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Notice of Kambi Group Plc Extraordinary General Meeting 2022

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In terms of Articles 41 and 42 of the Articles of Association of the Company
NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Thursday 30 June 2022 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.

Right to attendance and voting

  • To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Thursday 9 June 2022.
  • Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Thursday 9 June 2022. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.
  • To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Thursday 9 June 2022 and can do so by (i) e-mail to Generalmeetingservice@euroclear. com or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Shareholders’ right to appoint a proxy

  • A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.
  • Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).
  • Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.
  • The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Thursday 9 June 2022 by (i) e-mail to Generalmeetingservice@euroclear .com or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.
  • Proxy forms are available on the Company website  under the General Meetings section.
  • Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at Mia.Nordlander@kambi .com not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid.

Agenda

1. Opening of the Meeting

2. Election of Chairman of the Meeting

3. Drawing up and approval of the voting list

4. Approval of the Agenda

5. Determination that the Meeting has been duly convened

6. Election of two persons to approve the minutes

Special Business (Extraordinary Resolutions)

7. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,106,480 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2022 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution a)

8. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 30 March 2022, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and

(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.

NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:

(a) the maximum number of shares that may be so acquired is 3,106,480 which is equivalent to 10% of total shares as at the date of the notice to the 2022 Annual General Meeting;

(b) the minimum price that may be paid for the shares is SEK1 per share;

(c) the maximum price that may be paid for the shares is SEK1,000 per share;

(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution a and, ii) bought back under this Resolution b, shall not exceed 3,106,480; and

(e) the authority conferred by this resolution shall expire on the date of the 2023 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution b)

9. Closing of the Extraordinary General Meeting


Information about proposals related to Agenda items

Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 17 May, 2022 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.

Agenda item 7 (Resolution a)
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.

Agenda item 8 (Resolution b)
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.

Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.

If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.

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DreamPlay consolidates its status as a global player in the iGaming industry and opens an office and campus in Cyprus

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DreamPlay’s ambitions go far beyond simple game development. With a new office in Limassol, the international iGaming solutions provider is expanding its presence in Europe and laying the foundations for a new philosophy of the iGaming business.

The location in Limassol was not chosen by chance – Cyprus has long become the European center of iGaming. It is here that key market players, large operators and financial structures supporting the industry are concentrated. And the high concentration of technology and talented developers allows DreamPlay to form its own ecosystem of talent.

If in the 2010s Cyprus became a hub for classic iGaming operators, today it is a point of attraction for technology companies that are betting on metaverses and the integration of games into a wider digital ecosystem. DreamPlay is one of those shaping this trend.

Google-style campus for game development talents

The DreamPlay office and campus in Limassol are part of the company’s international network of corporate campuses. Similar hubs already operate in Thailand, Bali, Peru, the UAE and Poland. They offer employees comfortable working conditions and the ability to move between locations, accommodation, meals, legal support for stays in different countries. And all this is at the expense of the company. -And the flexible work format and 4-day work week in the company helps DreamPlay talents maintain a healthy work-life balance. It’s all about well-established business processes and taking care of the team.

It’s nice to know that you can come to the country, and there is a Dream Campus where friends, like-minded people and someone who can simply take care of you are waiting for you. They will meet you at the airport, give you a tour, accompany you on medical or legal issues. It’s all part of the team.

“iGaming is an industry of emotions. Therefore, the people who create it should work where they feel best. Therefore, in our campuses we create an environment where the team can feel maximum freedom for creativity, focus on creating new breakthrough products. And not be distracted by everyday issues. And we are sure that this gives us a strategic advantage, because we are sure that our employees have received better conditions than their colleagues in other companies. Comfort, flexibility and freedom are part of our global philosophy of DreamPlay,” shares DreamPlay CEO Alex Tkach.

 

What does this mean for the market?

Opening a DreamPlay office in Cyprus is a wise decision, as the company is preparing to enter new markets and partner with the largest iGaming players. It is also a signal to the entire market that the company is moving into the league of global players who dictate trends, rather than following them.

If today Cyprus is another platform for international expansion, then tomorrow DreamPlay may turn into one of the first technology companies in iGaming, operating on the principle of large IT holdings.

And this is where the main intrigue lies: will DreamPlay become the one who fundamentally rethinks the very nature of the industry?

The post DreamPlay consolidates its status as a global player in the iGaming industry and opens an office and campus in Cyprus appeared first on European Gaming Industry News.

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International Game Technology PLC

IGT Wheel of Fortune Video Poker Makes Global Debut at Downtown Grand Hotel & Casino in Las Vegas

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International Game Technology PLC announced that it recently introduced its much-anticipated Wheel of Fortune Video Poker game in the world’s most prolific video poker market: Las Vegas, Nev. Guests of Downtown Grand Hotel & Casino (Downtown Grand) in Downtown Las Vegas became the first players in the world to enjoy legendary IGT multi-hand video poker paired with the puzzle-solving, wheel-spinning fun of Wheel of Fortune via IGT’s Wheel of Fortune Video Poker game.

“Becoming the first casino in the world to offer IGT’s Wheel of Fortune Video Poker was an exciting moment for Downtown Grand and one that generated palpable buzz and significant play on our gaming floor. For decades, our players have enjoyed IGT video poker and Wheel of Fortune slots, so combining the DNA of those two products to create something new is an exciting proposition for our players,” said Rick Coltor, Slots Manager at the Downtown Grand Las Vegas.

“Launching IGT Wheel of Fortune Video Poker in Las Vegas, the world’s largest video poker market, marked another important milestone in the rollout of our expanded Wheel of Fortune games portfolio. Our Wheel of Fortune Video Poker game delivers an ideal blend of proven multi-hand poker, jackpot excitement and the signature elements of Wheel of Fortune games that have propelled the theme’s success for more than 25 years,” said Nick Khin, IGT President, Global Gaming.

IGT’s Wheel of Fortune Video Poker is currently available on the CrystalCurve cabinet. Wheel of Fortune Video Poker incorporates the franchise’s famous puzzle-solving features and the iconic “Wheel Bonus” that has had players chanting “WHEEL-OF-FORTUNE!” for decades. The multi-hand poker game is available in triple-play, five-play and ten-play configurations and can award players 30,000, 50,000 or 100,000 credits, respectively, for a dealt royal flush.

The post IGT Wheel of Fortune Video Poker Makes Global Debut at Downtown Grand Hotel & Casino in Las Vegas appeared first on Gaming and Gambling Industry in the Americas.

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Frank Arthofer

MLB Players Sign Licensing Agreement with PENN Entertainment

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MLB Players Inc., a commercial affiliate of the Major League Baseball Players Association, and OneTeam Partners announced they’ve reached a licensing agreement with PENN Entertainment.

The agreement designates PENN’s sports betting platforms – ESPN BET in the U.S. and theScore BET in Canada – as Officially Licensed Sportsbooks of MLBPI.

PENN now has the rights to use MLB player names, images and likenesses on its sports betting platforms, marketing assets and promotional campaigns.

The deal also includes PENN’s retail sportsbook operations (32 retail sportsbooks at its casino properties, including 19 under the ESPN BET brand).

Last fall, FanDuel and MLBPI reached a similar licensing agreement after the MLB players’ union sued FanDuel and Underdog Fantasy in New York Supreme Court, accusing them of using the names and likeness of ballplayers on their players without permission.

”As baseball season gets underway, we’re excited to offer fans an enhanced betting experience that includes player likenesses, expanded wagering options and a more dynamic product. Partnering with MLB Players Inc. strengthens our connection to the league and its star players and creates additional opportunities to engage fans throughout the season,” said Jason Birney, Vice President of Operations at PENN Interactive.

OneTeam Partners specializes in commercializing group licensing rights for professional athlates, and is a joint venture between the NFL Players Association, MLB Players Association, Women’s National Basketball Players Association, MLS Players Association, and U.S. Women’s National Team Players Association.

“By integrating MLB player rights into PENN Entertainment’s platforms, this partnership brings fans closer to the game while unlocking new business opportunities in sports betting. It highlights the growing influence of players in shaping premium, fan-focused betting experiences while enhancing player NIL rights and widening distribution,” said Frank Arthofer, President of OneTeam Partners.

The post MLB Players Sign Licensing Agreement with PENN Entertainment appeared first on Gaming and Gambling Industry in the Americas.

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