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Placing Update and Result of General Meeting

8 April, 2016
Placing Update and Result of General Meeting
 
On 21 March 2016, GAN announced that it had raised gross proceeds of approximately £3.1 million by way of a placing of a total of 11,069,326 new Ordinary Shares at a Placing Price of 28 pence per Placing Share (the “Placing”).

The Company has reviewed its ongoing working capital requirements and believes that a reduced amount will be sufficient for its present requirements and will result in lower dilution for non-participating shareholders. The Placing has been adjusted to a conditional raise of gross proceeds of approximately £2.6 million, by way of the issue of 9,331,888 Placing Shares at the Placing Price of 28 pence per Placing Share (the “Revised Placing”).

The Company plans to use the net proceeds from the Revised Placing in the same manner as previously indicated; to continue expansion of real-money Regulated Gaming and Simulated GamingTM opportunities in the US and for working capital and general business development purposes.

The Revised Placing remains conditional upon Admission. Applications have been made for 9,331,888 Placing Shares to be admitted to trading on AIM and the ESM and it is expected that dealings in these shares will commence on 8 April 2016. The Enlarged Issued Share Capital will be 65,301,924 ordinary shares of £0.01 each.

Result of General Meeting
On 22 March 2016 the Company posted a Circular to shareholders convening a General Meeting to approve the Placing. The Placing was conditional upon, amongst other things, the approval by Shareholders of all of the Resolutions at the General Meeting, the Placing Agreement not having been terminated in accordance with its terms and upon Admission becoming effective. The Revised Placing is conditional on the approval of the same Resolutions

The General Meeting took place at 10.00 a.m. today at the offices of Addleshaw Goddard LLP, Milton Gate, Chiswell, Street, London, EC1Y 4AG, and the Board of GAN is pleased to announce that all of the Resolutions proposed at the General Meeting were duly passed.

The full text of each resolution was included in the Notice of General Meeting of the Company circulated to Shareholders on 22 March 2016 and made available on the Company's website www.gan.com.
Votes were received from Shareholders in advance of the General Meeting were as follows:
 
  Detail Votes For Votes Against Total       
Votes
Votes
Withheld 1
No. % No. %    
1 Ordinary Resolutions
 
Authority to allot shares
32,169,586 100% 0 0% 32,169,586 0
2 Special Resolutions
 
Disapplication of pre-emption rights
32,169,586 100% 0 0% 32,169,586 0
 
1. A vote withheld is not a vote in law and therefore is not counted in the calculation of the proportion of votes for or against the resolution.
Director Participation
 
The participation of certain directors of the Company who have taken up Placing Shares at the Placing Price has not changed, and their updated percentage holdings following Admission is as follows:
Director
Ordinary Shares
held at date of
this document
Placing Shares subscribed for
Resulting holding after Admission
Percentage of
Enlarged
Issued Share
Capital
Dermot S Smurfit..................................... 7,475,075 1,071,429 8,546,504 13.09%
David O’Reilly......................................... 2,363,812 357,143 2,720,955 4.17%
Roger Kendrick....................................... 2,085,250(1) 428,571 2,513,821 3.85%
Michael Smurfit Jr................................... 1,068,564 139,607 1,208,171 1.85%
Seamus McGill........................................ - 71,429 71,429 0.11%
 
(1) Includes Ordinary Shares registered in the name of Britania Limited, a company controlled by Roger Kendrick and in which he is beneficially interest in 80 per cent. of Britania Limited’s holding of Ordinary Shares of the Company.
 
Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the Circular.

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