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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

StrategicCombination of JPJ Group plc ('JPJ' or the 'Company') and Gamesys to create a worldclass online gaming company

LONDON / ACCESSWIRE / June 13, 2019 / The Board of JPJ is pleased to announce that it has entered into a conditional agreement to acquire the business of Gamesys (Holdings) Limited ('Gamesys'), excluding sports brands and games, for a mixture of cash and new JPJ shares (the 'Acquisition').

The Acquisition will enhance scale, creating a group which is strategically well positioned for future growth in an evolving global gaming sector. The combined JPJ and Gamesys businesses (together 'the Enlarged Group') will benefit from: (i) a diversified portfolio of leading consumer brands; (ii) greater operational control through proprietary technology; and (iii) a complementary executive and operational team. The Acquisition will result in a strategically aligned Enlarged Group with a strong financial profile set to compete in an evolving marketplace.

Key highlights

• JPJ to acquire Gamesys, excluding sports brands and games, for a total valuation of c.Pound 490 million, comprising:
• Pound 250 million in cash, of which Pound 175 million is to be funded by an add-on to JPJ's existing debt facilities; and
• 33.7 million in newly issued shares, representing c.Pound 240 million based on the 30-day volume weighted average price of JPJ
• The Acquisition represents an estimated multiple of 7.3x Adjusted EBITDA for Gamesys for the 12 months ending December 2018
• The Enlarged Group to be renamed Gamesys Group plc
• Consideration shares to represent c.31% of the Enlarged Group, with customary lock ups from major selling shareholders
• The Enlarged Group should qualify for inclusion in the FTSE 250
• The Acquisition is expected to be double digit accretive to earnings per share in the first full financial year of ownership (FY 2020)
• Highly experienced executive management team to be drawn from both JPJ and Gamesys. It is proposed that Lee Fenton (currently CEO of Gamesys) will become the Enlarged Group's CEO and Robeson Reeves (currently COO of Gamesys) will join as the Enlarged Group's COO. Neil Goulden and Keith Laslop will remain in their current roles. Simon Wykes will assume the role of Transition Director at Completion for a 12-month period from completion of the Acquisition ('Completion')
• The Acquisition is subject to JPJ shareholder approval, customary regulatory conditions and the Gamesys Group Reorganisation, as referred to below
• Completion is expected in Q3 2019

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SOURCE: JPJ Group PLC