May 18, 2016: NYX Gaming Group Limited ("NYX" or the "Company")(TSX-V: NYX) is pleased to announce today that in respect of the Company’s previously announced offering (the “Offering”) of 38,713,636 subscription receipts of the Company (the “Subscription Receipts”) and $10.0 million unsecured convertible debenture (the “Convertible Debenture”), the Company has delivered today an escrow release notice (the “Escrow Release Notice”) to TMX Equity Transfer and Trust Company (the “Subscription Receipt Agent”) pursuant to the terms of the subscription receipt agreement entered into between the Company, the Subscription Receipt Agent, Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. on April 26, 2016 as all conditions precedent (other than funding) to the completion of the acquisition of 100% of the issued and outstanding shares of OB Topco Limited (“OpenBet”) from funds managed by OpenBet’s largest existing shareholder and certain other shareholders of OpenBet (the “OpenBet Acquisition”) have been satisfied. The OpenBet Acquisition is scheduled to close on or about May 20, 2016.
With the delivery of the Escrow Release Notice today, the escrowed funds held by the Subscription Receipt Agent are being released from escrow today, in order to allow the Company to undertake a foreign exchange currency conversion prior to the Company making the final purchase price payment to the vendors of OpenBet, and each Subscription Receipt will automatically convert into one special warrant of the Company (a “Special Warrant”), and the principal amount of the Convertible Debenture will automatically convert into an aggregate of 3,636,364 Special Warrants, without payment of additional consideration or further action on the part of the holder. Matt Davey, Chief Executive Officer of the Company, subscribed for 699,253 Subscription Receipts under the Offering and Art Hamilton, Chief Financial Officer of the Company, subscribed for 9,090 Subscription Receipts under the Offering.
The Company also entered into a supplemental indenture (the “Supplemental Indenture”) implementing the previously announced amendments to the Company’s 9.0% Senior Secured Debentures due June 30, 2020 (the “Existing Debentures”). The Supplemental Indenture is now operative and is binding on the holders of the Existing Debentures and the two new series of unlisted debentures now authorized under the Supplemental Indenture. The previously disclosed amendments to the maturity date and interest rate of the Existing Debentures will take effect on June 30, 2016 and on and after such date, the Existing Debentures will be designated as 10.0% Senior Secured Series A Debentures due December 31, 2019 (the “Series A Debentures”).
In consideration for the consent of certain holders of the Existing Debentures to effect the foregoing amendments, the Company has agreed to issue the following securities to each holder of the Existing Debentures (each a “Holder”) as of June 29, 2016 (the “Record Date”) on June 30, 2016:
The Company would also like to announce that Mr. James Lanthier has resigned as chairman and member of the board of directors of the Company (the “Board”) effective May 11, 2016. Mr. Lanthier has been a valuable member of the Board and the Company thanks Mr. Lanthier for his valued contributions to the Company. Mr. Craig Billings, a current director of the Company, will serve as interim chairman.
About NYX Gaming Group Limited
NYX Gaming Group Limited is a premier digital gaming supplier headquartered in Las Vegas, USA with a staff of more than 445 employees based in 8 countries across Europe, North America and Australia. The Company provides one of the world’s largest portfolios of leading content and technology to some of the foremost gaming operators, lotteries and casinos across the globe. NYX also has one of the broadest distribution bases in the industry with over 170 unique customers and a collective game catalogue of over 650 games. The market leading game catalogue includes slots, table games, scratch cards, lottery, bingo and poker available across web and mobile formats.
NYX Gaming Group Limited is listed on the TSX Venture Exchange under the symbol (TSXV: NYX).
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Certain statements included herein, including those that express management’s expectations or estimates of NYX’s future performance, constitute “forward-looking statements” within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “potential” or the negative of these terms or other similar expressions. Forward-looking statements in this press release include, but are not limited to, statements with respect to accretive earnings, anticipated revenue and cost synergies associated with the acquisition of OpenBet. In particular, there can be no assurances that the Transaction will be completed or that any financing alternatives that may be available to the Company to fund the Transaction will be realized on terms satisfactory to the Company, if at all. Forward looking statements are based on certain assumptions regarding the OpenBet’s expected growth, results of operations, performance, industry trends and growth opportunities.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual results to differ materially from those expressed or implied in such statements. Investors are cautioned not to put undue reliance on forward looking statements. Applicable risks and uncertainties include, but are not limited to: credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates, the impact of government regulation on the on-line gaming industry and the risk that such regulation is subject to change, competition from other providers of online gaming services, the possibility that the Company will be unable to successfully integrate OpenBet’s business as described herein, the risks associated with international and foreign operations, the impact of consolidations in the online gaming industry and the other risks identified under the heading “Risk Factors” in the Company’s final long form prospectus dated December 18, 2014, and final short from prospectus dated July 9, 2015, each as filed on SEDAR at www.sedar.com, and in other filings that NYX may make with applicable securities authorities in the future. The forward-looking statements contained herein reflect NYX’s current views with respect to future events, and except as required by law, NYX does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events, or otherwise. Any forward-looking statements or facts (including financial information) related to OpenBet’s business discussed or disclosed herein are derived from information obtained from OpenBet and publicly available sources and has not been independently verified by the Company.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
In this press release, the Company uses the terms “EBITDA”, “accretive” and “free-cash-flow”. These terms do not have a standardized meaning in accordance with International Financial Reporting Standards (“IFRS”) and, are therefore, unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of NYX’s operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of financial information reported under IFRS. NYX believes that non-IFRS measures are important supplemental measures of operating performance because they eliminate items that have less bearing on operating performance and thus highlight trends in core business that may not otherwise be apparent when relying solely on IFRS measures.
EBITDA, as used in this press release, represents net earnings before financing expenses, taxes, and amortization. The most comparable IFRS measure to EBITDA is revenue.