GAMESYS GROUP PLC DOCUMENTATION
YOU ARE ATTEMPTING TO ENTER THE PART OF THE WEBSITE THAT BALLY’S HAS DESIGNATED FOR THE PUBLICATION OF DOCUMENTS AND INFORMATION IN CONNECTION WITH THE COMBINATION. ACCESS TO THIS AREA OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THE INFORMATION IS NOT INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION IN WHICH PROVIDING THE INFORMATION WOULD VIOLATE ANY LAWS OR REGULATIONS OR WOULD REQUIRE BALLY’S TO COMPLY WITH ANY REQUIREMENT.
PLEASE READ THE FOLLOWING DISCLAIMER, AND SIGNIFY YOUR APPROVAL OR DISAPPROVAL BY CLICKING ON THE APPROPRIATE BUTTON AT THE BOTTOM OF THE PAGE. THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY BALLY’S AND GAMESYS RELATING TO THE COMBINATION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE ON THE MICROSITE ONLY FOR INFORMATION PURPOSES AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
If the Combination progresses, information contained on the Microsite as well as the terms of this disclaimer may be altered or updated. Accordingly, you should read the full text of this disclaimer each time you visit the Microsite.
For regulatory reasons, Gamesys must ensure that persons seeking to access the Microsite are made aware of applicable regulations. In order to view information relating to the Combination on the Microsite, you must read the following and then press “I AGREE” to confirm that you have read and understood this disclaimer. If you are unable to confirm that you have read and understood this disclaimer, you should click on “I DISAGREE” below and you will not be able to view any such information about the Combination.
2. Non-U.K. Persons
The release, publication, viewing or distribution of the information contained in the Microsite may not be lawful in certain jurisdictions or to certain persons and may be restricted by law. Accordingly, persons outside the United States or the United Kingdom viewing the Microsite, and into whose possession any information in the Microsite comes, must first satisfy themselves that they are either not subject to any applicable legal or regulatory restrictions that prohibit or restrict them from receiving information about the Combination or, if they are subject to any restrictions, should observe such restrictions. Any failure to comply with such restrictions may constitute a violation of laws. If you are resident or located in any country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information contained in the Microsite, or viewing the information would result in a breach of the above, or you have any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on “I DISAGREE” below. Neither Bally’s nor any of its advisers assumes any responsibility for any violation of any law or regulation.
You should not download, mail, forward, transmit, distribute, send, share or show the announcements, information or documents contained in the Microsite to anyone else.
This Microsite contains information that has been prepared for the purposes of complying with English law and regulation and the Code and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws of any other place.
3. Basis of Access to Information Relating to the Combination
The information relating to the Combination that can be accessed via the Microsite is being made available in good faith and for information purposes only and is subject to these terms and conditions. Any person seeking access to the Microsite represents and warrants to Bally’s that they are doing so legally and for information purposes only. Making information relating to the Combination available on the Microsite is not intended to, and does not, constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in violation of applicable law.
If you are in doubt about the contents of this area of the website or the action you should take, you should seek advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser as to the suitability of any action. If you are a shareholder or option holder of Gamesys, you should take no action based on the information available on the Microsite. Any action required by Gamesys shareholders or option holders in connection with the Combination will only be set out in documents sent to or made available to Gamesys shareholders or option holders and any decision made by them should be made solely and only on the basis of information provided in those documents.
The information contained in the Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Gamesys or Bally’s. If commenced, the Combination would be made solely by way of a document containing the full terms and conditions of the Combination, including details of how to act in respect of the Combination. Any decision in respect of, or other response to, the Combination should be made solely and only on the basis of the information provided in any such document.
4. Forward-Looking Statements
Certain of the documents contained in the Microsite, oral statements made regarding the Combination and other information published by Bally’s and/or Gamesys may contain certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to Bally’s or Gamesys or their respective activities within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements speak only as at the date of that document and may often, but not always, be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “hopes,” “anticipates,” “aims,” “plans,” “estimates,” “projects,” “targets,” “intends,” “forecasts,” “outlook,” “impact,” “potential,” “confidence,” “improve,” “continue,” “optimistic,” “deliver,” “comfortable,” “trend,” “seeks,” or variations of such words and phrases or statements that certain actions, events or results “could,” “should,” “would” or “might” be taken, occur or be achieved or the negative of such terms or other variations on such terms or comparable terminology. Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based on current expectations and assumptions. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, actions of regulatory agencies, future exchange and interest rates and changes in laws, government regulations, labeling or product approvals or the application or interpretation thereof. Other risk factors are described herein and in Bally’s or the Gamesys’ other respective filings, including filings of financial results, if any. Many of these important factors are outside of the Bally’s or the Gamesys’ control. No assurances are provided as to any result or the timing of any outcome regarding matters described herein or otherwise with respect to any regulatory action, administrative proceedings, government investigations, litigation, warning letters, cost reductions, business strategies, earnings or revenue trends or future financial results. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation: (1) the receipt of shareholder approvals; (2) any regulatory approvals required for the transaction not being obtained on the terms expected or on the anticipated schedule; (3) the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction; (4) the possibility that the parties may be unable to achieve any expected synergies and operating efficiencies in connection with the transaction within the expected time-frames or at all and to successfully integrate the Gamesys’ operations into those of Bally’s; (5) uncertainties surrounding the COVID-19 pandemic, including limitations on Bally’s operations, increased costs, changes in customer attitudes, impact on its employees and the ongoing impact of COVID-19 on general economic conditions; (6) unexpected costs, difficulties integrating and other events impacting Bally’s recently completed and proposed acquisitions and its ability to realize anticipated benefits; (7) risks associated with Bally’s rapid growth, including those affecting customer and employee retention, integration and controls; (8) risks associated with the impact of the digitalization of gaming on our casino operations, Bally’s expansion into iGaming and sports betting and the highly competitive and rapidly changing aspects of its new interactive businesses generally; (9) the very substantial regulatory restrictions applicable to Bally’s, including costs of compliance; restrictions and limitations in agreements to which it is subject, including its debt, could significantly affect Bally’s ability to operate its business and its liquidity; and (10) other risks identified in Part I. Item 1A. “Risk Factors” of Bally’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 as filed with SEC on March 10, 2021. The foregoing list of important factors is not exclusive and does not include matters like changes in general economic conditions that affect substantially all gaming businesses.
Although it is believed that the assumptions made in such forward-looking statements were reasonable when the statements were made, no assurance is given that such assumptions will prove to have been valid and investors are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of the relevant document. Neither Bally’s nor Gamesys assumes any obligation to update or correct the information contained in the relevant document (whether as a result of new information, future events or otherwise), except as required by applicable law.
5. No Profit Forecast
Save as otherwise expressly stated in any relevant information, no statement in the Microsite or the information contained herein is intended as a profit forecast, a profit estimate or qualified benefits statement for any period and no statement in the Microsite or the information contained herein should be interpreted to mean that the future earnings per share for current or future financial years will necessarily match or exceed the historical published earnings per share of either Bally’s or Gamesys.
6. Additional U.S. Information
The Combination relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to United States tender offer or proxy solicitation laws. Accordingly, the Combination may be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer or proxy solicitation rules. The financial information contained in this Microsite may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US shareholders of Gamesys to enforce their rights and any claim arising out of the US federal laws, since Gamesys is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of non-US jurisdictions. US holders of Gamesys shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.
Neither the SEC nor any US state securities commission has approved or disapproved the Combination, or passed comment upon the accuracy or otherwise of any of the information contained on this Microsite.
In relation to any information contained in the Microsite, Bally’s only responsibility is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Documents included in the Microsite speak only at the specified date of the relevant document. Subject to any continuing obligations under applicable law or the Code or any other relevant rules or regulations, Bally’s expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Combination on the Microsite, any updates or revisions to any statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
None of Bally’s directors has reviewed, and none of them shall have any responsibility for, or accepts any liability in respect of, any information on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser.
THE INFORMATION RELATING TO THE COMBINATION THAT IS CONTAINED IN THIS PART OF THE WEBSITE MAY NOT BE DOWNLOADED BY, FORWARDED TO, TRANSMITTED TO, OR SHARED WITH ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BALLY’S REGARDS AS UNDULY ONEROUS. ANY PERSON SEEKING ACCESS TO THIS PART OF THE WEBSITE REPRESENTS AND WARRANTS TO BALLY’S THAT HE OR SHE (1) IS NOT LOCATED OR RESIDENT IN A JURISDICTION THAT RENDERS ACCESSING THIS AREA OF THE WEBSITE OR PARTS THEREOF ILLEGAL AND (2) IS DOING SO LEGALLY AND FOR INFORMATION PURPOSES ONLY.
8. Confirmation of Understanding and Acceptance of Disclaimer
I have read and understood the disclaimer set out above. I undertake, represent and warrant to Bally’s that I intend to access the Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities. I agree to be bound by its terms. I confirm that I am permitted to proceed to the Microsite and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the Microsite or parts thereof illegal.
I agree that I will not print, download or otherwise seek to copy, mail, forward, transmit, transfer, distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law.
If you click “I AGREE”, you are representing and warranting to Bally’s that you intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click “I DISAGREE” below.