JPJ Group PLC Announces Publication of Prospectus - 27/06/2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. 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 JPJ GROUP PLC NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

LONDON, UK / ACCESSWIRE / June 27, 2019 / JPJ Group plc ("JPJ" or the "Company") (LSE: JPJ), a leading global online bingo-led operator, announced on 13 June 2019 that it had entered into a conditional agreement to acquire the business of Gamesys (Holdings) Limited ("Gamesys"), excluding sports brands and games, for a mixture of cash and new JPJ shares (the "Acquisition").

The Company announces that following approval by the FCA today, a combined shareholder circular and prospectus (the "Combined Circular and Prospectus") containing further information on the Acquisition, a notice convening a general meeting (the "General Meeting"), and details in respect of the new shares in the Company to be issued as a result of the Acquisition, has today been published and will be sent to JPJ shareholders shortly.

The Combined Circular and Prospectus is available on the Company's website at www.jpjgroup.com/investors. A copy of the Combined Circular and Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM and will be filed on under the Company's profile on SEDAR at www.sedar.com.

The General Meeting will be held at 2:00 p.m. on 31 July 2019 at The May Fair, Stratton Street, London W1J 8LT to allow JPJ shareholders to vote on the resolutions required to approve and implement the Acquisition (the "JPJ Shareholder Resolutions"). JPJ Shareholders should carefully read the Combined Circular and Prospectus in its entirety before making a decision.

Completion of the Acquisition is expected to take place in Q3 2019, subject to the approval of JPJ shareholders at the General Meeting, customary conditions (including customary regulatory conditions) and the completion of an internal reorganisation of the Gamesys group. It is proposed that the enlarged group resulting from the Acquisition will be renamed Gamesys Group plc on Completion and is expected thereafter to trade under the ticker of "GYS".

The board of directors of JPJ (the "JPJ Board") considers the terms of the Acquisition and the JPJ Shareholder Resolutions to be in the best interests of JPJ and the JPJ shareholders as a whole. Accordingly, the JPJ Board recommends that JPJ shareholders vote in favour of the JPJ Shareholder Resolutions to be put to the General Meeting. As at the date of this announcement, the JPJ Directors and HG Vora, in respect of all of their holdings of JPJ Shares, and certain other JPJ Shareholders, representing in aggregate 14% of the issued share capital of JPJ, have irrevocably undertaken to vote in favour of the JPJ Shareholder Resolutions at the General Meeting.

Any defined terms in this announcement shall have the same meaning as in the Combined Circular and Prospectus.

About JPJ Group plc

JPJ Group plc is the parent company of an online gaming group that provides entertainment to a global consumer base through its subsidiaries. JPJ Group plc currently offers bingo and casino games to its customers through its subsidiaries using the Jackpotjoy (www.jackpotjoy.com), Starspins (www.starspins.com), Botemania (www.botemania.es), Vera&John (www.verajohn.com), and InterCasino (www.intercasino.com) brands. For more information about JPJ Group plc, please visit www.jpjgroup.com.

Enquiries

Important notices

This Announcement is not a prospectus and has been prepared solely for the Acquisition. A copy of the Company's shareholder circular and prospectus in relation to the Acquisition is available from the registered office of the Company, on the Company's website at ww.jpjgroup.com/investors and under the Company's profile on SEDAR at www.sedar.com.

This Announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, Japan, Jersey or South Africa. Persons needing advice should consult an independent financial adviser.

This Announcement has been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The distribution of this Announcement in certain jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.

This Announcement contains forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "expects", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. All matters that are not historical facts and involve predictions, including those statements with respect to the completion of the Acquisition are forward-looking statements.

Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements in this Announcement. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties factors and assumptions relating to the Company and Gamesys. Factors which may cause future outcomes to differ from those provided in forward-looking statements include, but are not limited to: general economic and business conditions; demand for the Company's and/or Gamesys' products and services; competitive factors in the industries in which the Company and Gamesys operate; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations affecting the Company's intellectual property rights and internet communications; impact of technological change; that all necessary third party, regulatory, stock exchange, shareholder and other consents and approvals will be received in connection with the Acquisition on the timelines anticipated or at all, that all other conditions to closing, including completion of the Gamesys group's corporate reorganisation, will be satisfied in the manner and on the timelines anticipated; the Company's and Gamesys' ability to secure, maintain and comply with all requirements to carry out business in the jurisdictions in which they currently operate or intend to operate; governmental and regulatory actions; general business, economic and market conditions; competition; expected growth of the online gaming market; the Company's Gamesys' existing businesses and potential new market opportunities; anticipated and unanticipated costs; protection of the Company's and the Gamesys' intellectual property rights.

Many of these risks and uncertainties relate to factors that are beyond the Company's and/or Gamesys' ability to control or estimate precisely, such as future market conditions, the repercussions of the UK leaving the European Union, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's and Gamesys' ability to continue to obtain financing to meet their liquidity needs, changes in the political, social and regulatory framework in which the Company and Gamesys operate or in economic or technological trends or conditions, the lack of available or qualified personnel or management, stock market volatility, taxation policies, changes in regulation, foreign operations, as well as the other factors described in the Company's past regulatory disclosures.

Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Forward-looking statements speak only as of the date of such statements and cannot be relied upon as a guide to future performance. Except as required by applicable law, the Company does not undertake to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The shares referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, into or within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

SOURCE: JPJ Group plc