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Not for release, publication or distribution in whole or in part in, into or from the United States of America or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction. This announcement does not constitute a prospectus or prospectus equivalent document and neither this announcement nor anything herein forms the basis for any offer to purchase or subscribe for any shares or other securities in JPJ group plc nor shall it form the basis for any contract or commitment whatsoever.

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LONDON, UK / ACCESSWIRE / September 26, 2019 / JPJ Group plc ('JPJ' or the 'Company') (LSE:JPJ), a leading global online bingo-led operator, is pleased to announce the completion of the acquisition of the business of Gamesys (Holdings) Limited ('Gamesys'), excluding sports brands and games (the 'Acquisition'). The completion of the Acquisition ('Completion') follows the announcement on 13 June 2019, that the Company had entered into a conditional agreement to effect the Acquisition, for a mixture of cash and New JPJ Shares. Shareholder approval for the Acquisition was granted at the Company's General Meeting held on Wednesday 31 July 2019.

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As the Acquisition constitutes a reverse takeover under the Listing Rules, admission of the Company's existing ordinary shares to listing on the Premium Listing segment of the Official List and to trading on London Stock Exchange's Main Market for listed securities will be cancelled and readmission will take place at 8.00am on or around 27 September 2019. Applications have now been made to the Financial Conduct Authority and London Stock Exchange, respectively, for the admission of 108,127,524 ordinary shares of £0.10 each, comprising of 33,653,846 New JPJ Shares and the re-admission of the Company's 74,473,678 Existing JPJ Shares, to the Premium Listing segment of the Official List and to trading on London Stock Exchange's Main Market for listed securities.

Change of Name and Ticker

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Effective from Completion, the Company has been renamed Gamesys Group plc and is expected to trade under the ticker of 'GYS' from 8.00am on or around 27 September 2019.

Board Changes

As set out in the Company's combined circular and prospectus dated 27 June 2019 (the 'Prospectus'), with effect from Completion certain changes to the board of the Company were to take effect. In that regard, the Board has today appointed Lee Fenton as Chief Executive Officer and Robeson Reeves as Chief Operating Officer.

In addition, as set out in the Prospectus, Simon Wykes has moved to the role of Transition Director, and will remain on the JPJ Board for a 12-month tenure.

In accordance with the Listing Rules, other than as set out in the Prospectus, the Company confirms that there are no further details that are required to be disclosed under paragraph LR 9.6.13 R of the Listing Rules in respect of Lee Fenton or Robeson Reeves.

New Website

With effect from 27 September 2019 and following the change in the name of the Company, the Company's new website will be www.gamesysgroup.com.

Neil Goulden, Executive Chairman of Gamesys Group plc, commented:

'The completion of the acquisition of Gamesys marks an important milestone for the Company, creating a leading UK and international operator and offering customers an even greater choice of major brands and different games. For shareholders, the acquisition will deliver earnings accretion in the first full financial year of ownership whilst employees will also benefit from the combination of two companies with a strong commitment to responsible gaming. However, the completion of the acquisition and the creation of Gamesys Group plc marks just the start, and the Board and senior management team, led by Chief Executive Officer Lee Fenton, are now resolutely focused on integrating the two businesses and further enhancing our product and technology offerings. We are very excited about the opportunities and prospects ahead and look forward to providing further updates on the new Group.'

Lee Fenton, Chief Executive of Gamesys Group plc, commented:

'Following today's successful completion, I am very excited to join the Enlarged Group as CEO. The combination of two leading and complementary businesses has created an organisation with greater scale and capability which stands the new Gamesys Group plc in good stead as the competitive and regulatory environment continues to evolve. With full operational control of technology and operations, an enhanced brand portfolio and our exceptional combined talent base, we are confident that we are well positioned to create significant opportunities for future growth.'

Unless defined otherwise, capitalised terms in this announcement shall have the same meaning as in the Prospectus.

About Gamesys Group plc (formerly JPJ Group plc)

Gamesys Group plc is the parent company of an online gaming group that provides entertainment to a global consumer base. Through its subsidiaries, Gamesys Group plc currently offers bingo and casino games to its customers using brands which include Jackpotjoy (www.jackpotjoy.com), Virgin Games (www.virgingames.com), Botemania (www.botemania.es), Vera&John (www.verajohn.com), Heart Bingo (www.heartbingo.co.uk) and Monopoly Casino (www.monopolycasino.com). For more information about Gamesys Group plc, please visit www.gamesysgroup.com.

Enquiries

Important notices

This Announcement is not a prospectus and has been prepared solely for the Acquisition. A copy of the Prospectus is available from the registered office of the Company, on the Company's website at www.jpjgroup.com and under the Company's profile on SEDAR at www.sedar.com.

This Announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, Japan, Jersey or South Africa. Persons needing advice should consult an independent financial adviser.

This Announcement has been prepared for the purpose of complying with the applicable laws and regulations of the United Kingdom and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.

The distribution of this Announcement in certain jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required.

This Announcement contains forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms 'expects', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. All matters that are not historical facts and involve predictions, including those statements with respect to the completion of the Acquisition are forward-looking statements.

Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements in this Announcement. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties factors and assumptions relating to the Company and Gamesys. Factors which may cause future outcomes to differ from those provided in forward-looking statements include, but are not limited to: general economic and business conditions; demand for the Company's and/or Gamesys' products and services; competitive factors in the industries in which the Company and Gamesys operate; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations affecting the Company's intellectual property rights and internet communications; impact of technological change;; the Company's and Gamesys' ability to secure, maintain and comply with all requirements to carry out business in the jurisdictions in which they currently operate or intend to operate; governmental and regulatory actions; general business, economic and market conditions; competition; expected growth of the online gaming market; the Company's and Gamesys' existing businesses and potential new market opportunities; anticipated and unanticipated costs; protection of the Company's and Gamesys' intellectual property rights.

Many of these risks and uncertainties relate to factors that are beyond the Company's and/or Gamesys' ability to control or estimate precisely, such as future market conditions, the repercussions of the UK leaving the European Union, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's and Gamesys' ability to continue to obtain financing to meet their liquidity needs, changes in the political, social and regulatory framework in which the Company and Gamesys operate or in economic or technological trends or conditions, the lack of available or qualified personnel or management, stock market volatility, taxation policies, changes in regulation, foreign operations, as well as the other factors described in the Company's past regulatory disclosures.

Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. Forward-looking statements speak only as of the date of such statements and cannot be relied upon as a guide to future performance. Except as required by applicable law, the Company does not undertake to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The shares referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, into or within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities law.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

SOURCE: JPJ Group PLC

UK gaming firm JPJ Group to buy Gamesys for £490M

Shares of JPJ Group PLC were up nearly 6% on June 13 after the online casino and gaming company announced that it has agreed to acquire Gamesys Ltd. in a cash-and-stock deal worth £490 million.

Under the agreement, Gamesys shareholders will own about 31.1% of the merged company, which will be named Gamesys Group PLC and qualify for the FTSE 250 index.

Gamesys CEO Lee Fenton and COO Robeson Reeves will lead the combined entity as CEO and COO, respectively, and will join JPJ's board of directors. JPJ Group Managing Director Simon Wykes will serve as transition director to the new company for a 12-month period following the deal's completion. Gamesys Group is expected to have an employee base of more than 1,000.

Under the deal, JPJ will acquire the U.K.-based software developer's branded sites such as Virgin Games and Virgin Casino, Heart Bingo and Monopoly Casino; its bingo games content; Gamesys' business technology platforms; and its back office and operations services. The acquisition does not include Gamesys' Virgin Bet sports betting business, its Livescore sports data and media unit, as well as its non-bingo games studio and supply business.

JPJ believes that Gamesys acquisition will help improve profits, cut costs, diversify its brand portfolio and offer a platform for international growth, including in the U.S. market.

'For shareholders, we expect the Acquisition to deliver earnings accretion in the first full financial year of ownership, while our employees will benefit from the combination of two companies with a strong commitment to responsible gaming and where the greater scale will further enhance our product development and technology capabilities,' Neil Goulden, executive chairman of JPJ, said.

In the first full year following the acquisition, the board of JPJ anticipates that it will accrue double-digit growth to its EPS and incur cost savings of 'single-digit millions' pounds. It expects the deal to reduce the company's accommodation costs, streamline its U.K. operations and cancel the internalization process.

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Additionally, the acquisition will help reduce JPJ's reliance on third-party providers.

JPJ was previously planning an operational partnership with Gamesys to support its acquisition of the latter's Jackpotjoy, Starspins and Botemania brands in 2015. The 'internalization' plan involved JPJ onboarding operational staff from Gamesys. The company said its plan to instead go ahead with a full merger ensures full strategic alignment, business continuity and minimization of execution risk.

'This is a strategically important transaction that adds scale and combines complementary capabilities as the competitive and regulatory environment continues to evolve,' Gamesys' Fenton said.

The total consideration comprises an initial £240 million in cash, another £10 million payable 30 months after the deal closes, and 33,653,846 JPJ shares worth nearly £240 million, calculated from a 30-day volume-weighted average price of 713 pence per ordinary share of £0.10 each. The acquisition represents an estimated multiple of 7.3x adjusted EBITDA for Gamesys for the 12 months ending December 2018, JPJ said.

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The transaction is expected to close in the third quarter of 2019, subject to JPJ shareholder approval, customary regulatory conditions and the reorganization of Gamesys Group.

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JPJ has agreed to pay Gamesys a break fee of £4.5 million if the merger agreement is terminated.

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To finance the deal, JPJ is raising £175 million through an additional term loan facility under its existing senior facilities agreement with Macquarie Corp. Holdings Pty. Ltd. (UK) and Nomura International PLC.