MONTREAL, QUEBEC–(Marketwired – May 19, 2016) – Amaya Inc. (“Amaya“) today reported its direct and indirect holdings in NYX Gaming Group Limited (“NYX“), as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (the “EWR“). Unless otherwise noted, all “$” amounts stated herein are in Canadian dollars.
On May 18, 2016, as a result of the automatic conversion of certain subscription receipts of NYX and a $10 million unsecured convertible debenture purchased by Amaya from NYX in connection with NYX’s proposed acquisition of OB Topco Limited (“OpenBet“), Amaya acquired 5,454,546 special warrants of NYX (the “Special Warrants“), which are exercisable into 5,454,546 Ordinary Shares and 1,363,636 Ordinary Share purchase warrants (which are exercisable into the same number of Ordinary Shares for a period of three years and at an exercise price of $3.50). Amaya did not hold any Special Warrants prior to the automatic conversion, but now holds approximately 13% of the issued and outstanding Special Warrants. As disclosed by NYX, the Special Warrants are exercisable by the holder thereof at any time, subject to each Special Warrant being automatically exercised without any action on the part of the holder upon the earlier of (i) the third business day following the issuance of a final receipt for a prospectus qualifying the issuance of the Ordinary Shares and warrants underlying the Special Warrants, and (ii) the date that is four months and one day from April 26, 2016.
As previously disclosed, Amaya also beneficially owns (i) 163,170 ordinary shares of NYX (“Ordinary Shares“), (ii) convertible debentures of NYX in the aggregate principal amount of $9 million and bearing interest at 6% per annum (the “2014 Debentures“) and convertible at any time into 2,808,454 Ordinary Shares, with the accrued interest also being payable in Ordinary Shares, (iii) 40,000 preferred shares (the “Preferred Shares“) of NYX Digital Gaming (Canada) ULC, a wholly owned subsidiary of NYX, representing 100% of the issued and outstanding Preferred Shares, issued on July 31, 2015 and, following amendments thereto announced by NYX in January 2016, exchangeable at the option of Amaya following the first anniversary of their issuance upon 35 days’ written notice into 8,487,200 Ordinary Shares (subject to adjustment every six months at a rate of 3.0% for so long as the Preferred Shares are outstanding).
Assuming (i) the conversion of the Special Warrants held by Amaya and the exercise of the Ordinary Share purchase warrants underlying those Special Warrants (in each case on a partially diluted basis) and (ii) the conversion of the principal amount of the 2014 Debentures and all interest accrued thereon on the date hereof, on the basis of 50,683,393 Ordinary Shares issued and outstanding (as disclosed in NYX’s annual information form filed on May 6, 2016), Amaya would have beneficial ownership of and control or direction over approximately 16.55% of NYX’s issued and outstanding Ordinary Shares.
Amaya holds the securities of NYX for investment purposes. Amaya may, depending on market and other conditions and subject to applicable securities laws, change its beneficial ownership of (or control or direction over) the Ordinary Shares, 2014 Debentures, Preferred Shares, Special Warrants or any other securities of NYX or its affiliates, whether in the open market, by privately negotiated agreements, or otherwise.
| Amaya Inc. |
| 7600 TransCanada Hwy |
| Pointe-Claire, Quebec H9R 1C8 |
For investor relations and further information regarding the EWR, including a copy of the same (which will be filed on SEDAR at www.sedar.com), please contact: Tim Foran, Tel: +1.416.545.1325, ir@amaya.com.
| The address of the head office of NYX Gaming Group Limited is: |
| Roseneath the Grange |
| Channel Islands, St. Peter Port |
| GY13SJ |
+1.416.545.1325
ir@amaya.com