ANNOUNCES THE OUTCOME OF THE OFFER TO THE SHAREHOLDERS OF GLOBAL GAMING
Sigtuna on November 3, 2020
On September 21, 2020, Enlabs AB (“Enlabs”) announced a mandatory public offer to the shareholders of Global Gaming 555 AB (“Global Gaming”) regarding all shares in Global Gaming. At the end of the acceptance period on November 2, 2020, Enlabs’ ownership in Global Gaming amounted to approximately 95.8 per cent. Enlabs thus completes the Offer and has decided not to extend the acceptance period.
Outcome of the Offer
The acceptance period for the Offer has ended and Enlabs has decided not to extend the acceptance period. The aggregation of acceptances has now been completed and as of November 2, 2020, which was the last day of the acceptance period for the Offer, the Offer had been accepted by shareholders in Global Gaming corresponding to a total holding of 10,659,142 shares, corresponding to approximately 26.1 per cent of the total number of shares and votes in Global Gaming.
Enlabs declared the Offer unconditional on October 8, 2020. All conditions for the Offer have been met and Enlabs will thus complete the Offer and acquire the shares submitted in the Offer.
At the time of the announcement of the Offer, Enlabs ownership in Global Gaming amounted to 27,266,114 shares. During the acceptance period, Enlabs has also acquired 1,216,469 shares in Global Gaming outside the Offer, corresponding to approximately 3.0 per cent of the total amount of shares and votes in Global Gaming. No such acquisitions have been made at a consideration that exceeds the consideration in the Offer.
In total, Enlabs thus holds a total of 39,141,725 shares in Global Gaming, corresponding to approximately 95.8 per cent of the total number of shares and votes in Global Gaming. Enlabs does not hold any other financial instruments that gives Enlabs a financial exposure corresponding to a holding of shares in Global Gaming.
Of the shareholders in Global Gaming who have accepted the Offer, the distribution between the various consideration alternatives has been as follows: (i) approximately 48.3 per cent have chosen the share consideration, (ii) approximately 38.3 per cent have chosen the cash consideration and (iii) approximately 13.5 per cent have chosen a combination corresponding to 50 per cent as cash consideration and 50 per cent as share consideration.
As a consequence of the outcome of the Offer and acquisition of shares outside the Offer, Enlabs will issue 2,542,431 new shares, thereby the number of shares in Enlabs will increase from 67,371,310 shares to 69,913,741 shares, which corresponds to a dilution effect of approximately 3.6 per cent of the number of shares and votes in Enlabs.
The cash consideration that will be paid to shareholders in Global Gaming who have chosen this in the Offer will amount to in total approximately SEK 52.8m. Enlabs will use own cash funds for the payment, and not use any credit facility.
To the shareholders who have accepted the Offer during the acceptance period, payment of the cash consideration is expected to begin around November 9, 2020 and payment of the share consideration is expected to begin around December 1, 2020.
Enlabs intends to request compulsory redemption in accordance with the rules in the Swedish Companies Act in order to acquire the remaining outstanding shares in Global Gaming and promote a delisting of Global Gaming’s shares from Nasdaq First North Growth Market Stockholm.
Information about the Offer
Information about the Offer is available on www.enlabs.com.
For more information, please contact:
Peter Åström, Board member of Enlabs, tel: +46707562747, or e-mail: [email protected]
George Ustinov, CEO and Group president of Enlabs, tel: +371 29424175, or e-mail: [email protected]
The Offer, in accordance with the terms and conditions stated in this press release, is not directed to persons whose participation in the Offer requires that additional offer documents or prospectuses be prepared or registration to take place or that any other action is taken in addition to what is required by Swedish laws and regulations.
This press release and other documentation relating to the Offer will not be distributed and may not be posted or otherwise distributed or sent within or into any country where distribution or the Offer would require any such further action to be taken or where it would be contrary to laws or regulations in that country – Enlabs will not allow or approve any such action. Any attempt to accept the Offer as a result of these restrictions being directly or indirectly violated may be disregarded.
The Offer is not and will not be submitted, either directly or indirectly, within or into, by post or any other means of communication or aids, whether of an intergovernmental nature or for foreign trade or by means of national stock exchanges, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States. This includes but is not limited to e-mail, telex, telephone and internet or other forms of electronic transmission. The Offer may not be accepted and shares may not be transferred in the Offer in any way or by any means of communication or aid within or from Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States or by persons located in, or are residing in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States. Consequently, this press release or other documentation regarding the Offer will not be posted, otherwise transmitted, distributed, forwarded or sent to or within Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States or to any person who is from or in, or resides in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States.
Any attempt to transfer shares in the Offer that directly or indirectly results from a violation of these restrictions is void and any attempt to transfer shares by a person located in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States or by agents, trustees or other intermediaries acting on a non-discretionary basis for a principal providing instructions within or from Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States is invalid and will not be accepted. Any person who holds shares and who participates in the Offer will certify that they are not from, are in or participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States, and that they are not acting on a non-discretionary basis on behalf of a principal who is from, is in or gives an order to participate in the Offer from Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States. Enlabs will not provide any consideration under the Offer to Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States.
This press release is not, and may not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States. Banks, stockbrokers, brokers and other institutions holding nominee-registered shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, South Africa or the United States may not pass on this press release, or other documents related to the Offer, to such persons.
Information in this press release relating to future conditions or circumstances, including information on future results, growth and other forecasts as well as on the benefits of the Offer, constitutes future-oriented information. Such information can usually, but not always, be identified through the use of words such as "assessed", "expected" or "believed", or similar expressions.
Future-oriented information is inherently associated with risk and uncertainty, as it refers to conditions that are dependent on circumstances that may occur in the future. Due to a number of factors, several of which are beyond Enlabs’ control, there are no guarantees that actual results will not deviate significantly from the results stated or implied in the forward-looking information. All such forward-looking information is valid only as of the date it was provided and Enlabs has no obligation (and assumes no such obligation) to update or revise it, whether as a result of new information, future events or other circumstances, except as required by applicable law and other regulations.
This disclosure contains information that ENLABS is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 03-11-2020 19:45 CET.
ENLABS stands for Entertainment Laboratories. Enlabs is a company that creates entertainment through innovative thinking within iGaming. The corporate group has offices in Tallinn, Riga, Vilnius, Malta, Marbella, Minsk and Stockholm. The operating subsidiaries hold national licenses for their operations and the Group employs approximately 300 employees. Enlabs AB (NLAB) is listed at Nasdaq First North Growth Market with Redeye AB as Certified Adviser: [email protected], +46 (0)8 121 576 90.
For more information, visit enlabs.com