JPJ Group PLC Announces Strategic Combination of JPJ Group plc and Gamesys


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN JPJ GROUP PLC NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Strategic
Combination of J
PJ Group plc (“JPJ” or the “Company”) and Gamesys to create a world
class online gaming company

LONDON / ACCESSWIRE / June 13, 2019 / The Board of JPJ is pleased to announce that it has entered into a conditional agreement to acquire the business of Gamesys (Holdings) Limited (“Gamesys”), excluding sports brands and games, for a mixture of cash and new JPJ shares (the “Acquisition”).

The Acquisition will enhance scale, creating a group which is strategically well positioned for future growth in an evolving global gaming sector. The combined JPJ and Gamesys businesses (together “the Enlarged Group”) will benefit from: (i) a diversified portfolio of leading consumer brands; (ii) greater operational control through proprietary technology; and (iii) a complementary executive and operational team. The Acquisition will result in a strategically aligned Enlarged Group with a strong financial profile set to compete in an evolving marketplace.

Key highlights

  • JPJ to acquire Gamesys, excluding sports brands and games, for a total valuation of c.£490 million, comprising:
  • £250 million in cash, of which £175 million is to be funded by an add-on to JPJ’s existing debt facilities; and
  • 33.7 million in newly issued shares, representing c.£240 million based on the 30-day volume weighted average price of JPJ
  • The Acquisition represents an estimated multiple of 7.3x Adjusted EBITDA for Gamesys for the 12 months ending December 2018
  • The Enlarged Group to be renamed Gamesys Group plc
  • Consideration shares to represent c.31% of the Enlarged Group, with customary lock ups from major selling shareholders
  • The Enlarged Group should qualify for inclusion in the FTSE 250
  • The Acquisition is expected to be double digit accretive to earnings per share in the first full financial year of ownership (FY 2020)
  • Highly experienced executive management team to be drawn from both JPJ and Gamesys. It is proposed that Lee Fenton (currently CEO of Gamesys) will become the Enlarged Group’s CEO and Robeson Reeves (currently COO of Gamesys) will join as the Enlarged Group’s COO. Neil Goulden and Keith Laslop will remain in their current roles. Simon Wykes will assume the role of Transition Director at Completion for a 12-month period from completion of the Acquisition (“Completion”)
  • The Acquisition is subject to JPJ shareholder approval, customary regulatory conditions and the Gamesys Group Reorganisation, as referred to below
  • Completion is expected in Q3 2019

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/0968C_1-2019-6-13.pdf

Enquiries

JPJ

+44 (0) 203 907 4025

Neil Goulden

Keith Laslop

Jason Holden (Investor Relations)

Macquarie
Capital (Europe) Limited (Lead Financial Adviser to JPJ)

+44 (0) 203 037 2000

Sung Chun

Alex Reynolds

Canaccord
Genuity Limited

(Sponsor,
Co-Financial Adviser & Broker to JPJ)

+44 (0) 207 523 8000

George Fleet

Emma Gabriel

Berenberg
(Joint Broker to JPJ)

+44 (0) 20 3207 7800

Chris Bowman

Mark Whitmore

Finsbury
(PR Adviser to JPJ)

+44 (0) 20 7251 3801

James Leviton

Andy Parnis

Evercore
Partners International LLP (Financial Adviser to Gamesys)

+44 (0) 20 7653 6000

Tiarnán O’Rourke

Harrison George

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

SOURCE: JPJ Group PLC

View source version on accesswire.com:
https://www.accesswire.com/548655/JPJ-Group-PLC-Announces-Strategic-Combination-of-JPJ-Group-plc-and-Gamesys

error: Content is protected !!