Intertain Announces Receipt of Final Order Approving Its Previously Announced Arrangement

TORONTO, October 11, 2016 /PRNewswire/ --

Provides update on implementation of UK strategic initiatives and assessment of debt financing alternatives 

The Intertain Group Limited ("Intertain") (TSX:IT), the largest online bingo-led operator in the world, today announced that, following receipt of shareholder approval at its annual and special meeting of shareholders on September 23, 2016, it obtained a final order of the Ontario Superior Court of Justice on September 27, 2016 approving the statutory plan of arrangement (the "Arrangement") that will facilitate the implementation of Intertain's comprehensive UK-centered strategic initiatives to enhance shareholder value (the "UK Strategic Initiatives").  The UK Strategic Initiatives include the proposed London listing of the newly-incorporated London-headquartered UK company named Jackpotjoy plc ("Jackpotjoy"), which has been named after one of Intertain's core brands and which is intended to become the parent company for the Intertain group under the Arrangement.  

UK Strategic Initiatives Update  

Intertain continues its work in connection with the intended admission of the ordinary shares of Jackpotjoy to the standard listing segment of the Official List of the UK's Financial Conduct Authority ("FCA") and to trading on the Main Market for listed securities of the London Stock Exchange plc (the "London Listing").  

As previously announced on September 23, 2016, Intertain expects to publicly announce the effective date of the Arrangement (the "Effective Date") and the election deadline for shareholders to elect to receive exchangeable shares under the Arrangement at least five business days in advance of the Effective Date or the election deadline, as the case may be.  In connection with Intertain's previously announced assessment of its debt financing alternatives, Intertain continues to assess market conditions and the debt financing alternatives available to the Intertain group.  Intertain intends to complete a debt financing transaction on or before February 28, 2017 and to provide an update in this regard in due course.

Completion of the Arrangement remains subject to the receipt of the consent of the lenders under Intertain's existing credit facilities and the London Listing to the approval of the FCA.  The listing of the exchangeable shares on the Toronto Stock Exchange (the "TSX") has been conditionally approved by the TSX.  Intertain's discussions with the lenders under its existing credit facilities regarding potential amendments to these credit facilities in connection with Intertain's assessment of its debt financing alternatives, and in connection with the obtaining of the consent of these lenders to the Arrangement and other relevant matters, are ongoing.  

Shareholders with questions regarding the UK Strategic Initiatives, the Arrangement or any of the other matters discussed in this press release, or who require assistance in making an election to receive exchangeable shares under the Arrangement, are encouraged to contact Kingsdale Shareholder Services at: 1-866-581-1513 (toll-free in North America), by calling collect at 1-416-867-2272 (outside of North America) or by email at contactus@kingsdaleshareholder.com.  

Advisors to Intertain 

Canaccord Genuity Corp. is acting as sole financial advisor in connection with the implementation of the UK Strategic Initiatives, including the London Listing. Credit Suisse is no longer advising Intertain.  

Osler, Hoskin & Harcourt LLP is acting as counsel to the Special Committee. Cassels Brock & Blackwell LLP and Clifford Chance LLP are acting as Canadian and UK/US counsel, respectively, to Intertain in connection with the UK Strategic Initiatives. Kingsdale Shareholder Services is acting as strategic and communications advisor to Intertain.  

About The Intertain Group Limited 

Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers bingo and casino games to its customers using the InterCasino (http://www.intercasino.com), Costa (http://www.costabingo.com), Vera&John (http://www.verajohn.com), Jackpotjoy (http://www.jackpotjoy.com), and Botemania (http://www.botemania.es) brands.  For more information about Intertain, please visit http://www.Intertain.com.  

THIS RELEASE AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR WHICH WOULD REQUIRE ANY REGISTRATION OR LICENSING WITHIN SUCH JURISDICTION OR TO ANY OTHER PERSON.

The shares (including the exchangeable shares) anticipated to be issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and the shares (including the exchangeable shares) issued in the Arrangement are anticipated to be issued in reliance upon the exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Cautionary Note Regarding Forward-Looking Information  

This release contains certain information and statements that may constitute "forward-looking information" within the meaning of Canadian securities laws.  Often, but not always, forward-looking information can be identified by the use of words such as "expects", "intends" and "anticipates", or the negative of such words or other variations or synonyms for such words, or state that certain actions, events or results "may" or "will" be taken, occur or be achieved.    

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause actual results, performance, achievements or developments to be materially different from those anticipated by Intertain and expressed or implied by the forward-looking information.  Forward-looking information contained in this release includes, but is not limited to, statements with respect to:    

(i) the operations, business, financial condition, expected financial results, performance, valuation, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of Intertain; (ii) the UK Strategic Initiatives, including their potential outcomes and ability to enhance shareholder value; (iii) the ability of Intertain to implement the London Listing (including the admission of the ordinary shares of Jackpotjoy to the Official List of the FCA); (iv) the structure of the proposed Arrangement, including the use of exchangeable shares and their terms; (v) the listing of the exchangeable shares on the TSX; (vi) Intertain's assessment of its debt financing alternatives and the potential structure, currency, term, expected date of completion and size of any such issuance that is completed; (vii) the possibility that Intertain may seek amendments to its existing credit facilities and the consent of its lenders under such facilities in connection with the Arrangement and other matters; (viii) certain matters with respect to the proposed Arrangement and the UK Strategic Initiatives; (ix) Intertain's intention to announce the Effective Date and the election deadline for exchangeable shares at least five business days prior to the relevant date; and (x) Intertain's intention to complete a debt financing transaction by February 28, 2017 and to provide an update regarding its ongoing assessment of available debt financing alternatives in due course.  These statements reflect Intertain's current expectations related to future events or its future results, performance, achievements, developments, actions and future trends affecting Intertain.  All such statements, other than statements of historical fact, are forward-looking information.  

Such forward-looking information is based on a number of assumptions which may prove to be incorrect, including, without limitation, that the Intertain Risk Factors (as defined below) will not cause actual results, performance, achievements or developments to differ materially from those described in the forward-looking information. Such forward looking information could also be materially affected by risks, including, but not limited to: (i) that FCA, TSX and other regulatory approvals or consents of the lenders under Intertain's current credit facilities or amendments to such facilities may not be obtained on the terms anticipated by Intertain or at all and/or that the other conditions to completion will be satisfied or waived on terms satisfactory to Intertain or at all and/or that Intertain may not obtain some or all of the benefits it expects to receive as a result of implementing the UK Strategic Initiatives (including the London Listing) in whole or in part; (ii) that the costs of management time and money may adversely affect Intertain's business; and (iii) that market volatility or changes in the share price of Intertain do not adversely affect Intertain's ability to implement the UK Strategic Initiatives, including its ability to proceed with a debt financing on terms acceptable to Intertain or at all should Intertain choose to do so and the risks to Intertain if no such financing is completed on or before February 28, 2017. The foregoing risk factors are not intended to represent a complete list of factors that could affect Intertain.  Additional risk factors are discussed in Intertain's annual information form dated March 30, 2016 and in the Circular dated August 19, 2016, in each case, under the heading "Risk Factors".  All such risk factors are referred to collectively as the "Intertain Risk Factors". 

Although Intertain has attempted to identify important factors that could cause actual results, performance, achievements or developments to differ materially from those described in the forward-looking information, there may be other factors that cause actual results, performance, achievements or developments not to be as anticipated, estimated or intended.  There can be no assurance that forward-looking information will prove to be accurate, as actual results, performance, achievements or developments are likely to differ, and may differ materially, from those expressed in or implied by the forward-looking information contained in this release.  Accordingly, readers should not place undue reliance on forward-looking information.  While subsequent events and developments may cause Intertain's expectations, estimates and views to change, Intertain does not undertake or assume any obligation to update or revise any forward-looking information, except as required by applicable securities laws.  The forward-looking information contained in this release should not be relied upon as presenting Intertain's expectations, estimates and views as of any date subsequent to the date of this release.  All of the forward-looking information in this release are expressly qualified by this cautionary note. 

Investor and Media Contact:

General :

Amanda Brewer
Vice President, Corporate Communications
The Intertain Group Limited
Tel: +1-416-720-8150
abrewer@intertain.com

UK media :

Finsbury
James Leviton
Andy Parnis
Tel: +44-207-251-3801

North American media:

Kingsdale Shareholder Services
Ian Robertson
Executive Vice President, Communication Strategy
Tel: +1-416-867-2333
Mobile: +1-647-621-2646
irobertson@kingsdaleshareholder.com

SOURCE Intertain Group Ltd.