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Recommended Combination Bally's Corporation Gamesys Group

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Recommended Combination Bally's Corporation Gamesys Group THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART 2 (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT. This document contains a proposal which, if implemented, will result in the cancellation of the listing of Gamesys Shares on the Official List and of trading of Gamesys Shares on the London Stock Exchange. If you are in any doubt as to the contents of this document or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom. If you sell, or have sold or otherwise transferred, all of your Gamesys Shares, please send this document (but not any accompanying personalised documents) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. If you sell, or have sold or otherwise transferred, only part of your holding of Gamesys Shares, please retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. Recommended Combination of Bally’s Corporation (and Premier Entertainment Sub, LLC an indirect wholly-owned subsidiary (“Premier Entertainment”)) with Gamesys Group plc to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 The distribution of this document and/or the accompanying documents (in whole or in part) in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this document nor any of the accompanying documents do or are intended to constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Combination or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus or prospectus equivalent document. Gamesys Shareholders should read carefully the whole of this document and the accompanying Forms of Proxy and Form of Election. Your attention is drawn to the letter from the Chair of Gamesys in Part 1 (Letter from the Chair of Gamesys Group plc) of this document, which contains the unanimous recommendation of the Gamesys Directors that you vote in favour of the Scheme at the Court Meeting and in favour of the Special Resolution to be proposed at the Gamesys General Meeting. A letter from Macquarie Capital explaining the Scheme in greater detail is set out in Part 2 (Explanatory Statement)of this document. Notices of the Court Meeting and the Gamesys General Meeting, both to be held at 10 Piccadilly, London W1J 0DD on 30 June 2021, are set out at the end of this document. The Court Meeting will start at 2:00 p.m. and the Gamesys General Meeting will start at 2:15 p.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned). The action to be taken by Gamesys Shareholders in respect of the Court Meeting and Gamesys General Meeting is set out on pages 15 to 17. Gamesys Shareholders are asked to please complete and sign both Forms of Proxy accompanying this document, BLUE for the Court Meeting and WHITE for the Gamesys General Meeting, in accordance with the instructions set out in Part 11 (Notice of Court Meeting) and Part 12 (Notice of Gamesys General Meeting) of this document and return them to Gamesys’ registrars, Computershare, as soon as possible, and in any event so as to be received not later than 2:00 p.m. on 28 June 2021 in the case of the BLUE Form of Proxy for the Court Meeting and by 2:15 p.m. on 28 June 2021 in the case of the WHITE Form of Proxy for the Gamesys General Meeting. If the blue Form of Proxy for the Court Meeting is not lodged by 2:00 p.m. on 28 June 2021, it may be emailed to [email protected] any time prior to the commencement of the Court Meeting. Please note that any Forms of Proxy sent to this email address before 2:00 p.m. on 28 June 2021 may be discounted as invalid. However, in the case of the Gamesys General Meeting, if the white form of proxy for the Gamesys General Meeting is not lodged by 2:15 p.m. on 28 June 2021, using one of the methods listed above, it will be invalid. If you hold your Gamesys Shares in uncertificated form through CREST, you may vote using the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the Gamesys General Meeting set out at the end of this document). Proxies submitted via CREST (under CREST participant ID 3RA50) must be received by Computershare not later than 2:00 p.m. on 28 June 2021 in the case of the Court Meeting and by 2:15 p.m. on 28 June 2021 in the case of the Gamesys General Meeting or, in the case of any adjournment, not later than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the holding of the adjourned meeting. Gamesys Shareholders that hold their Gamesys Shares in certificated form and who wish to make an election under the Share Alternative should also complete, sign and return the green Form of Election in accordance with the instructions contained in Part 5 (Notes for Making Elections under the Share Alternative) of this document. If you hold your Gamesys Shares in uncertificated form and wish to make an election for the Share Alternative, you must do so electronically via the procedure set out in Part 5 (Notes for Making Elections under the Share Alternative) of this document. The Prospectus in respect of New Bally’s Shares to be issued to eligible Scheme Shareholders making valid elections under the Share Alternative may be found on Bally’s website at https://www.ballys.com/gamesys- documentation/. COVID-19 Notices of the Court Meeting and the Gamesys General Meeting, both of which will be held at 10 Piccadilly, London W1J 0DD and through the electronic facilities that are being made available via the Lumi online meeting platform (the “Virtual Meeting Platform”) on 30 June 2021 are set out in Part 11 (Notice of Court Meeting) and Part 12 (Notice of Gamesys General Meeting) of this document. The Court Meeting will start at 2:00 p.m. on that date and the Gamesys General Meeting at 2:15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned. The Gamesys Board notes that the COVID-19 situation is constantly evolving, and the UK Government may impose restrictions or implement further measures relating to the holding of shareholder meetings during the affected period. In order to protect the health and safety of Gamesys’ shareholders and directors, the Gamesys Shareholder Meetings are each to be held using a hybrid format incorporating physical and remote participation via the Virtual Meeting Platform. Shareholders should continue to monitor the Company’s website and exchange news services for any updates in relation to arrangements for the Gamesys Shareholder Meetings, should the position change. Scheme Shareholders and Gamesys Shareholders that intend to participate in the Gamesys Shareholder Meetings remotely should refer to the further details provided below in relation to the Virtual Meeting Platform and also in the Virtual Meeting Guide. Instructions for accessing the Virtual Meeting Platform Scheme Shareholders and Gamesys Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Court Meeting and the Gamesys General Meeting via a virtual meeting platform provided by Lumi (the “Virtual Meeting Platform”). Gamesys Shareholders and Scheme Shareholders may also submit questions to be considered at the relevant Gamesys Shareholder Meeting at any time up to 48 hours before the relevant Gamesys Shareholder Meeting by emailing [email protected]. Scheme Shareholders and Gamesys Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer v. 10 and below are not supported), Edge and Safari and can be accessed using any web 2 browser, on a PC or smartphone device. To attend remotely, submit questions and/or vote using this method, please go to https://web.lumiagm.com. Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter the Lumi Meeting ID which is 120-862-547. You will then be prompted to enter your Shareholder Reference Number (“SRN”) and PIN number. Your SRN, including any zeros, and your PIN number can be found printed on your Form of Proxy. If you are not in receipt of your SRN this can also be found on a share certificate or Dividend Confirmation (tax voucher), or alternatively, if you are already registered on this website, you can sign in to https://www-uk.computershare.com/Investor/aHome to obtain your SRN.
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