TORONTO, April 26, 2016: NYX Gaming Group Limited ("NYX" or the "Company") (TSX-V:NYX) announced today that it has closed on the first tranche of its previously announced $150 million private placement offering (the "Offering"), for aggregate gross proceeds of approximately $116.5 million. A total of 38,713,636 subscription receipts of the Company (the "Subscription Receipts") have been issued at a price of $2.75 (the "Offering Price") per Subscription Receipt, for aggregate gross proceeds of approximately $106.5 million, as well as a $10.0 million unsecured 10% convertible debenture (the "Convertible Debenture") to a strategic investor. Each Subscription Receipt will automatically convert into one Special Warrant (as defined below), and the principal amount of the Convertible Debenture will automatically convert into an aggregate of 3,636,364 Special Warrants (as defined below), without payment of additional consideration or further action on the part of the holder, upon completion of the Acquisition (as defined below). The Underwriters (as defined below) are entitled to a commission of 4% of the aggregate gross proceeds from the Subscription Receipts sold under the first tranche of the Offering and the Convertible Debenture (the "Underwriters' Commission").
As part of the Offering, certain of the Sellers (as defined below) subscribed for an aggregate 12,200,000 Special Warrants at the Offering Price, which shall be issued on the final tranche closing of the Offering (expected to occur in May 2016) in consideration for the reinvestment of $33,500,000 of the purchase price payable to certain of the Sellers by the Company at closing of the Acquisition. A fee of 4% is payable by NYX to the Sellers and no fee is payable to the Underwriters in connection with such subscription.
The Offering was conducted through a syndicate of underwriters co-led by Canaccord Genuity Corp. ("Canaccord Genuity") and Macquarie Capital Markets Canada Ltd. ("Macquarie Canada", together with Canaccord Genuity, the "Co-Leads") and included National Bank Financial Inc., Cantor Fitzgerald Canada Corporation, Cormark Securities Inc., Dundee Securities Ltd., Global Maxfin Capital Inc. and Mackie Research Capital Corporation (collectively, the "Underwriters").
Each Subscription Receipt will entitle the holder to receive, upon the satisfaction of all conditions precedent to the Acquisition (other than the payment of the purchase price and any other amounts to be satisfied by the release of the escrowed funds) and certain other conditions (the "Escrow Release Conditions") as set out in the Subscription Receipt Agreement entered into today between the Company, TMX Equity Transfer and Trust Company (the "Subscription Receipt Agent") and the Co-Leads, and without payment of additional consideration or further action on the part of the holder, one special warrant of the Company ("Special Warrant") in exchange for each Subscription Receipt.
The Special Warrants are exercisable by the holders thereof at any time following issuance, subject to each Special Warrant being automatically converted without any action on the part of the holder into one ordinary share in the capital of NYX (the "Ordinary Shares") and one-quarter of one ordinary share purchase warrant of NYX (each whole warrant, a "Warrant") upon the earlier of: (i) the third business day following the issuance of a final receipt for the Prospectus (as defined below), and (ii) the date that is four months and one day from the date hereof (such date being the hold period expiry date). Each Warrant will entitle the holder to acquire one Ordinary Share for an exercise price of $3.50 per Ordinary Share at any time for a period of three years following the closing of this first tranche of the Offering. The Company will use its commercially reasonable efforts to file a prospectus (the "Prospectus") in order to qualify in Canada the issuance of the underlying Ordinary Shares and Warrants upon the automatic conversion of the Special Warrants.
The net proceeds of the Offering will be used (i) to fund, in part, the acquisition (the "Acquisition") by the Company of 100% of the issued and outstanding shares of OB Topco Limited ("OpenBet") from funds managed by OpenBet's largest existing shareholder and certain other shareholders of OpenBet (collectively, the "Sellers"); and (ii) for general corporate purposes.
The gross proceeds from the sale of the Subscription Receipts, but excluding for greater certainty the gross proceeds raised from the issuance of the Convertible Debenture, less 50% of the Underwriters' Commission, are being held in escrow pending satisfaction of the Escrow Release Conditions. If: (i) the Escrow Release Conditions are not satisfied by July 4, 2016 (which date may be extended up to an additional 30 days by the Co-Leads on behalf of the Underwriters, in their sole discretion); or (ii) NYX advises the Subscription Receipt Agent and the Co-Leads, or announces to the public, that the Acquisition will not be completed (in either case, a termination event, and the date upon which such event occurs, the "Termination Date"), the Subscription Receipt Agent and NYX will return to holders of Subscription Receipts an amount per Subscription Receipt equal to the Offering Price paid by each holder plus a pro rata share of the interest earned on the escrowed funds, net of any applicable withholding taxes, and the Subscription Receipts will be cancelled. NYX shall be responsible for paying any shortfall to each Subscription Receipt holder.
The securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United states absent registration or an applicable exemption from the registration requirements.