MONTREAL, July 30, 2014 /CNW/ - Amaya Gaming Group Inc. ("Amaya" or the "Corporation") (TSX: AYA), an entertainment solutions provider for the regulated
gaming industry, is pleased to announce that Amaya's shareholders ("Shareholders") today approved all resolutions considered at today's annual and
special meeting of Shareholders (the "Meeting"), as proposed in the Corporation's Notice of 2014 Annual and Special
Meeting of Shareholders and Management Information Circular.
Notably, Amaya's Shareholders approved all resolutions related to
aspects of the financing (the "Transaction Financing") for the Corporation's proposed acquisition of Oldford Group Limited,
the parent company of Rational Group Ltd., which is the owner and
operator of the PokerStars and Full Tilt brands (the "Proposed Transaction").
"On behalf of the Board of Directors, I wish to extend my appreciation
to Shareholders for their overwhelming support of the acquisition of
Rational Group," said Amaya's Chairman and CEO David Baazov.
Amaya has now obtained all necessary shareholder and regulatory consents
for the Proposed Transaction. Amaya and Oldford Group will now move
expeditiously towards completion of the Proposed Transaction.
Resolutions approved by Shareholders present or represented by proxy at
the Meeting were as follows:
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All candidates proposed as directors were duly elected to the Board of
Directors of the Corporation (the "Board") by a majority of the votes cast by Shareholders present or
represented by proxy at the Meeting as follows:
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| For |
| Withheld |
Name |
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Number
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%
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Number
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%
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David Baazov
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43,607,274
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99.99%
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3,000
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0.01%
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Daniel Sebag
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40,168,178
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92.11%
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3,442,096
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7.89%
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Gen. Wesley Clark
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39,446,748
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90.45%
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4,163,526
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9.55%
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Divyesh (David) Gadhia
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39,462,620
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90.49%
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4,147,654
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9.51%
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Harlan Goodson
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39,462,520
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90.49%
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4,147,754
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9.51%
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Dr. Aubrey Zidenberg
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43,610,174
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100.00%
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100
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0.00%
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David Baazov, Daniel Sebag, Gen. Wesley Clark, Divyesh (David) Gadhia,
and Harlan Goodson were re-elected to the Board. Dr. Aubrey Zidenberg,
who was previously an advisor to Amaya's Board, is a newly elected
Director of the Board.
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The re-appointment of Richter S.E.N.C.R.L./L.L.P. as Auditors of the
Corporation for the ensuing year and authorizing the Directors to fix
their remuneration.
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A special resolution authorizing an amendment to the articles of the
Corporation (the "Articles") to change the name of the Corporation to "Amaya Inc.". The change to
Amaya Inc. has been made for reasons of simplicity and to reflect the
actual name by which the Corporation is routinely identified by the
greater public.
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A special resolution authorizing an amendment to the Articles to add
certain provisions intended to facilitate compliance by the Corporation
with applicable gaming regulations.
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A special resolution authorizing an amendment to the Articles to provide
for the appointment, from time to time, by the Board of additional
directors to a maximum of one third of the number of directors elected
at the previous annual meeting of Shareholders.
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A special resolution approving and ratifying the new general by-laws of
the Corporation as proposed to take into account the coming into force
of the Business Corporations Act (Québec).
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An ordinary resolution approving amendments to the Stock Option Plan of
Amaya which will become a "10% rolling" stock option plan under which a
maximum of 10% of the issued and outstanding common shares of the
Corporation may be issued upon exercise of options granted under the
plan.
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An ordinary resolution approving the issuance by the Corporation of
Warrants, 11 million of which are to be issued to certain funds or
accounts managed or advised by GSO Capital Partners LP or its
affiliates (collectively and together with GSO Capital Partners LP, "GSO") and 1.75 million of which are to be issued to certain funds or
accounts managed or advised by BlackRock Financial Management, Inc. or
its affiliates, each with an exercise price of $0.01 and exercisable
for a term of 10 years from the date of issuance.
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A special resolution authorizing an amendment to the Articles to create
a new class of convertible preferred shares (the "Preferred Shares").
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An ordinary resolution approving the issuance of the Preferred Shares
detailed in the Management Information Circular dated June 30, 2014 at
closing of the Proposed Transaction.
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An ordinary resolution approving certain terms of the Preferred Shares,
particularly in connection with adjustments to the initial conversion
price of the Preferred Shares of $24 per Amaya common share (the
"Initial Conversion Price").
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An ordinary resolution approving the value at which each of the Initial
Conversion Price and the price at which common shares are to be issued
to GSO on a private-placement basis at closing of the Proposed
Transaction (collectively, the "Protected Prices") have been set, which
Protected Prices may be equal to, at the time of the grant or issuance,
as the case may be, less than the market price of the Common Shares
less the maximum discount permitted under the TSX Company Manual.
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An ordinary resolution to approve and ratify an Advance Notice By-Law
which, among other things, sets a deadline by which Shareholders must
submit a notice of director nominations to the Corporation prior to any
annual or special meeting of Shareholders where directors are to be
elected and furthermore sets forth the information that a Shareholder
must include in the notice for it to be valid. The Advance Notice
By-law is similar to the advance notice by-laws adopted by many other
Canadian public companies and will help to ensure that all Shareholders
receive adequate notice of the nominations to be considered at a
meeting and can thereby exercise their voting rights in an informed
manner. Under the Advance Notice By-Law, advance notice of nominations
must be given to the Corporation:
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a)
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In the case of an annual meeting of Shareholders, no less than 30 nor
more than 65 days prior to the date of the annual meeting provided,
however, that in the event that the annual meeting is to be held on a
date that is less than 50 days after the date on which the first public
announcement of the date of the annual meeting was made, notice may be
given no later than the close of business on the 10th day following
such public announcement.
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b)
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In the case of a special meeting of Shareholders (which is not also an
annual meeting), no later than the close of business on the 15th day
following the day on which the first public announcement of the date of
the special meeting was made.
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The resolutions were described in more detail in the Corporation's
Management Information Circular dated June 30, 2014, which is filed on
SEDAR.
ABOUT AMAYA
Amaya provides a full suite of gaming products and services including
casino, poker, sportsbook, platform, lotteries and slot machines. Some
of the world's largest gaming operators and casinos are powered by
Amaya's online, mobile, and land-based products. Amaya is present in
all major gaming markets in the world with offices in North America,
Latin America and Europe. For more information please visit www.amayagaming.com.
ABOUT THE RATIONAL GROUP
The Rational Group operates gaming and related businesses and brands
including PokerStars, Full Tilt Poker, the European Poker Tour,
PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia
Pacific Poker Tour. These brands collectively form the largest poker
business in the world, comprising online poker games and tournaments,
live poker competitions and poker programming created for television
and online audiences. In addition to operating two of the largest
online poker sites where it has dealt more than 100 billion poker hands
and held over 800 million online tournaments, the group is the largest
producer of live poker events around the world.
Rational Group's businesses are among the most respected in the industry
for delivering high-quality player experiences, unrivalled customer
service, and innovative software. The Group employs industry-leading
practices in payment security, game integrity, and player fund
protection, offering customer support in 29 languages. The Rational
Group holds more online poker licenses than any other e-gaming company,
and works closely with regulators around the world to help establish
sensible global regulation.
DISCLAIMERS
This News Release for Amaya contains forward-looking statements about
the proposed acquisition by Amaya of all of the equity securities of
Oldford Group. Forward-looking statements are typically identified by
words such as "expect", "anticipate", "believe", "foresee", "project",
"could", "estimate", "goal", "intend", "plan", "seek", "strive",
"will", "may" and "should" and similar expressions. Forward-looking
statements reflect current estimates, beliefs and assumptions, which
are based on Amaya's perception of historical trends, current
conditions and expected future developments, as well as other factors
management believes are appropriate in the circumstances. Amaya's
estimates, beliefs and assumptions are inherently subject to
significant business, economic, competitive and other uncertainties and
contingencies regarding future events and as such, are subject to
change. Amaya can give no assurance that such estimates, beliefs and
assumptions will prove to be correct. There can be no assurance that
the proposed Transaction will occur. Readers are cautioned not to place
undue reliance on these forward-looking statements, which reflect
Amaya's expectations only as of the date of this News Release. Amaya
disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.
SOURCE Amaya Gaming Group Inc.
<p> </p> <p> <b>AMAYA CONTACT: </b><br/> Tim Foran<br/> Director, Investor Relations<br/> +1.416.545.1325<br/> <a href="mailto:ir@amayagaming.com">ir@amayagaming.com</a> </p>