MONTREAL, QUEBEC--(Marketwired - Nov. 30, 2015) - Amaya Inc. (NASDAQ:AYA)(TSX:AYA) (" Amaya ") today filed an early warning report related to its direct and indirect holdings in NYX Gaming Group Limited (" NYX "), as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (the " EWR "). Unless otherwise noted, all "$" amounts stated herein are in Canadian dollars.
Amaya currently has beneficial ownership of (i) 163,170 ordinary shares of NYX (" Ordinary Shares "), (ii) a principal amount of $9 million convertible debentures of NYX bearing interest at 6% per annum (the " Debentures ") subscribed for by Amaya on November 17, 2014 and convertible at any time into 2,808,454 Ordinary Shares, with the accrued interest also being payable in Ordinary Shares, and (iii) 40,000 preferred shares (the " Preferred Shares ") in NYX Digital Gaming (Canada) ULC, a subsidiary of NYX (" NYX Digital "), representing 100% of the outstanding Preferred Shares. The terms of the Preferred Shares provide that the Preferred Shares are initially exchangeable into 8,000,000 Ordinary Shares.
Amaya received the Preferred Shares on July 31, 2015 as partial consideration for the sale by Amaya to NYX and NYX Digital of all the issued and outstanding shares of Amaya (Alberta) Inc. (formerly Chartwell Technology Inc.) and Cryptologic Limited, as applicable. On February 1, 2016, the Preferred Shares will become exchangeable at Amaya's option upon 35 days' advance written notice for 8,240,000 Ordinary Shares. This requires today's filing of the EWR. The number of Ordinary Shares into which the Preferred Shares are exchangeable will be adjusted over time as indicated in the EWR.
Assuming (i) the exchange of the Preferred Shares and (ii) the conversion of the principal amount of the Debentures and all interest accrued thereon, in each case on the date hereof, on the basis of 50,634,896 Ordinary Shares issued and outstanding, Amaya would have beneficial ownership of and control or direction over approximately 18.00% of NYX's issued and outstanding Ordinary Shares. Assuming (i) the exchange of all of the Preferred Shares and (ii) the conversion of the principal amount of the Debentures and all interest accrued thereon, in each case as at February 1, 2016, and the same number of Ordinary Shares outstanding, Amaya would have beneficial ownership of and control or direction over approximately 18.35% of the issued and outstanding Ordinary Shares (on a partially diluted basis).
Amaya may, depending on market and other conditions and subject to applicable securities laws, change its beneficial ownership of (or control or direction over) the Preferred Shares, Ordinary Shares and Debentures or any other securities of NYX or its affiliates, whether in the open market, by privately negotiated agreements, or otherwise.
Amaya Inc. 7600 TransCanada Hwy Pointe-Claire, Quebec H9R 1C8
For investor relations and further information regarding the EWR, including a copy of the same (which is also available on SEDAR at www.sedar.com ), please contact: Tim Foran, Tel: +1.416.545.1325 , ir@amaya.com .
