MONTREAL, Nov. 24, 2016 /CNW/ - Amaya Inc. ("Amaya")
today filed an updated 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.
As previously disclosed on July 20,
2016, Amaya had beneficial ownership of a principal amount
of $9 million convertible debentures
of NYX bearing interest at 6% per annum (the "2014
Debentures") and convertible at any time by Amaya into ordinary
shares of NYX ("Ordinary Shares"). Payment of the
outstanding amount of the 2014 Debentures was due and payable on
November 17, 2016.
In connection with the renegotiation of the maturity date of the
2014 Debentures, Amaya and NYX have today entered into a definitive
agreement to amend the 2014 Debentures (the "Debentures
Amendment"). Pursuant to the Debentures Amendment, Amaya and
NYX have, among other things, extended the maturity date of the
2014 Debentures and agreed that the 2014 Debentures will no longer
be convertible into Ordinary Shares but will be repayable solely in
cash. Pursuant to the Debentures Amendment, NYX will be required to
make monthly payments of $1 million
on the 17th day of each month commencing on May 17, 2017 until the balance due date of
April 17, 2018, at which time all
amounts outstanding under the 2014 Debentures, as amended by the
Debentures Amendment, will be due and payable. After May 17, 2017, Amaya will be entitled to
automatically setoff any amount owing under the 2014 Debentures, as
amended by the Debentures Amendment, against any minimum license
commitment owing to NYX or any of its affiliates under the
previously reported casino content supplier license agreement
entered into between NYX and a wholly owned subsidiary of Amaya on
July 31, 2015 in connection with the sale of CryptoLogic
Ltd. to NYX and Amaya (Alberta)
Inc. (formerly Chartwell Technology Inc.) to NYX Digital Gaming
(Canada) ULC, a subsidiary of NYX
("NYX Digital"). Following an event of default under the
2014 Debentures, as amended by the Debentures Amendment, Amaya will
be entitled to automatically setoff any amount outstanding
thereunder against any amount owing to NYX or any of its affiliates
by Amaya or any of its affiliates under such casino content
supplier license agreement.
As a result of the Debentures Amendment, Amaya ceased to have
deemed beneficial ownership of the 3,145,931 Ordinary Shares that
were issuable under the 2014 Debentures, resulting in a decrease in
Amaya's deemed securityholding percentage in the Ordinary Shares
from approximately 15.52% to approximately 13.25% on a partially
diluted basis (assuming the exercise or conversion of all
securities of NYX and its subsidiaries held by Amaya and on the
basis of 106,921,000 Ordinary Shares issued and outstanding, as
disclosed in NYX's management's discussion and analysis for the
period ended September 30, 2016 (the
"MD&A")). Excluding Ordinary Shares underlying (i)
the preferred shares of NYX Digital held by Amaya, which are
exchangeable into Ordinary Shares, and (ii) the Ordinary Shares
purchase warrants held by Amaya, which are in each case deemed to
be beneficially owned by Amaya, and on the basis of 106,921,000
Ordinary Shares issued and outstanding (as disclosed in the
MD&A), Amaya has beneficial ownership of and control or
direction over approximately 5.25% of NYX's Ordinary Shares on the
date hereof and on an issued and outstanding basis.
Amaya holds the securities of NYX for investment purposes. Amaya
may, depending on market and other conditions and subject to
applicable securities laws, change its beneficial ownership of (or
control or direction over) any of the 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
The address of the head office of NYX Gaming Group Limited
is:
Roseneath the Grange Channel
Islands
St. Peter Port
GY13SJ
SOURCE Amaya Inc.