NYX Gaming Group Limited Comment on William Hill’s Notice to Convert

LAS VEGAS, Nov. 8, 2017 /CNW/ - The Board of Directors of NYX Gaming Group Limited (TSXV: NYX) ("NYX") has received a notice ("Notice") from William Hill Steeplechase Limited ("William Hill") requesting that its convertible preference shares be converted into ordinary shares of NYX not later than December 4, 2017, to enable William Hill to vote in connection with the proposed acquisition ("Acquisition") of NYX by Scientific Games Corporation ("Scientific Games") "in order to protect the rights and interests of William Hill."

William Hill has been in negotiations with Scientific Games with respect to a potential commercial arrangement following the Acquisition, and has previously stated that William Hill requires terms, including rights to a copy of NYX source code and certain anti-competitive arrangements in US jurisdictions, among other demands, in exchange for voting in support of the Acquisition. William Hill indicated that if Scientific Games does not reach a commercial arrangement, it "will vote against and therefore effectively block" the Acquisition. Prior to receiving the Notice, William Hill indicated that it would make public statements to the effect that "William Hill has concerns" with the Acquisition and "is considering its options" including acquiring further NYX ordinary shares or converting its convertible preference shares to vote in connection with the Acquisition.
 
No agreement has yet been reached between William Hill and Scientific Games. The Acquisition offers NYX's shareholders C$2.40 per ordinary share of NYX, in cash, which represents a 112% premium to the closing price of NYX's ordinary shares on the day prior to the Acquisition's announcement.  Subject to the terms of the convertible preference shares, as of November 6, 2017, William Hill would be entitled to elect to convert such shares into ordinary shares of NYX at an approximate conversion price equivalent to approximately C$3.67 per share, which represents a loss of approximately C$49.7 million to William Hill immediately upon such conversion.
 
If such convertible preference shares are converted, William Hill would own an additional 40,723,339 ordinary shares, and when combined with their existing ordinary shares, would represent approx. 31.9% of the outstanding ordinary shares of NYX as of November 6, 2017, based on publicly available information.  Any conversion of these shares is subject to applicable law, including any statute, regulation, and any direction, policy, requirement, rule or order that is given by a regulatory authority in the relevant jurisdictions within which NYX operates.
 

NYX's Board is consulting its financial and legal advisors, and will continue to act in the best interests of all of its shareholders. NYX is closely following the negotiations between Scientific Games and William Hill, but is focused on closing the Acquisition.

Based on certain regulatory and licensing restrictions, NYX's Board cannot convert the preference shares at this time. NYX is considering all options available to it, including whether William Hill's conduct could have any impact on NYX's gaming licenses (and therefore whether William Hill is suitable to hold NYX ordinary shares), and bringing appropriate legal action or actions against William Hill to protect NYX shareholders.

The NYX Board also reaffirms its unanimous determination that the terms of the Acquisition are fair and reasonable and are in the best interests of NYX and its shareholders and its unanimous recommendation that NYX shareholders vote in favor of the Acquisition.

The shareholder meeting is scheduled to be held in Las Vegas on December 11, 2017 and the record date for voting is December 7, 2017 (5:00 p.m. Pacific time).

Your vote is important. The information circular and form of proxies will be mailed shortly. Upon receipt, if you have any questions about any of the information or require assistance in completing your forms of proxy or voting instruction forms, as the case  may be, please contact our information and proxy solicitation agent, D.F. King, toll free in North America at 1-800-761-6707 (1-212-771-1133 by collect call) or by email at inquiries@dfking.com.  

Forward-Looking Statements  

This press release includes "forward-looking statements" and "forward-looking information" (collectively "forward looking statements") within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as "may," "will," "estimate," "intend," "plan," "continue," "believe," "expect," "anticipate," "estimate," "should," "could," "potential," "opportunity," or similar terminology. These statements are based upon management's current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance. Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of management's expectations, beliefs, assumptions, estimates and goals regarding the proposed transaction are forward-looking statements. It is uncertain whether any of the events or results anticipated by the forward-looking statements (including consummation of the proposed transaction) will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of Scientific Games' stock. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: uncertainties as to the timing of the consummation of the proposed transaction and the ability of the parties to consummate the proposed transaction; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the approval of NYX's shareholders and the approval of the Royal Court of Guernsey; the ability to obtain required regulatory and gaming approvals at all or in a timely manner; the ability to obtain the debt financing necessary to consummate the proposed transaction; potential litigation related to the proposed transaction; disruption of NYX's current plans and operations as a result of the proposed transaction; the ability of NYX to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Scientific Games to successfully integrate NYX's operations, product lines and technology; the diversion of management's attention from Scientific Games' and NYX's ongoing business operations; and the other risks, uncertainties and important factors contained and identified (including under the heading "Risk Factors") in NYX's filings with Canadian securities regulators, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof and NYX undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. NYX is responsible for the information in this press release concerning NYX. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving NYX and Scientific Games. NYX intends to file with Canadian securities regulators via SEDAR (www.sedar.com) a management information circular and certain related materials in connection with the proposed transaction with Scientific Games. The information circular will be sent or given to the shareholders of NYX and will contain important information about the proposed transaction and related matters. NYX GAMING GROUP'S SECURITY HOLDERS ARE URGED TO READ THE INFORMATION CIRCULAR REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

In addition, security holders of NYX will be able to obtain free copies of the information circular from NYX by contacting Dennis Fong, NYX's Investor Relations representative, by phone at (647) 797-3376 or email at investor.relations@nyxgg.com.

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.

SOURCE NYX Gaming Group Limited

For further information: Company Contacts: Investor Relations: Dennis Fong, +1 416-283-9930, Investor Relations, investor.relations@nyxgg.com; Media Relations: NYX: Huw Thomas, +1 702-816-0415, Group Chief Strategy and Marketing Officer, huw.thomas@nyxgg.co

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