TIDMGAME
RNS Number : 9186S
GameAccount Network PLC
22 March 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION
OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY PLACING
SHARES OF GAMEACCOUNT NETWORK PLC IN ANY JURISDICTION IN WHICH ANY
SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
GameAccount Network plc ("GAN" or "the Company")
Posting of Circular
GAN announced on 21 March 2016 the completion of a conditional
equity placing (the "Placing") to raise gross proceeds of
approximately GBP3.1 million with existing and new investors.
A circular, containing a notice of the general meeting, will be
shortly sent to Shareholders outlining the terms of the Placing and
seeking the necessary approval of Shareholders to issue the Placing
Shares on a non-pre-emptive basis (the "Circular"). The EGM is
convened to be held on 7 April 2016.
Pursuant to Rule 20 of the AIM and ESM Rules, copies of the
Circular will shortly be available for inspection at
www.gan.com.
Capitalised terms used, but not defined in this announcement,
have the same meanings as set out in the announcement released by
the Company earlier today in relation to the Placing.
For further information please contact:
GAN +44 (0) 20 7292
Dermot Smurfit 6262
Chief Executive Officer dsmurfit@gan.com
Davy (Nominated Adviser,
ESM Adviser, Broker
and Sole Bookrunner)
John Frain / Roland +353 (0) 1 679
French 6363
FTI Consulting +353 (0) 1 663
Mark Kenny / Jonathan 3686
Neilan gameaccount@fticonsulting.com
THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY
AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION.
THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR WITH ANY REGULATORY AUTHORITY OR
UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
OTHERWISE IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NEITHER THE US SECURITIES
AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED
OR DISPROVED OF AN INVESTMENT IN THE PLACING SHARES OR PASSED UPON
OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY
OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
THE PLACING SHARES REFERRED TO IN THIS ANNOUNCEMENT ARE BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" (AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE
SECURITIES ACT. ANY OFFERING TO BE MADE IN THE UNITED STATES WILL
BE MADE TO A LIMITED NUMBER OF (I) "QUALIFIED INSTITUTIONAL BUYERS"
("QIBS") AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT; AND (II)
AND "ACCREDITED INVESTORS" AS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT, IN BOTH CASES PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES OF THE COMPANY
WILL BE MADE IN CONNECTION WITH THE PLACING IN THE UNITED KINGDOM,
THE REPUBLIC OF IRELAND, THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ELSEWHERE.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law or
regulation. No action has been taken by the Company or Davy or any
of their respective Affiliates that would permit an offering of
Placing Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and Davy to inform themselves about and to
observe such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under the securities
laws of any state, province or territory of Australia, Canada,
South Africa or Japan. Accordingly, the Placing Shares may not
(unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into the United States, Australia, Canada, South
Africa, Japan or any other jurisdiction outside the United Kingdom
and the Republic of Ireland.
Davy, which is regulated in Ireland by the Central Bank of
Ireland, is acting for the Company and for no-one else in
connection with the Placing, and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Davy or for providing advice to any other person in
relation to the Placing or any other matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may
be imposed upon Davy by the Financial Services and Markets Act 2000
or the regulatory regime established thereunder, Davy does not
accept any responsibility whatsoever or makes any representation or
warranty, express or implied, concerning the contents of this
announcement, including its accuracy, completeness or verification,
or concerning any other statement made or purported to be made by
it, or on its behalf, in connection with the Company, the Placing
Shares or the Placing, and nothing in this announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Davy accordingly
disclaims, to the fullest extent permitted by law, all and any
responsibility and liability whether arising in tort, contract or
otherwise (save as referred to herein) which it might otherwise
have in respect of this announcement or any such statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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March 22, 2016 09:00 ET (13:00 GMT)
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