Gamesys Group Limited
Headnote
Application for an order that the issuer is not a reporting issuer under applicable securities laws -- requested relief granted.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(10)(a)(ii).
July 19, 2022
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO (the Jurisdiction) AND IN THE MATTER OF THE PROCESS FOR CEASE TO BE A REPORTING ISSUER APPLICATIONS AND IN THE MATTER OF GAMESYS GROUP LIMITED (the Filer)
ORDER
Background
The principal regulator in the Jurisdiction has received an application from the Filer for an order under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the Filer has ceased to be a reporting issuer in all jurisdictions of Canada in which it is a reporting issuer (the Order Sought).
Under the Process for Cease to be a Reporting Issuer Applications (for a passport application):
(a) the Ontario Securities Commission (the Principal Regulator) is the principal regulator for this application, and
(b) the Filer has provided notice that subsection 4C.5(1) of Multilateral Instrument 11- 102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Quebec and New Brunswick.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this order, unless otherwise defined.
Representations
This order is based on the following facts represented by the Filer:
1. The Filer is a private limited company incorporated under the laws of England and Wales.
2. The Filer is a reporting issuer in the provinces of Ontario, British Columbia, Alberta, Quebec and New Brunswick.
3. The Filer's Canadian head office is located at 20 Duncan Street, Toronto, Ontario M5H 3G8, and the Principal Regulator is the Canadian securities regulatory authority with which the Filer has the most significant connection.
4. On April 13, 2021, Bally's Corporation and its wholly-owned subsidiary, Premier Entertainment Sub, LLC (the Bally's Purchaser), announced, pursuant to Rule 2.7 of the United Kingdom City Code on Takeovers and Mergers, the terms of an offer to acquire the entire issued and outstanding share capital of the Filer by means of a scheme of arrangement under Part 26 of the Companies Act (U.K.) (the Arrangement).
5. The Arrangement was approved at a meeting of shareholders of Gamesys on June 30, 2021.
6. The Arrangement became effective on October 1, 2021 and the Bally's Purchaser became the sole securityholder of the Filer and no other securities of the Filer are outstanding, including debt securities.
7. The shares of Gamesys ceased trading on the London Stock Exchange's main market for listed securities on October 4, 2021.
8. The Filer is not an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
9. The outstanding securities of the Filer, including debt securities, are beneficially owned, directly or indirectly, by fewer than 15 securityholders in each of the jurisdictions of Canada and fewer than 51 securityholders in total worldwide.
10. No securities of the Filer, including debt securities, are traded in Canada or another country on a "marketplace" as defined in National Instrument 21-101 Marketplace Operation or any other facility for bringing together buyers and sellers of securities where trading data is publicly reported.
11. The Filer is applying for an order that the Filer has ceased to be a reporting issuer in all of the jurisdictions of Canada in which it is a reporting issuer.
12. The Filer, upon granting of the Order Sought, will no longer be a reporting issuer in any jurisdiction of Canada.
13. The Filer has no intention to seek public financing by way of an offering of securities.
14. The Filer is not in default of securities legislation in any jurisdiction other than in respect of its continuous disclosure filing obligations as a designated foreign issuer arising on or after October 1, 2021 pursuant to National Instrument 71-102 Continuous Disclosure And Other Exemptions Relating to Foreign Issuers (collectively, the Filings).
15. The requirements to file the Filings did not arise until after the completion of the Arrangement.
16. The Filer is not eligible to use the simplified procedure under National Policy 11-206 Process for Cease to be a Reporting Issuer Applications (NP 11-206) as it is in default for failure to file the Filings.
17. But for the fact that the Filer is in default for failure to file the Filings, the Filer would be eligible for the "simplified procedure" under NP 11-206.
Order
The Principal Regulator is satisfied that the order meets the test set out in the Legislation for the Principal Regulator to make the order.
The decision of the Principal Regulator under the Legislation is that the Order Sought is granted.
"Michael Balter"
Manager, Corporate Finance
Ontario Securities Commission
OSC File #: 2021/0640