Board
following the Company's AGM on 7 June
2018. Andria also joined the Company's remuneration
committee.
The Company continually reviews its policies and procedures to
ensure its continued compliance with the Code. Following the
Transfer, the Board will be required to report against the
provisions of the Code, and to the extent the Company is unable to
comply with any relevant provisions of the Code, it will seek to
explain fully to its shareholders the reasons for such
non-compliance in accordance with Listing Rule 9.8.6R(6).
The Company continues to be a "reporting issuer" under
applicable Canadian securities laws. It is therefore obligated to
comply with continuous and other timely disclosure requirements and
other requirements under such laws in addition to complying with
its other obligations. The Company's obligations under applicable
Canadian securities laws are expected to continue for so long as
more than 10% of the ordinary shares (on a fully-diluted basis) are
held by Canadian resident shareholders.
5. City Code on Takeovers and Mergers
("UK Takeover Code")
As the Company has its registered office in the UK and its
ordinary shares are admitted to trading on the Main Market of the
London Stock Exchange plc, it is currently and, following the
Transfer, will remain subject to the UK Takeover Code.
6. Appointment of Sponsor
The Company has appointed Canaccord Genuity Limited
("Canaccord Genuity") to act as its sponsor in relation to
the Transfer pursuant to the requirement of Listing Rule 8.2.1AR(1)
of the Listing Rules (the "Sponsor"). Canaccord Genuity is
currently joint corporate broker to the Company.
7. Financial information of the
Group
For the purposes of paragraphs 7, 8 and 9 of this Transfer
Announcement, the "Group" shall mean Intertain and its
subsidiary undertakings prior to Admission and Jackpotjoy plc and
its subsidiary undertakings from Admission.
The Company released its audited financial statements for the
year ended 31 December 2017 on
20 March 2018. The associated annual
report was published on 27 April
2018. As such, the Company's historical financial
information period for the purposes of this Transfer Announcement
comprises the three years ended 31 December 2015, 2016 and
2017, respectively (the "Track Record Period").
The historical financial information for the Group for the Track
Record Period is presented as follows:
1) the Group's historical financial information for
the years ended 31 December 2017 and
2016, in pounds sterling, which is accompanied by an accountant's
report (see Section A and B of this Transfer Announcement);
2) the Group's historical financial information for
the year ended 31 December 2015, in
Canadian dollars, together with the accompanying accountant's
report. This is presented in Part 7 of the Prospectus which can be
viewed on the Company's website via the link:
http://www.jackpotjoyplc.com/investors/financial-reports-presentations/jackpotjoy-plc-prospectus/
and is incorporated by reference into the Transfer Announcement;
and
3) a comparative table showing the Group's
historical financial information for the years ended
31 December 2016 and 2015, in Canadian dollars (see Section C
of this Transfer Announcement).
As referenced in 2) above, information incorporated by reference
is as follows:
Page number in
Information incorporated by reference into this Reference reference
Transfer Announcement document document
Consolidated audited financials of the Group for
the financial year ended 31 December 2015 and
the reporting accountant's report thereon Prospectus Pages 193-240
Other than the specific information indicated above, no other
information from the Prospectus forms a part of this Transfer
Announcement.
8. Further financial
information
On 8 April 2015, Intertain
completed the acquisition (the "Acquisition") of the entire
issued share capital of Fifty States Limited ("Fifty
States"), a wholly-owned subsidiary of Gamesys Limited. Fifty
States was the then direct and indirect owner of the Jackpotjoy,
Starspins and Botemania brands, together with associated rights in,
or ownership of real money and social gaming player data related to
such brands, trademarks, domain names and certain other related
intellectual property rights (collectively, the "Jackpotjoy
Business").
The Jackpotjoy Business was consolidated into the Group accounts
from the time of the Acquisition. In order to provide a complete
three-year track record of the Group, as required by Chapter 6 of
the Listing Rules, audited historical carve-out financial
information for the Jackpotjoy Business from at least the start of
the Track Record Period is included in this Transfer Announcement.
As such, further financial information for the period 1 April 2014 to 8 April
2015 (being the date on which the Jackpotjoy Business was
acquired and on which it was consolidated into the Company's
accounts), together with the year to 31
March 2014 (which was included in the Prospectus) as a
comparative, accompanied by an accountant's report thereon, are set
out within this Transfer Announcement in Sections D and E below.
This financial information is prepared in accordance with the
accounting policies adopted in the Group's own historical financial
information.
9. Jackpotjoy Earn-Out
Period
As a result of the acquisition by Intertain of the Jackpotjoy
Business on 8 April 2015, the Company
owns 100% of the Jackpotjoy Business. The Jackpotjoy Brands operate
through proprietary software owned by the Gamesys Group.
Subsidiaries of the Group have operating agreements in place with
the Gamesys Group, namely, a real money gaming operating agreement
and a social gaming operating platform (the "Operating
Agreements"), under which the Gamesys Group provides platform
services and gaming content for the Jackpotjoy Business. The
Operating Agreements run until 2030 and there is a content
licensing agreement between the parties which runs for 10 years
after the platform services are terminated.
In addition to the initial purchase price paid by the Group as
consideration for the Acquisition, Intertain agreed to pay further
cash consideration pursuant to earn-outs based on the financial
performance of the Jackpotjoy Business in various periods during
the 5-year period following completion of the Acquisition (the
"Jackpotjoy Earn-Out Payments"). These Jackpotjoy Earn-Out
Payments comprised earn-out payments in relation to the Jackpotjoy
and Starspins brands, the Botemania brand and an additional
earn-out comprising performance-based milestone payments with the
final such payment falling due in June
2020 (the "Additional Earn-Out").
The period in which the earn-outs were payable in respect of the
Jackpotjoy Brands themselves, being the Jackpotjoy and Starspins
Earn-Out, the First Botemania Earn-Out, and the Second Botemania
Earn-Out (but not the Additional Earn-Out) formed the
"Jackpotjoy Earn-Out Period". The last remaining payment in
respect of the Jackpotjoy Earn-Out Period was the Second Botemania
Earn-Out, which was paid to the Gamesys Group on 18 June 2018,
and, as a result, the Jackpotjoy Earn-Out Period has ended.
As the Jackpotjoy Earn-Out Period has now ended, the Group has
complete discretion and ultimate power of decisions regarding the
overarching strategy to be adopted in relation to all branded sites
of the Jackpotjoy Business (the Gamesys Group retains complete
control in respect of the platform and the games of the Jackpotjoy
Business). Therefore, the Group now has strategic control over the
commercialisation of all its products and its strategy across the
whole of the Group.
10. FTSE eligibility and
qualification
The constituents of the FTSE UK Index Series, incorporating the
FTSE 100, FTSE 250 and FTSE SmallCap indices are reviewed on a
quarterly basis. It is anticipated that, subject to the Transfer
becoming effective and other conditions being met, the Company will
be considered for inclusion in the FTSE UK Index Series at its next
quarterly review.
11. Consents
Canaccord Genuity has given and has not withdrawn its written
consent to the inclusion of the reference to its name in the form
and context in which it is included in this Transfer
Announcement.
BDO LLP has given and has not withdrawn its written consent to
the inclusion of its reports in Sections A and D of this
Transfer Announcement, in the form and context in which they are
included.
12. Change of name
The Board has resolved that the Company will change its name to
JPJ Group plc effective on or around the date of this Transfer
Announcement. The Company will retain its existing ticker, SEDOL
and ISIN.
The change of name will not affect any shareholders' rights. No
new share certificates will be issued in respect of existing
ordinary shares held in certificated form. Shareholders should
retain their existing share certificates, which will remain
valid.
The name change has been approved by the Board, in accordance
with the Company's articles of association.
The information contained within this announcement is deemed
to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in
the public domain. The person responsible for arranging for the
release of this announcement on behalf of the Company is Dan
Talisman, Company Secretary.
About Jackpotjoy plc
Jackpotjoy plc is the parent company of an online gaming group
that provides entertainment to a global consumer base through its
subsidiaries. Jackpotjoy plc currently offers bingo and casino
games to its customers through its subsidiaries using the
Jackpotjoy (http://www.jackpotjoy.com), Starspins
(http://www.starspins.com), Botemania (http://www.botemania.es),
Vera&John (http://www.verajohn.com), Costa
(http://www.costabingo.com) and InterCasino
(http://www.intercasino.com) brands. For more information about
Jackpotjoy plc, please visit http://www.jackpotjoyplc.com .
IMPORTANT NOTICE:
The contents of this Transfer Announcement have been prepared by
and are the sole responsibility of the Company. The Company is not
offering any ordinary shares or other securities in connection with
the proposals described in this Transfer Announcement. This
Transfer Announcement does not constitute or form part of, and
should not be construed as, any offer for sale or subscription of,
or solicitation of any offer to buy or subscribe for, any
securities in the Company or securities in any other entity, in any
jurisdiction, nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract or investment decision whatsoever, in any
jurisdiction. This Transfer Announcement does not constitute a
recommendation regarding any securities.
This Transfer Announcement may include statements that are, or
may be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "anticipates", "targets", "aims",
"continues", "projects", "assumes", "expects", "intends", "may",
"will", "would" or "should", or in each case, their negative or
other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this Transfer Announcement
and include statements regarding the Company's intentions, beliefs
or current expectations concerning, among other things, the Group's
result of operations, financial condition, prospects, growth
strategies and the industries in which the Group operates. By their
nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements, including without limitation: conditions in the
markets, market position, the Company's earnings, financial
position, return on capital, anticipated investments and capital
expenditures, changing business or other market conditions and
general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the plans and
events described herein. Forward-looking statements contained in
this Transfer Announcement based on past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The contents of this
paragraph relating to forward-looking statements are not intended
to qualify the statement made as to the sufficiency of working
capital in this Transfer Announcement.
Subject to the Company's regulatory obligations, including under
the Listing Rules, the FCA's Disclosure Guidance and Transparency
Rules, Regulation (EU) No 596/2014 (the "Market Abuse
Regulation") and the Financial Services and Markets Act 2000
("FSMA"), neither the Company nor Canaccord Genuity Limited
undertakes any obligation to update publicly or revise any forward
looking-statement whether as a result of new information, future
events or otherwise. None of the statements made in this Transfer
Announcement in any way obviates the requirements of the Company to
comply with its regulatory obligations. The timetable to Transfer
set out in this Transfer Announcement is subject to change and
amendment. There can be no assurance that the Transfer will become
effective in the timeframe set out in this Transfer Announcement or
at all.
Save as expressly set out herein, the contents of the Company's
website do not form part of this Transfer Announcement.
Canaccord Genuity Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting for the Company and
for no one else in connection with the Transfer and will not be
responsible to any person other than the Company for providing the
protections afforded to clients of Canaccord Genuity Limited, nor
for providing advice in relation to the Transfer, the content of
this Transfer Announcement or any matter referred to in this
Transfer Announcement. Apart from the responsibilities and
liabilities, if any, which may be imposed on Canaccord Genuity
Limited by the FSMA or the regulatory regime established
thereunder, neither Canaccord Genuity Limited nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Canaccord Genuity Limited in
connection with this Transfer Announcement, any statement contained
herein or otherwise, nor makes any representation or warranty,
express or implied, in relation to, the contents of this Transfer
Announcement, including its accuracy, completeness or verification
or for any other statement purported to be made by Canaccord
Genuity Limited, or on behalf of Canaccord Genuity Limited in
connection with the Company or the Transfer. Canaccord Genuity
Limited accordingly disclaims to the fullest extent permitted by
law all and any responsibility or liability to any person who is
not a client of Canaccord Genuity Limited, whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise have in respect of this Transfer Announcement or any such
statement.
For the full text, please visit: https://mma.prnewswire.com/media/712189/Jackpotjoy_Notification_of_Transfer.pdf
Enquiries
For further information:
Jackpotjoy plc
Jason Holden
Director of Investor Relations
jason.holden@jpj.com
+44(0)203-907-4032
+44(0)7812-142118
Jackpotjoy Group
Amanda Brewer
Vice President of Corporate Communications
amanda.brewer@jpj.com
+1(0)416-720-8150
Canaccord Genuity Limited
Antony Isaacs
Emma Gabriel
Richard Andrews
T: 0207-523-8000
Finsbury
+44(0)207-251-3801
jackpotjoy@finsbury.com