NYX Gaming Group Limited Comment on William Hill’s Notice to Convert

William Hill has been in negotiations with Scientific Games with respect to a potential commercial arrangement following the Acquisition, and has previously stated that William Hill requires terms, including rights to a copy of NYX source code and certain anti-competitive arrangements in US jurisdictions, among other demands, in exchange for voting in support of the Acquisition. William Hill indicated that if Scientific Games does not reach a commercial arrangement, it "will vote against and therefore effectively block" the Acquisition. Prior to receiving the Notice, William Hill indicated that it would make public statements to the effect that "William Hill has concerns" with the Acquisition and "is considering its options" including acquiring further NYX ordinary shares or converting its convertible preference shares to vote in connection with the Acquisition.

No agreement has yet been reached between William Hill and Scientific Games. The Acquisition offers NYX's shareholders C$2.40 per ordinary share of NYX, in cash, which represents a 112% premium to the closing price of NYX's ordinary shares on the day prior to the Acquisition's announcement. Subject to the terms of the convertible preference shares, as of November 6, 2017, William Hill would be entitled to elect to convert such shares into ordinary shares of NYX at an approximate conversion price equivalent to approximately C$3.67 per share, which represents a loss of approximately C$49.7 million to William Hill immediately upon such conversion.

If such convertible preference shares are converted, William Hill would own an additional 40,723,339 ordinary shares, and when combined with their existing ordinary shares, would represent approx. 31.9% of the outstanding ordinary shares of NYX as of November 6, 2017, based on publicly available information. Any conversion of these shares is subject to applicable law, including any statute, regulation, and any direction, policy, requirement, rule or order that is given by a regulatory authority in the relevant jurisdictions within which NYX operates.
NYX's Board is consulting its financial and legal advisors, and will continue to act in the best interests of all of its shareholders. NYX is closely following the negotiations between Scientific Games and William Hill, but is focused on closing the Acquisition.

Based on certain regulatory and licensing restrictions, NYX's Board cannot convert the preference shares at this time. NYX is considering all options available to it, including whether William Hill's conduct could have any impact on NYX's gaming licenses (and therefore whether William Hill is suitable to hold NYX ordinary shares), and bringing appropriate legal action or actions against William Hill to protect NYX shareholders.

The NYX Board also reaffirms its unanimous determination that the terms of the Acquisition are fair and reasonable and are in the best interests of NYX and its shareholders and its unanimous recommendation that NYX shareholders vote in favor of the Acquisition.

The shareholder meeting is scheduled to be held in Las Vegas on December 11, 2017 and the record date for voting is December 7, 2017 (5:00 p.m. Pacific time).