TORONTO, Feb. 11, 2021 /PRNewswire/ - Score Media and
Gaming Inc. ("theScore" or the "Company") (TSX: SCR)
is pleased to announce that, in connection with a potential
additional listing of the Company's Class A Subordinate Voting
Shares ("Class A Shares") on a U.S. stock exchange, and as
previously authorized by its shareholders, the Company is
implementing a consolidation (reverse stock split) of its
outstanding Class A Shares on the basis of one new Class A
Share for every ten currently outstanding Class A Shares (the
"Consolidation Ratio") as well as a consolidation
(reverse stock split) of the Company's Special Voting Shares
("Special Voting Shares") on the basis of such Consolidation
Ratio.
"This share consolidation is a significant step that positions
us for the potential U.S. stock exchange listing we have been
considering," said John Levy,
Founder and CEO, theScore. "We believe a U.S. listing would benefit
our business and shareholders as we seek to further execute on the
growing opportunity in the rapidly developing North American sports
betting market. As the only fully integrated mobile sports media
and gaming company in North
America, theScore is uniquely positioned to grow our
footprint and capitalize on the expansion of legalized sports
betting and iGaming across the U.S. and Canada."
The Consolidation Ratio was determined by the Company's board of
directors in accordance with the parameters authorized by the
Company's shareholders at the Company's annual and special meeting
of shareholders held on February 10,
2021. The consolidation has taken effect on February
11, 2021 and the Class A Shares are expected to commence
trading on the Toronto Stock Exchange on a post-consolidation
basis beginning at the open of markets on February 18, 2021. Immediately prior to the
consolidation there were 434,425,695 Class A Shares and 5,566
Special Voting Shares issued and outstanding, and it is expected
that there will be 43,442,568 Class A Shares and 557 Special Voting
Shares issued and outstanding following the consolidation, subject
to rounding for any fractional shares. No fractional shares will be
issued as a result of the share consolidation and the
number of post-consolidation shares to be received by a shareholder
will be rounded up, in the case of a fractional interest that is
0.5 or greater, or rounded down, in the case of a fractional
interest that is less than 0.5, to the nearest whole number of
shares that such holder would otherwise be entitled to receive upon
the implementation of the share consolidation. By way of
example, if a shareholder held 999 pre-consolidation Class A
Shares, the shareholder will hold 100 Class A Shares on a
post-consolidation basis.
Registered shareholders holding share certificates will be
mailed a letter of transmittal advising of the share consolidation
and instructing them to surrender their share certificates
representing pre-consolidation shares for replacement certificates
or a direct registration advice representing their
post-consolidation shares. Until surrendered for exchange,
following the effective date of the consolidation, which was
February 11, 2021, each share certificate formerly
representing pre-consolidation shares will be deemed to represent
the number of whole post-consolidation shares to which the holder
is entitled as a result of the consolidation.
Holders of shares of the Company who hold uncertificated
shares (that is shares held in book-entry form and not
represented by a physical share certificate), either as registered
holders or beneficial owners, will have their existing book-entry
account(s) electronically adjusted by the Company's transfer agent
or, for beneficial shareholders, by their brokerage firms, banks,
trusts or other nominees that hold in street name for their
benefit. Such holders do not need to take any additional actions to
exchange their pre-consolidation shares for post-consolidation
shares. If you hold your shares with such a bank, broker
or other nominee, and if you have questions in this regard, you are
encouraged to contact your nominee.
About Score Media and Gaming Inc.
Score Media and Gaming Inc. empowers millions of sports fans
through its digital media and sports betting products. Its media
app 'theScore' is one of the most popular in North America, delivering fans highly
personalized live scores, news, stats, and betting information from
their favorite teams, leagues, and players. The Company's sports
betting app 'theScore Bet' delivers an immersive and holistic
mobile sports betting experience and is currently available to
place wagers in New Jersey,
Indiana, and Colorado. Publicly traded on the Toronto Stock
Exchange (SCR), theScore also creates and distributes innovative
digital content through its web, social and esports platforms.
Forward-Looking Statements
Statements made in this news release that relate to future
plans, events or performances are forward looking statements. Any
statement containing words such as "may", "would", "could", "will",
"believes", "plans", "anticipates", "estimates", "expects" or
"intends" and other similar statements which are not historical
facts contained in this release are forward-looking, and these
statements involve risks and uncertainties and are based on current
expectations. Such statements reflect theScore's current views with
respect to future events and are subject to certain risks,
uncertainties and assumptions. Many factors could cause the
Company's actual results, performance or achievements to be
materially different from any future results, performance or
achievements that may be expressed or implied by such forward
looking statements, including among other things, receipt of
listing approval by a U.S. stock exchange, receipt of final
approval and timing for the Class A Shares to commence trading on
the Toronto Stock Exchange on a post-consolidation basis, the
enactment of enabling legislation and regulations in the
jurisdictions in which the Company operates, or intends to operate,
to facilitate online gaming, including (without limitation) the
enactment of federal legislation in Canada to permit single event sports wagering
(including the timing of such legislation and regulations being
passed and proclaimed in force (if at all) and the terms and
conditions imposed in such legislation and regulations on
applicable industry participants), the Company's receipt of all
relevant licences and approvals under the applicable legislation
and regulations (as applicable) of the jurisdictions in which the
Company operates, or intends to operate, the rate of adoption of
online gaming in Canada and other
jurisdictions, as permitted by applicable legislation and/or
regulations, and those which are discussed under the headings
"Approval of Consolidation of Class A Shares and Special Voting
Shares – Risks of the Share Consolidation" in the Company's
management information circular relating to the annual and special
meeting of the Company's shareholders held on February 10, 2021 and "Risk Factors" in the
Company's current Annual Information Form dated October 28, 2020, as filed with applicable
Canadian securities regulatory authorities and available on SEDAR
under the Company's profile at www.sedar.com, and elsewhere in
documents that theScore files from time to time with such
securities regulatory authorities, including its relevant
Management's Discussion & Analysis of the financial condition
and results of operations of the Company. Should one or more of
these risks or uncertainties materialize, or should assumptions
underlying the forward-looking statements prove incorrect, actual
results could differ materially from the expectations expressed in
these forward-looking statements. The Company does not intend, and
does not assume any obligation, to update these forward-looking
statements except as required by applicable law or regulatory
requirements.
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SOURCE Score Media and Gaming Inc.