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NYX GAMING GROUP LTD 11 PCT DEBS V.NYX.DB



TSXV:NYX.DB - Post by User

Comment by petrofacon Mar 08, 2017 12:27am
126 Views
Post# 25948592

RE:Is David Baazov buying NYX and taking it private?

RE:Is David Baazov buying NYX and taking it private?Form 62-103F1 Required Disclosure under the Early Warning Requirements State if this report is filed to amend information disclosed in an earlier report. Indicate the date of the report that is being amended. This report amends information contained in an earlier Early Warning Report dated December 20, 2016. Item 1 – Security and Reporting Issuer 1.1 State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities. Common shares (“Common Shares”) of Amaya Inc. (“Amaya”) Amaya’s head office is located at: 7600 Trans-Canada Highway Pointe-Claire, Qubec H9R 1C8 1.2 State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place. The Toronto Stock Exchange (the “Exchange”) Item 2 – Identity of the Acquiror 2.1 State the name and address of the acquiror. David Baazov (the “Acquiror”) c/o Ahaka Inc. 2000 Avenue McGill College, Suite 600 Montral, QC, H3A 3H3 2.2 State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence. On March 7, 2017, the Acquiror disposed of seven million (7,000,000) Common Shares of Amaya through the facilities of the Exchange, at price of $19.00 per share representing approximately 4.8% of the issued and outstanding Common Shares of Amaya (based upon the 144,995,677 Common Shares stated to be issued and outstanding as at November 11, 2016 by Amaya in its management's discussion and analysis of operations and financial condition for 2 the three and nine months ended September 30, 2016 filed on November 14, 2016). After giving effect to these sales, the Acquiror owns an aggregate of 17,605,839 Common Shares of Amaya, representing approximately 12.1% of the issued and outstanding Common Shares. 2.3 State the names of any joint actors. Not applicable. Item 3 – Interest in Securities of the Reporting Issuer 3.1 State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities. See Item 2.2. 3.2 State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report. The Acquiror disposed of ownership of the Common Shares referred to in Item 2.2. 3.3 If the transaction involved a securities lending arrangement, state that fact. Not applicable. 3.4 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report. Prior to the disposition of Common Shares referred to in Item 2.2, the Acquiror owned 24,605,839 Common Shares, representing approximately 17.0% of the issued and outstanding Common Shares. After giving effect to the disposition of the Common Shares referred to in Item 2.2, the Acquiror owns 17,605,839 Common Shares of Amaya, representing approximately 12.1% of the issued and outstanding Common Shares. 3.5 State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which 3 (a) the acquiror, either alone or together with any joint actors, has ownership and control, The Acquiror has ownership and control over the Common Shares referred to in Item 3.4 above. (b) the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and Not applicable. (c) the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership. Not applicable. 3.6 If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings. Not applicable. 3.7 If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement. Not applicable. State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104. Not applicable. 3.8 If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding. Not applicable. 4 Item 4 – Consideration Paid 4.1 State the value, in Canadian dollars, of any consideration paid or received per security and in total. The 7,000,000 Common Shares disposed of on March 7, 2017 by the Acquiror were sold at an average price of $19.00 per share for a total amount of $133,000,000. 4.2 In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror. Not applicable. 4.3 If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition. Not applicable. Item 5 – Purpose of the Transaction State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following: (a) the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer; The Acquiror disposed of the 7,000,000 Common Shares on March 7, 2017 for investment purposes. The Acquiror continues to own Common Shares for investment purposes and may, from time to time, dispose of some or all of the existing securities he owns or will own, or may continue to own his current position depending on market and other conditions and regulatory restrictions or requirements, including, without limitation, through open market transactions, treasury issuances, private agreements or otherwise for investment purposes. (b) a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries; Not applicable. (c) a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries; 5 Not applicable. (d) a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board; Not applicable. (e) a material change in the present capitalization or dividend policy of the reporting issuer; Not applicable. (f) a material change in the reporting issuer’s business or corporate structure; Not applicable. (g) a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company; Not applicable. (h) a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace; Not applicable. (i) the issuer ceasing to be a reporting issuer in any jurisdiction of Canada; Not applicable. (j) a solicitation of proxies from securityholders; Not applicable. (k) an action similar to any of those enumerated above. Not applicable. Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 6 Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included. Not applicable. Item 7 – Change in Material Fact If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities. See Items 2.2 and 5(a), which are incorporated by reference into this Item 7. Item 8 – Exemption If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance. Not applicable. Item 9 – Certification The acquiror must certify that the information in this report is true and complete in every respect. In the case of an agent, the certification is based on the agent’s best knowledge, information and belief but the acquiror is still responsible for ensuring that the information filed by the agent is true and complete. This report must be signed by each person on whose behalf the report is filed or his or her authorized representative. It is an offence to submit information that, in a material respect and at the time and in the light of the circumstances in which it is submitted, is misleading or untrue. Certificate I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect. 7 Date: March 7, 2017 (signed) “David Baazov” David Baazo
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