Connect with us

Latest News

Notice of Kambi Group Plc Extraordinary General Meeting 2022

Published

on

Reading Time: 6 minutes

 

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.

Continue Reading
Advertisement

Latest News

Stake unveils new Stake Engine: Build. Launch. Earn. The Engine Is Yours

Published

on

stake-unveils-new-stake-engine:-build-launch-earn.-the-engine-is-yours
Reading Time: 3 minutes

 

Stake, the world’s largest online casino, today announced the launch of Stake Engine — a next-generation Remote Gaming Server (RGS) built to give developers the tools, infrastructure, and audience they need to succeed on their terms.

Backed by the technology behind 300 billion bets and a global community of over 20 million players, Stake Engine offers an instant path to revenue with full end-to-end game development tools and the most developer-friendly commercial model in iGaming: 10% GGR (Gross Gaming Revenue), paid monthly.

Whether you’re an indie creator or a full-scale studio, Stake Engine offers everything you need to build, deploy, and grow games on your terms.

Studios are already winning.
Over the past 12 months, games built on Stake Engine have generated $3.31 billion in turnover. In the most recent quarter, three titles ranked among Stake’s top 50 games by total bets: Massive Studio’s Jawsome at #17, Serpentina at #23, and Twist’s Samurai Dogs Unleashed at #25.

Who can build?
Any developer. From math devs and indie studios to full-stack teams, if you can design and deliver engaging games, you’re welcome here.

What can you build?
Anything your imagination allows. Slots, wheel mechanics, card-based logic, original IP, Stake Engine has no templates, no restrictions, and no gatekeeping. If it plays well and meets our standards, you can build it, launch it, and own it.

Why build on Stake Engine?
Stake Engine gives developers everything they need to launch faster, without the barriers that slow down traditional game development.

No need to build your own infrastructure, negotiate publisher deals, or spend months integrating with legacy Remote Gaming Servers (RGS). With Stake Engine, you can go from idea to live game in days.

Stake handles the infrastructure, distribution, and visibility, so you can focus on what matters: building great games. There’s no pitching, no storefront politics, and no delays.

Behind the scenes, Stake Engine powers everything with a full front-end SDK, integrated math engine, balancing toolkit, and real-time analytics dashboard — putting real performance data at your fingertips.

And once your game goes live, you get paid monthly, with 10% GGR royalties and zero lockups.

Proven at Scale

  • Over 300 billion bets placed on Stake

  • 10 billion monthly wagers processed

  • Stake is behind 4% of global Bitcoin transactions
    Capable of handling 1 million+ bets per second

    Stake Engine: Key Features

  • Stake Engine delivers unmatched scale and performance, supporting over 1 million bets per second and powered by the same infrastructure behind the world’s most popular crypto casino.

  • It offers a full end-to-end developer stack, including a front-end framework, integrated math engine, and balancing toolkit — everything needed to build rich, interactive games quickly and at scale.

  • Developers have complete creative freedom with no templates or restrictions. Build any game, upload it, and launch directly to Stake’s global audience.

  • Instant deployment tools allow developers to upload, test, and go live in minutes, with full versioning and real-time testing capabilities.

  • Stake Engine provides transparent analytics, offering real-time insights into game performance across players, markets, and engagement cohorts.

  • It features an industry-leading commercial model with 10% GGR perpetual royalties — the most aggressive terms in gaming, paid monthly without delays or hidden fees.

  • Stake Engine is built by developers, for developers. Created by the engineers behind some of iGaming’s top studios, it is focused on speed, control, and fixing everything broken about legacy game launch processes.

  • Stake also handles all positioning, marketing, and growth — giving developers full visibility and freeing them to focus purely on building great games.

Brais Pena, Chief Strategy Officer at Easygo, the technology powerhouse behind Stake, said: “Stake Engine is built for creators, with speed, freedom, and scale baked in.”

“Stake Engine is more than just infrastructure, it’s a launchpad for the next generation of iGaming creators. We’ve taken everything we’ve learned building the world’s most popular online casino and packaged it into a platform that removes barriers, unlocks creativity, and delivers scale from day one.”

“Stake Engine is what happens when the biggest operator in iGaming builds for the builders. It’s not just a platform. It’s our commitment to the next generation of game creators.”

The post Stake unveils new Stake Engine: Build. Launch. Earn. The Engine Is Yours appeared first on European Gaming Industry News.

Continue Reading

Ameristar Casino Hotel Council Bluffs

PENN Entertainment Announces Plans for New Land-Based Hollywood Casino to Replace Riverboat Gaming Operations in Council Bluffs, Iowa

Published

on

penn-entertainment-announces-plans-for-new-land-based-hollywood-casino-to-replace-riverboat-gaming-operations-in-council-bluffs,-iowa

 

PENN Entertainment Inc. announced plans for an expected $180–$200 million project to relocate its Ameristar Casino Hotel Council Bluffs (Ameristar) riverboat casino operations to a new, state-of-the-art land-based property to be rebranded as Hollywood Casino Council Bluffs (Hollywood Council Bluffs). The proposal is approved by the Iowa Racing and Gaming Commission in conjunction with a 15-year extension of Ameristar’s partnership with the nonprofit Qualified Sponsoring Organization (QSO) Iowa West Racing Association. All commercial operators in Iowa are required to have an operating agreement with a QSO licensed to conduct gaming operations.

Under the proposed plan, the new Hollywood Council Bluffs is expected to include roughly 125,000 square feet of new development with approximately 58,000 square feet of gaming space. The new facility will complement the existing ESPN BET sportsbook, 160-room hotel and dining options in the landside portion of the current infrastructure. The existing riverboat, which presently offers gaming spread out over three levels, will be vacated upon opening of the new property.

“We are pleased to add another landside relocation to our pipeline of development projects. This project will enhance the quality and efficiency of our Council Bluffs location and significantly improve the property’s competitive positioning in the greater Omaha market. PENN’s diversified portfolio of casino properties is core to our omni-channel approach to entertainment, which combines our best-in-class retail operations and a database of more than 32 million PENN Play members with our robust interactive and media footprint. We thank the Iowa Racing and Gaming Commission for their approval today and are grateful for the continued collaboration with our partners at the Iowa West Racing Association,” said Todd George, Executive Vice President of Operations for PENN.

“We are thrilled with the exciting development plans for the new Hollywood Casino Council Bluffs. For nearly thirty years, the Ameristar riverboat has been providing not only dining and entertainment, but thousands of jobs and millions of dollars in support of our community. PENN’s commitment to reinvesting in Council Bluffs is laudable and we are grateful for our ongoing partnership,” said Brenda Mainwaring, President & CEO of the Iowa West Racing Association.

Construction of the new facility is expected to take approximately 18-24 months following the design and permitting approval process. The Company is entitled to obtain financing for the project from Gaming and Leisure Properties Inc. (GLPI) of up to $150 million at a 7.10% cap rate, which may be structured at PENN’s option as either rent or a 5-year term loan that is pre-payable at any time without penalty.

The post PENN Entertainment Announces Plans for New Land-Based Hollywood Casino to Replace Riverboat Gaming Operations in Council Bluffs, Iowa appeared first on Gaming and Gambling Industry in the Americas.

Continue Reading

Daily Fantasy Sports

PrizePicks Teams Up with San Francisco Giants as Official DFS Partner

Published

on

prizepicks-teams-up-with-san-francisco-giants-as-official-dfs-partner

 

PrizePicks, the largest daily fantasy sports operator in North America, announced that it has been named the Official Daily Fantasy Partner of the San Francisco Giants. The new partnership strengthens the DFS leader’s presence in professional baseball and features digital and in-park activations at Oracle Park.

“We are thrilled to team up with a legendary organization like the San Francisco Giants. PrizePicks is committed to bringing unique experiences to our players around the country and is excited to strengthen our connection with baseball fans in San Francisco and across the United States,” said Mike Quigley, Chief Marketing Officer at PrizePicks.

As part of the multi-year partnership, PrizePicks branding will be showcased prominently throughout Oracle Park with rotating signage behind home plate and LED signage on each baseline. PrizePicks logos will be featured across the K-Counter in right field, creating an interactive experience for fans in the ballpark. Fans seated on top of the right field wall near the strikeout counter will have the opportunity to flip over the PrizePicks branded signs, revealing a “K” for each strikeout earned by a Giants pitcher.

When Giants pitchers combine for 12 strikeouts in a home game, fans can participate in a text-to-enter promotion with the chance to win a $12,000 free PrizePicks lineup and tickets to a future Giants game at Oracle Park.

“The Giants are always looking for innovative ways to enhance the fan experience. Partnering with PrizePicks provides our fans with new ways to engage with us and deepen their connection to both the Giants and baseball,” said Jason Pearl, Chief Revenue Officer at the San Francisco Giants.

The post PrizePicks Teams Up with San Francisco Giants as Official DFS Partner appeared first on Gaming and Gambling Industry in the Americas.

Continue Reading

Trending