Item 7.01. Regulation FD Disclosure
On March 24, 2021, Bally's Corporation ("Bally's" or the "Company") issued an
announcement (the "Rule 2.4 Announcement") pursuant to Rule 2.4 of the United
Kingdom City Code on Takeovers and Mergers (the "UK Code") disclosing that it
had reached an agreement in principle on key terms of a possible combination of
Bally's and Gamesys Group plc ("Gamesys") pursuant to which Bally's would
acquire the entire issued and to be issued ordinary share capital of Gamesys
(the "Possible Combination"). The Possible Combination would be implemented by
means of a court-sanctioned scheme of arrangement under Part 26 of the UK
Companies Act 2006.
Under the terms of the Possible Combination, Gamesys shareholders would be
entitled to receive 1,850 pence in cash for each share of Gamesys or, under a
share alternative, Gamesys shareholders would be able to elect to receive newly
issued common shares of Bally's in lieu of part or all of the cash consideration
to which they would be entitled to elect to receive under the Possible
Combination at an exchange ratio of 0.343 new Bally's common shares for each
Gamesys share (the "Share Alternative"). As of March 23, 2021, Gamesys had
109,440,630 total shares outstanding and 2,560,583 shares under Gamesys' equity
plans. Gamesys shareholders representing 24.5% of Gamesys' outstanding stock
have indicated their intention to commit to elect for the Share Alternative.
Pursuant to the UK Code, Bally's has until April 21, 2021, subject to extension,
to either announce a firm intention to make an offer for Gamesys in accordance
with Rule 2.7 of the UK Code or announce that it does not intend to make an
offer. The Rule 2.4 Announcement is not a binding offer for Gamesys and there is
no assurance that a binding agreement will be reached.
Gamesys is listed on the premium listing segment of the Main Market of the
London Stock Exchange under the ticker symbol "GYS" and is the parent company of
an online gaming group that provides entertainment to a global consumer base.
Through its subsidiaries, Gamesys currently offers bingo and casino games to its
players using brands which include Jackpotjoy, Virgin Games, Botemania,
Vera&John, Heart Bingo, Megaways, Rainbow Riches Casino and Monopoly Casino, and
focuses on building its diverse portfolio of distinctive and recognizable brands
that deliver best-in-class player experience and gaming content. Gamesys
reported annual revenue of £727.7 million and £415.1 million for the years
ending December 31, 2020 and 2019, respectively, and EBITDA of £197.5 million
and £96.9 million for the same periods respectively. The combined group would
continue to be headquartered in Rhode Island.
A copy of the Rule 2.4 Announcement is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including the
exhibit furnished herewith, shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise incorporated
by reference in any filing pursuant to the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except as shall be expressly
set forth by specific reference in such a filing. The furnishing of the
information in this report, including the exhibit furnished herewith, is not
intended to, and does not, constitute a determination or admission as to the
materiality or completeness of such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Rule 2.4 Announcement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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