TORONTO, June 13, 2018 /CNW/ - The Stars Group Inc.
(Nasdaq: TSG; TSX: TSGI) today announced that it has been served
with a Notice of Application filed by Polar Multi-Strategy Master
Fund (and certain affiliated funds) and Verition Canada Master Fund
Ltd. (together, the "Applicants") in the Ontario Superior Court of
Justice in respect of The Stars Group's pending mandatory
conversion of all of its outstanding convertible preferred shares
pursuant to their terms.
The Notice of Application seeks, among other things, a
declaration of the Court that the Liquidity Condition (as defined
in the preferred share terms) required for the mandatory conversion
be based on the trading volume of The Stars Group's common shares
solely on the Toronto Stock Exchange, as opposed to including
trading volume from the Nasdaq Stock Market or any other exchange
or trading platform.
The Stars Group disputes these claims and believes that the
Liquidity Condition has been met. The Liquidity Condition
requires the average daily volume on any 20 Trading Days (as
defined in the preferred share terms) (whether or not consecutive)
in a 30-consecutive Trading Day period to be at least 1.75 million
common shares. The Stars Group's common shares are cross-listed on
Nasdaq as a result of a requirement in the preferred share terms
to, within 15 months from the date of issuance of the preferred
shares in August 2014, obtain and
maintain a second listing on either Nasdaq, the New York Stock
Exchange or London Stock Exchange.
The Stars Group announced on June 5,
2018 its intention to convert the preferred shares into
common shares of The Stars Group effective at the close of business
on July 18, 2018 (the "Conversion
Date") as a result of meeting the applicable price and liquidity
conditions required by the preferred share terms. The Applicants
have indicated that they hold in the aggregate 221,724 (or
approximately 11.7 million common shares upon conversion on the
Conversion Date) of the 1,138,978 currently issued and outstanding
preferred shares.
The Stars Group anticipates that the Notice of Application will
be heard by the Court on July 13,
prior to the Conversion Date.
About The Stars Group
The Stars Group is a leading provider of technology-based
product offerings in the global gaming and interactive
entertainment industries. The Stars Group directly or indirectly,
including through its Stars Interactive Group division, owns gaming
and related consumer businesses and brands, such as PokerStars,
PokerStars Casino, BetStars, Full Tilt, and the PokerStars Players
No Limit Hold'em Championship, European Poker Tour, PokerStars
Caribbean Adventure, Latin American Poker Tour, Asia Pacific Poker
Tour, PokerStars Festival and PokerStars MEGASTACK live poker tour
and event brands. These brands together have millions of registered
customers globally and collectively form the largest poker business
in the world, comprising online poker games and tournaments,
sponsored live poker competitions, marketing arrangements for
branded poker rooms in popular casinos in major cities around the
world, and poker programming and content created for television and
online audiences. The Stars Group, through certain of these and
other brands, also offers non-poker gaming products, including
casino and sportsbook. The Stars Group, through certain of its
subsidiaries, is licensed or approved to offer, or offers under
third party licenses or approvals, its product offerings in various
jurisdictions throughout the world, including in Europe, both within and outside of the
European Union, Australia, the
Americas and elsewhere. In particular, PokerStars is the world's
most licensed online gaming brand, holding licenses or related
operating approvals in 17 jurisdictions.
Cautionary Note Regarding Forward Looking Statements and
Other Information
This news release may contain forward-looking statements and
information within the meaning of applicable securities laws,
including, without limitation, the expected conversion of The Stars
Group's convertible preferred shares into common shares as set
forth above. Forward-looking statements can, but may not always, be
identified by the use of words such as "anticipate", "plan",
"continue", "estimate", "expect", "may", "will", "intend", "could",
"might", "would", "should", "believe", and similar references to
future periods or the negatives of these words and expressions.
These statements are based on management's current expectations and
are subject to a number of risks, uncertainties, and assumptions,
including litigation risk, market and economic conditions,
business prospects or opportunities, future plans and strategies,
projections, anticipated events and trends and regulatory changes
that affect The Stars Group, its subsidiaries, and its and their
respective customers and industries. There can be no assurance that
actual results will not differ materially from those expressed or
implied in forward-looking statements. Undue reliance should not be
placed on forward-looking statements. Please refer to The Stars
Group's most recent annual information form and annual and interim
financial statements and management's discussion and analysis for
more information about the factors, assumptions and risks that may
apply to The Stars Group's forward-looking statements. Each
forward-looking statement speaks only as of the date hereof, and
The Stars Group undertakes no obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
View original
content:http://www.prnewswire.com/news-releases/the-stars-group-announces-receipt-of-notice-of-application-related-to-pending-conversion-of-convertible-preferred-shares-300666089.html
SOURCE The Stars Group Inc.