NeoGames SA on 17 January 2022one Announces a proposed IPO to shareholders of Aspire Global plc2 Auction all of its shares in Aspire Global to NeoGames for a consideration consisting of a combination of cash and newly issued shares in NeoGames in the form of Swedish custody receipts (“Offer”).
In NeoGames’ opinion, regulatory approvals have been obtained from both the Gibraltar Gambling Commission and the North Macedonia Competition Authority, and Aspire Global has retained its licenses. This condition for the completion of the offer is thus met.
Accelerating and acquiring options
Completion of the Offer also allows Aspire Global to decide to accelerate existing incentive programs in Aspire Global prior to the expiry of the acceptance period in the Offer, and all outstanding options, as well as other warrants/options issued by Aspire Global, are converted into new shares in Aspire Global and become Aspire Global’s options. A maximum of 828,094 new shares are created. Aspire Global has decided to accelerate undeserved options in Aspire Global, which, along with all the other outstanding options in Aspire Global, can be converted into no more than 809,264 new shares.
With the approval of Aspire Global’s independent bidding committee, NeoGames has signed option purchase agreements with 53 employees and consultants, who hold all outstanding options in total under Aspire Global’s various incentive programs. Purchase agreements were subject to unconditional disclosure of the Offer. All options remain unapplied. The purchase price of the options corresponds to the value they would have received if they exercised the options and tendered the core shares in Aspire Global in the Offer (SEK 111.00 in cash or 0.320 shares in NeoGames in the form of Swedish custody receipts). Per share in Aspire Global pursuant to the Base Case Alternative and Mix and Match Facility as defined in the offer announcement published by NeoGames on January 17, 2022;Offer Announcement”). As a result, NeoGames has provided fair treatment to option holders on Aspire Global outside of the Offer.
If all acquired options are exercised and converted into new shares in Aspire Global, they will, fully diluted, represent 1.67% of the total number of shares in Aspire Global.3 With the foregoing in mind, NeoGames agrees to fulfill the completion requirement of Aspire Global’s accelerating options under various option programs.
Result of the Offer; Offer declared unconditionally
At the end of the acceptance period on May 25, 2022, and including late but approved acceptances, a total of 45,860,537 Aspire Global shares were tendered, corresponding to 98.25 percent of undiluted shares and votes in Aspire Global. . Shareholders holding 13,431,065 shares accepted the Base Case Alternative with a maximum cash component within the scope of the Mix & Match Facility, and the Base Case Alternative with a maximum share component under the Mix & Match Facility, shareholders holding 55,055 shares accepted the Base Case Alternative with 1,131,807 shares. Base Case Alternative and shareholders holding 31,242,610 shares not selected under the Mix and Match Facility4 He accepted the Conditional Alternative.
In the event that options purchased by NeoGames are exercised, NeoGames will control 46,664,516 shares in Aspire Global together with the tendered shares, representing 98.27 percent of the shares and votes in Aspire Global in fully diluted form.
A minimum acceptance level requirement of 90 percent has been met, given that the offer has been accepted to the extent that NeoGames becomes the owner of shares representing at least 90 percent of the total outstanding number of shares outstanding in Aspire Global. Accordingly, and all other completion conditions are met, the Offer is declared unconditional in all respects and NeoGames will complete the purchase of Aspire Global shares tendered in the Offer.
Exchange of Aspire Global shares auctioned in the Offer under the original acceptance period will begin on or approximately June 14, 2022 to allow for simultaneous exchange for newly issued shares in cash and/or Swedish deposit slips in NeoGames.
Squeezing and removing from the list
NeoGames will initiate the mandatory purchase of remaining shares in Aspire Global and recommend that Aspire Global’s board apply for Aspire Global’s removal from the Nasdaq First North Premier Growth Market.
Extension of the acceptance period
To provide the remaining Aspire Global shareholders with an opportunity to accept the Offer, NeoGames has decided to extend the acceptance period of the Offer until 17:00 CEST on 14 June 2022. Aspire Global shareholders who accept the Offer during the extension of the Acceptance period will receive the Base Case Alternative consisting of 50 percent cash and 50 percent NeoGames shares in the form of Swedish custody receipts, as defined in the Offer Announcement. For shares tendered during the acceptance period extension, settlement is expected to begin on or around June 30, 2022. After that, the acceptance period will not be extended any further and late admissions will not be accepted. As the Offer is now unconditional, Aspire Global shareholders who have accepted the Offer during the extension of the acceptance period are not entitled to withdraw their acceptance.