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Statement by the Board of Directors of LeoVegas in relation to the public offer from MGM

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The Board of Directors of LeoVegas unanimously recommends the shareholders of LeoVegas to accept the public offer from MGM of SEK 61 in cash per share.

This statement is made by the Board of Directors[1] of LeoVegas AB (publ) (the “Company” or “LeoVegas”) pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the “Takeover Rules”).

Background
MGM Casino Next Lion, LLC, a wholly owned indirect subsidiary of MGM Resorts International (“MGM”), has today announced a public offer to the shareholders of LeoVegas to transfer all of their shares in LeoVegas to MGM for a consideration of SEK 61 in cash per LeoVegas share (the “Offer”). The total value of the Offer corresponds to approximately SEK 5,957 million[2]. The price of SEK 61 per share in the Offer will not be increased.

The Offer represents a premium of:
·         approximately 44.1 per cent compared to the closing price of SEK 42.32 of LeoVegas shares on Nasdaq Stockholm on 29 April 2022, which was the last trading day prior to the announcement of the Offer;

·         approximately 57.6 per cent compared to the volume-weighted average trading price of SEK 38.70 of LeoVegas shares on Nasdaq Stockholm during the last 30 trading days prior to the announcement of the Offer; and

·         approximately 76.5 per cent compared to the volume-weighted average trading price of SEK 34.56 of LeoVegas shares on Nasdaq Stockholm during the last 180 trading days prior to the announcement of the Offer.

The acceptance period for the Offer is expected to commence on or around 3 June 2022 and expire on or around 30 August 2022.

Completion of the Offer is conditional upon, inter alia, that the Offer is accepted to such an extent that MGM becomes the owner of shares representing more than 90 per cent of the outstanding shares in LeoVegas (on a fully diluted basis), as well as all regulatory, governmental or similar clearances, approvals and decisions necessary to complete the Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in MGM’s opinion, are acceptable. MGM has reserved the right to waive the conditions for completion of the Offer. The Offer is not conditional upon financing. MGM has stated that it will not increase the price of SEK 61 in the Offer. By this statement, MGM cannot, in accordance with the Takeover Rules, increase the price in the Offer.

The Board of Directors of LeoVegas has given consent to MGM to offer a management incentive plan for certain key employees of LeoVegas and notes that MGM has obtained a statement from the Swedish Securities Council (Sw. Aktiemarknadsnämnden) confirming that the proposed incentive plan is compatible with the Takeover Rules (Ruling 2022:16).

The Board of Directors of LeoVegas has, at the written request of MGM, permitted MGM to carry out a due diligence review of LeoVegas in connection with the preparation of the Offer. With the exception of information that was subsequently included in LeoVegas’ Q1 report for 2022, MGM has not been provided with any inside information regarding LeoVegas in connection with the due diligence review.

MGM has obtained irrevocable undertakings to accept the Offer from the Company’s largest shareholder and Chief Executive Officer, Gustaf Hagman, and certain other shareholders[3]. Gustaf Hagman has undertaken to tender 8,050,000 shares (8.2 per cent of the outstanding shares in LeoVegas), and other shareholders have undertaken to tender a total of 6,909,281 shares in LeoVegas (7.1 per cent). Accordingly, irrevocable undertakings to accept the Offer from shareholders representing in total 14,959,281 shares (15.3 per cent) have been obtained. The irrevocable undertakings apply irrespective of whether a higher competing offer is made. The irrevocable undertakings will terminate if the Offer is not declared unconditional on or before 31 October 2022. In addition, Torsten Söderberg, who is also a Board member of LeoVegas, has stated that he is very supportive of the Offer. Torsten Söderberg and family owns 4,533,861 shares in LeoVegas (4.6 percent).

SEB Corporate Finance (“SEB”) is acting as financial adviser and Cederquist is acting as legal adviser to LeoVegas in connection with the Offer.

Process conducted by the Board of Directors
In parallel with other interested third parties contemplating public tender offers, MGM contacted LeoVegas in December 2021. The Board of Directors engaged SEB to lead the process of evaluating other parties’ interest for the Company. In February 2022, MGM submitted a non-binding offer letter to the Board of Directors of LeoVegas indicating an interest to pursue with a public offer subject to, inter alia, a satisfactory due diligence review and the Board of Directors of LeoVegas recommending the shareholders to accept the offer from MGM. The Board of Directors gave MGM permission to conduct a due diligence review. As instructed by the Board of Directors, SEB entertained parallel processes with other interested parties in the interest of creating maximum value for the shareholders in LeoVegas. Following further negotiations with the Board of Directors and SEB, MGM increased its non-binding offer, to a price level other interested parties could not match, in order to receive a recommendation from the Board of Directors.

The Board of Directors’ recommendation
In its evaluation of the Offer, the Board of Directors has taken a number of factors into account which the Board of Directors deems relevant. These factors include, but are not limited to, the Company’s present strategic and financial position and the Company’s expected potential future development and thereto related opportunities and risks.

The Board of Directors notes that the Offer represents a premium of approximately 44.1 per cent compared to the closing price of SEK 42.32 of the Company’s share on Nasdaq Stockholm on 29 April 2022, which was the last trading day before the announcement of the Offer, and a premium of approximately 57.6 per cent and 76.5 per cent respectively, compared to the volume-weighted average share price for the Company’s share on Nasdaq Stockholm during the last 30 and 180 trading days, respectively, prior to the announcement.

As noted above, LeoVegas has received several indications of interest or non-binding offers concerning a potential tender offer. MGM’s offer is, in the assessment of the LeoVegas Board of Directors, the superior offer from the perspective of the shareholders. The LeoVegas Board of Directors has investigated and considered market and industry trends, and certain strategic alternatives available to LeoVegas. Such alternatives included, but were not limited to, remaining an independent listed company with a possible listing in the USA. The LeoVegas Board of Directors has also considered the risks and uncertainties associated with such alternatives.

LeoVegas operates in an industry which is characterised by, inter alia, high innovation pace, new regulation and consolidation. In this context, the Board of Directors believes that the industrial logic and strategic fit between LeoVegas and MGM is attractive and should serve both the company and its employees well in the future.

The Board of Directors further notes that LeoVegas’ largest shareholder and Chief Executive Officer Gustaf Hagman and certain other shareholders, representing in aggregate 15.3 per cent of the outstanding shares and votes in the Company, have entered into undertakings to accept the Offer, subject to certain conditions, irrespective of whether a higher competing offer is made. In addition, Torsten Söderberg, who is also a Board member of LeoVegas and together with family owns 4.6 per cent of the outstanding shares, has stated that he is very supportive of the Offer.

As part of the Board of Directors’ evaluation of the Offer, the Board of Directors has engaged BDO to issue a so-called fairness opinion regarding the Offer, see Appendix 1. According to the fairness opinion, the Offer is fair to LeoVegas’ shareholders from a financial point of view (subject to the assumptions and considerations set out in the fairness opinion).

Under the Takeover Rules, the Board of Directors shall, based on the statements made by MGM in the Offer press release issued earlier today, present its opinion regarding the impact that the implementation of the Offer will have on LeoVegas, particularly in terms of employment, and its opinion regarding MGM’s strategic plans for LeoVegas and the effects it is anticipated that such plans will have on employment and on the places in which LeoVegas conducts its business. In this respect, the Board of Directors notes that MGM has stated that “MGM values the skills and talents of LeoVegas’ management and employees and intends to continue to safeguard the excellent relationship that LeoVegas has with its employees. Given MGM’s current knowledge of LeoVegas and in light of current market conditions, MGM does not intend to materially alter the operations of LeoVegas following the implementation of the Offer, subject, of course, to MGM’s continued regulatory review. There are currently no decisions on any material changes to LeoVegas’ or MGM’s employees and management or to the existing organization and operations, including the terms of employment and locations of the business”. The Board of Directors assumes that this description is correct and has no reason to take a different view in this respect.

Based on the above, the Board of Directors unanimously recommends the shareholders in LeoVegas to accept the Offer.
This statement shall in all respects be governed by and construed in accordance with Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

The information in the press release is information that LeoVegas is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CEST on 2 May 2022.


[1] The Board member Torsten Söderberg and the Company’s largest shareholder and Chief Executive Officer Gustaf Hagman have not participated in the Board’s evaluation of or discussions regarding the Offer due to conflict of interest.
[2] Based on 97,652,970 outstanding shares in LeoVegas, which excludes 4,000,000 treasury shares held by LeoVegas. In the event that LeoVegas should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.
[3] LOYS AG: 3,259,281 shares (3.3 per cent). Robin Ramm-Ericson: 2,250,000 shares (2.3 per cent). Pontus Hagnö: 1,000,000 shares (1.0 per cent). Gilston Invest AB: 400,000 shares (0.4 per cent).

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Springbok Casino’s Wild November Feature ‘Backyard Gangsters’ Offers 25 Free Spins on new Clue Chronicles: Mirror Mansion slot

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Unravel the murder mystery and get 25 Free Spins on Clue Chronicles: Mirror Mansion, a feature-packed slot!

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To celebrate these gang of wild characters, the leading South African online casino is offering all depositing players 25 free spins on the new RTG slot, Clue Chronicles: Mirror Mansion, until November 30th.

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Tiny Titans: The Insect Underbosses maintain order in the garden with their clever strategies and ruthless efficiency. For instance, the “Bees: the Buzzing Businessmen” and the “Butterflies: the Glamorous Gangsters” ensure that plants and flowers are pollinated, keeping the garden lush and vibrant.

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Springbok Casino provides customer service in English and Afrikaans, offering hundreds of slots and table games from Spin Logic, all played in rands. Games are playable on mobile devices or on your desktop as download, instant.

 

 

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Play’n GO celebrates multiple win at 5 Star Media Awards

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Play’n GO, the world’s leading casino entertainment provider, is today celebrating a five-award sweep in the coveted 5 Star Media Awards of 2024.  

The legendary games studio nabbed a second consecutive Slot Supplier of the Year award, as well as being named the RNG Casino Supplier of the Year. The company also secured three of 5 Star Media’s “Top 20” Awards for co-founder and CMO Ebba Arnred, Director of Business Development Stuart Trigwell, and Head of Brand and Communication, Andrew Pink. 

Play’n GO has enjoyed a landmark 2024, breaking new ground by entering the South African market, as well as expanding its US presence into what is now five states. 

Ebba Arnred, Co-Founder and Chief Marketing Officer at Play’n GO, commented “We’re always very pleased to have our work recognised at the various awards throughout the year, but to win five in one fell swoop is almost unprecedented. It’s very special to be awarded Slot Supplier of the Year for a second year in a row, and RNG Casino Supplier of the Year is another well-received feather in our cap. We would like to thank 5 Star Media and the entire judging panel, as well as our entire team here at Play’n GO, without whom these award wins simply wouldn’t happen. On a personal level, I’d also like to express gratitude for the individual recognition of a 5 Star “Top 20” Award.” 

Stuart Trigwell, Director of Business Development at Play’n GO, added “I’d like to express a sincere thank you to 5 Star Media for being recognised in their “Top 20” Awards. We do our work not for individual accolades but for the success of the entire business, so it’s great to see Play’n GO so well represented across the board.” 

Andrew Pink, Head of Brand and Communication at Play’n GO, said “Play’n GO’s driving ambition is to be the best entertainment supplier there is. Aside from producing some of the most played games and best loved characters in the world, that ambition is often realised by things largely unseen by those outside the company. It’s extremely gratifying for everyone at Play’n GO to be recognised as Slot Supplier of the Year. Next year may just be our biggest and best yet.” 

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Procedure to be followed by school clubs affiliating for the 2025 season

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Mind Sports South Africa (MSSA), founded in 1984, is the national federation for Board games, Card games, Esports, and Wargames.

MSSA promotes all  the different disciplines equally, although each school may pick-and-choose which discipline it wishes to promote at its school. Some schools will promote the whole gambit, while others will concentrate on only one discipline, and/or even just concentrate on one specific title.

The choice is ultimately up to the school.

The various games offer unique opportunities to many South African learners. Many learners have been able to earn Regional, Provincial, and National Colours which have allowed them to earn bursaries and obtain first-class educations.

MSSA has sent teams with full Protea Colours to international events since 1991 for wargames, 1996 for Morabaraba, 1997 for Checkers, and 2005 for Esports. Many members of the national teams have been scholars, and all have benefited from their involvement in the national Protea Team. 
With the above in mind the MSSA has streamlined the process for schools to affiliate to the MSSA.
 

There is still the option open for a school to start a full-blown sub-club on its premises, but bearing in mind the tight regulatory conditions under which accredited schools have to operate in the Republic, the MSSA no longer deems it necessary for a school to start a sub-club.

As long as the school club has the approval of the school, and has an Educator-in-Charge, a school may affiliate by merely completing the Application for Affiliation Form and submitting such to MSSA.

In order to affiliate, the completed Application for affiliation Form must be submitted to the MSSA.
 
Once the Board has approved a school’s affiliation, the school then needs to complete the Google Registration Page allocated to the school for the players and make payment.
 
All school members may participate in all events for which it qualifies. Such events include meetings, championships, courses, and so forth. 

Advantages of having a MSSA affiliated club: 
There are many advantages of having a MSSA affiliated club, such as:

  1. Being part of a community where your club has a real say in how things are done
  2. Being able to apply for National Lottery Funding – MSSA member clubs can apply for up to R800,000.00 in funding
  3. Being able to get assistance from your local government
  4. Experience increased media exposure of your events and your gamers
  5. Become part of the international community through the MSSA Registered players are able to become internationally recognised umpires, etc.
  6. Enable your gamers to take part in MSSA events, which may qualify them for Regional, Provincial, and National colours, overseas trips, and even sports bursaries at university.
MSSA’s Constitution
The Constitution forms the foundation of the MSSA. It guarantees members rights and governs the way that the MSSA operates. It can only be amended by a two-thirds majority at a Council Meeting. Please remember that Associations only have two (2) votes each, whereas member clubs have a representational vote, being:
  • Private clubsone vote per every five registered players, and
  • School clubs: one vote per every ten registered players.

MSSA’s General Regulations   
The General Regulations comprises of decisions made by both Council and Executive Committee Meetings. The General Regulations deals with how sub-committees operate as well as to how teams are selected and development funding is distributed.   Please refer to Schedule 10.12 in regard to the rights of clubs in hosting events.

MSSA’s Discipline Specific Regulations   

The Discipline Specific Regulations deal with rules concerning the different disciplines. The Disciplines that the MSSA caters for are; Board Gaming, Card gaming, Esports, and Figure Gaming.

Application for Affiliation form   
When a club applies for membership, the applicant club must complete such form and return the same to the MSSA.
Fee note for 2025
The fee note details the Affiliation Fees and Registration fees that are payable.

Player Registration Form   

The Player Registration Form needs to be completed by every player that is a member of a club and intends to participate in MSSA affairs.

MSSA’s Letter of Undertaking   
The Letter of Undertaking is for all registered players who sit on any MSSA committee.

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