GAN Proposed Equity Subscription of £7.5m to US investors

May 21, 2018

Substantial increase in capital to consolidate US market position

LONDON & DUBLIN--(BUSINESS WIRE)-- GAN plc (“GAN” or the “Company”), an award-winning developer and supplier of enterprise-level B2B Internet gaming software, services and online gaming content in the United States, today announces that it has conditionally raised £7,500,000 (before expenses) through an over- subscribed Subscription of 15,000,000 new ordinary shares of £0.01 each per share (“Ordinary Shares”) at an issue price of 50p per Ordinary Share (“Subscription Shares”) by US institutional shareholders (the “Subscription”). The Subscription Shares will represent 17.6 per cent. (approximately) of the enlarged issued share capital of GAN.

The Company plans to use the net proceeds of the Subscription to substantially increase GAN’s software engineering resources to better serve existing major US clients’ services such as the Overseas Internet Casino, launch new US clients and new services in the US in anticipation of Internet sports betting following the US Supreme Court’s decision to lift the Federal Ban on sports betting delivered on May 14, 2018. Proceeds from the Subscription will also be used to repay in full the £2,001,483 9% Convertible Unsecured Loan Notes 2022 issued by GAN in April 2017, in order to strengthen the Company's balance sheet, it thereby being debt-free and capitalized to levels the Directors of GAN believe are reasonably required to serve major multi-property and multi-State casino groups in the US. Increases in software engineering resources will also take place substantially in GAN’s existing offices in Sofia, Bulgaria where GAN has operated an engineering facility since 2016.

The Subscription is conditional upon the receipt of approval by shareholders in General Meeting ("GM") and upon admission of the Subscription Shares to trading on AIM and the ESM. Notice convening the GM containing full details of the Subscription and all applicable time periods will be sent to Shareholders and announced as soon as is practicable following this announcement. The Subscription Shares will rank pari passu with the existing Ordinary Shares and, subject to the receipt of shareholder approval at the GM, application will be made to the London Stock Exchange and the Irish Stock Exchange, trading as Euronext Dublin, for the Subscription Shares to be admitted to trading on AIM and the ESM respectively. Upon completion of the Subscription, GAN’s enlarged issued share capital will consist of 85,051,924 Ordinary Shares.

Management Commentary

Dermot Smurfit, CEO of GAN commented:

“This strategic capital raising exercise positions GAN to consolidate its US market position and capture substantial incremental revenue opportunities available resulting from both Internet gaming and sports betting regulation in New Jersey, Pennsylvania and other US States expected to regulate Internet gambling in the near future.”

This announcement contains inside information as defined in EU Regulation No. 596/2014 and is in accordance with the Company's obligations under Article 17 of that Regulation.

GAN | Overview

GAN is a leading B2B supplier of Internet gaming enterprise software-as-a-service solutions to the US land-based casino Industry. GAN is listed on the ESM, the market of the Irish Stock Exchange (Euronext Dublin) under the ticker GAME and on AIM, the market of the London Stock Exchange, under the ticker: GAN.

The Company has developed an Internet gaming enterprise software system, GameSTACK™, which it licenses principally to land-based US casino operators as a turnkey technology solution for both regulated real-money and/or virtual Simulated Gaming. GAN has fourteen (14) casino operators as clients of Simulated Gaming coast-to-coast across the US and Internationally; two (2) clients of real money Regulated Gaming in New Jersey; one (1) client of real money Regulated Gaming in Pennsylvania and ten (10) clients of real money Regulated Gaming in Europe.

The Internet Gaming System, developed in London under a UK Gambling Commission license, is certified to the highest technical standards currently required by gaming regulators. In January 2018 GAN announced a strategic partnership with SBTECH, a leading European B2B sports betting technology provider. In April 2017 GAN was granted a Casino Service Industry Enterprise license by the New Jersey Division of Gaming Enforcement being GAN’s first privileged gaming license in the United States. In May 2018, the US Supreme Court repealed PASPA and GAN confirmed the H2 launch of sports betting for US clients integrated into GAN’s enterprise software platform.

This Announcement should be read in its entirety. In particular, investors should read and understand the information provided in the "Important Notices" section of this Announcement.

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Important Notices

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as Nominated Adviser and ESM adviser to the Company in connection with the matters described in this announcement. Davy is acting exclusively for the Company in connection with arrangements described in this announcement and is not acting for any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for advising any other person on the arrangements described in this announcement. Davy has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Davy for the accuracy of any information or opinion contained in this announcement or for the omission of any information.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction into which the publication or distribution would be unlawful.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the directors ("Directors") of the Company concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. These forward-looking statements speak only as at the date of this announcement. Save as required by applicable law or regulation, none of the Company, its agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in the Directors' expectations or to reflect events, conditions or circumstances after the date of this announcement or otherwise.

No statement in this announcement is intended to be a profit forecast, and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Davy, The Equity Group or Walbrook PR or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Subscription Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as define in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Subscription Shares may decline and investors could lose all or part of their investment; the Subscription Shares offer no guaranteed income and no capital protection; and an investment in the Subscription Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Subscription. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability of appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Subscription Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Subscription Shares and determining appropriate distribution channels.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in or forms part of this announcement.

Dermot Smurfit
Chief Executive Officer
+44 (0) 20 7292 6262
[email protected]
(Nominated Adviser and ESM Adviser)
John Frain / Barry Murphy
+353 1 679 6363
The Equity Group
Adam Prior
[email protected]
+1 212.371.8660
Walbrook PR
Paul Cornelius
[email protected]
+44 20 7933 8780

Source: GAN