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GAN UK Scheme of Arrangement Update

17 April, 2020
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW
                                                                                                                        April 16, 2020
GAN plc

London | April 16, 2020: GAN plc (“GAN”), an award-winning developer and supplier of enterprise-level B2B Internet gambling software, services and online gaming content in the United States, today announces further details in relation to the court sanction hearing due to take place on April 22, 2020, in connection with the proposed redomiciling of the Company to Bermuda, as previously disclosed on March 3, 2020 (“Scheme”).

Attending the court sanction hearing remotely

Due to the COVID-19 outbreak, it is expected that the court sanction hearing to sanction the Scheme will be held remotely on April 22, 2020. Should any Scheme Shareholders wish to attend and/or speak at the hearing, please contact [email protected] no later than 5.00 p.m. British Summer Time on Monday, April 20, 2020, stating your name and address, the name and address of the registered holder of your shares, the number of shares you hold and confirming that you wish to attend the court hearing remotely. We will use our reasonable endeavours to arrange for any Scheme Shareholders wishing to attend the hearing remotely to do so. We may need further information from Scheme Shareholders who contact us in this regard to allow them to attend the hearing remotely (such as a Skype username) so if you contact us please check your emails for further information. Please note that we may not know in advance of the court sanction hearing what time the hearing will commence, as it will depend on the Court’s schedule on the day, but we will provide as much detail as we can in advance. Please note that (a) we cannot guarantee that we will be able to accommodate attendance of Scheme Shareholders at the hearing remotely; and (b) we are unable to accommodate attendance at the hearing for any person who is not either a Scheme Shareholder or the beneficial holder of Scheme Shares.

Proposed extension of Longstop Date

In order to complete the NASDAQ Listing, the Company requires a single regulatory approval and consent relating to, inter alia, the change of control of the Group as a result of the reorganization consequent to the Scheme and admission of the Company’s shares to trading on NASDAQ. Whilst the Company currently expects that this approval will be provided in good time ahead of the current Longstop Date (as defined in the scheme document despatched to Scheme Shareholders on March 13, 2020) of April 30, 2020, there remains a theoretical risk that there could be a minor delay in obtaining the regulatory consent resulting from the current COVID-19 pandemic and, accordingly, the Company is seeking an extension to the Longstop Date to May 14, 2020, to accommodate any risk resulting from this.

No offer to sell or buy

This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

About GAN plc

GAN is a leading business-to-business (“B2B”) supplier of internet gambling software-as-a-service solutions (“SaaS”) to the US land-based casino industry. GAN UK has developed a proprietary internet gambling enterprise software system, GameSTACK™, which it licenses principally to land-based US casino operators as a turnkey technology solution for regulated real-money internet gambling, encompassing internet gaming, internet sports gaming and virtual Simulated Gaming.
GAN plc is presently listed on the London Stock Exchange (LSE: GAN).
For more information please visit www.GAN.com.
 
For further information please contact: 
 
GAN US Investors: The Equity Group
Jack Wielebinski Adam Prior
Head of Investor Relations [email protected]
+1 214 799 4660 212.371.8660
[email protected]  
Carolyne Sohn
[email protected]
415.568.2255
 
  UK & Ireland Investors: Newgate Communications
  Adam Lloyd
Giles Croot
  [email protected]
  +44 (0) 20 3757 6880
 
  Davy (Nominated Adviser and Joint Broker)  
  John Frain / Barry Murphy  
  +353 1 679 6363  
   
Liberum (Joint Broker)
 
  Neil Patel / Cameron Duncan  
  +44 (0) 20 3100 2000  
 
 Forward-Looking Statements
This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which GAN UK operates to differ materially from the impression created by these forward-looking statements. GAN UK does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
 

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