theScore Announces Share Consolidation
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TORONTO, Feb. 11, 2021 /PRNewswire/ - Score Media and Gaming Inc. ("theScore" or the "Company") (TSX: SCR) is pleased to announce that, in connection with a potential additional listing of the Company's Class A Subordinate Voting Shares ("Class A Shares") on a U.S. stock exchange, and as previously authorized by its shareholders, the Company is implementing a consolidation (reverse stock split) of its outstanding Class A Shares on the basis of one new Class A Share for every ten currently outstanding Class A Shares (the "Consolidation Ratio") as well as a consolidation (reverse stock split) of the Company's Special Voting Shares ("Special Voting Shares") on the basis of such Consolidation Ratio.
"This share consolidation is a significant step that positions us for the potential U.S. stock exchange listing we have been considering," said John Levy, Founder and CEO, theScore. "We believe a U.S. listing would benefit our business and shareholders as we seek to further execute on the growing opportunity in the rapidly developing North American sports betting market. As the only fully integrated mobile sports media and gaming company in North America, theScore is uniquely positioned to grow our footprint and capitalize on the expansion of legalized sports betting and iGaming across the U.S. and Canada."
The Consolidation Ratio was determined by the Company's board of directors in accordance with the parameters authorized by the Company's shareholders at the Company's annual and special meeting of shareholders held on February 10, 2021. The consolidation has taken effect on February 11, 2021 and the Class A Shares are expected to commence trading on the Toronto Stock Exchange on a post-consolidation basis beginning at the open of markets on February 18, 2021. Immediately prior to the consolidation there were 434,425,695 Class A Shares and 5,566 Special Voting Shares issued and outstanding, and it is expected that there will be 43,442,568 Class A Shares and 557 Special Voting Shares issued and outstanding following the consolidation, subject to rounding for any fractional shares. No fractional shares will be issued as a result of the share consolidation and the number of post-consolidation shares to be received by a shareholder will be rounded up, in the case of a fractional interest that is 0.5 or greater, or rounded down, in the case of a fractional interest that is less than 0.5, to the nearest whole number of shares that such holder would otherwise be entitled to receive upon the implementation of the share consolidation. By way of example, if a shareholder held 999 pre-consolidation Class A Shares, the shareholder will hold 100 Class A Shares on a post-consolidation basis.
Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the share consolidation and instructing them to surrender their share certificates representing pre-consolidation shares for replacement certificates or a direct registration advice representing their post-consolidation shares. Until surrendered for exchange, following the effective date of the consolidation, which was February 11, 2021, each share certificate formerly representing pre-consolidation shares will be deemed to represent the number of whole post-consolidation shares to which the holder is entitled as a result of the consolidation.
Holders of shares of the Company who hold uncertificated shares (that is shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by the Company's transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in street name for their benefit. Such holders do not need to take any additional actions to exchange their pre-consolidation shares for post-consolidation shares. If you hold your shares with such a bank, broker or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.
About Score Media and Gaming Inc.
Score Media and Gaming Inc. empowers millions of sports fans through its digital media and sports betting products. Its media app 'theScore' is one of the most popular in North America, delivering fans highly personalized live scores, news, stats, and betting information from their favorite teams, leagues, and players. The Company's sports betting app 'theScore Bet' delivers an immersive and holistic mobile sports betting experience and is currently available to place wagers in New Jersey, Indiana, and Colorado. Publicly traded on the Toronto Stock Exchange (SCR), theScore also creates and distributes innovative digital content through its web, social and esports platforms.
Statements made in this news release that relate to future plans, events or performances are forward looking statements. Any statement containing words such as "may", "would", "could", "will", "believes", "plans", "anticipates", "estimates", "expects" or "intends" and other similar statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Such statements reflect theScore's current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including among other things, receipt of listing approval by a U.S. stock exchange, receipt of final approval and timing for the Class A Shares to commence trading on the Toronto Stock Exchange on a post-consolidation basis, the enactment of enabling legislation and regulations in the jurisdictions in which the Company operates, or intends to operate, to facilitate online gaming, including (without limitation) the enactment of federal legislation in Canada to permit single event sports wagering (including the timing of such legislation and regulations being passed and proclaimed in force (if at all) and the terms and conditions imposed in such legislation and regulations on applicable industry participants), the Company's receipt of all relevant licences and approvals under the applicable legislation and regulations (as applicable) of the jurisdictions in which the Company operates, or intends to operate, the rate of adoption of online gaming in Canada and other jurisdictions, as permitted by applicable legislation and/or regulations, and those which are discussed under the headings "Approval of Consolidation of Class A Shares and Special Voting Shares – Risks of the Share Consolidation" in the Company's management information circular relating to the annual and special meeting of the Company's shareholders held on February 10, 2021 and "Risk Factors" in the Company's current Annual Information Form dated October 28, 2020, as filed with applicable Canadian securities regulatory authorities and available on SEDAR under the Company's profile at www.sedar.com, and elsewhere in documents that theScore files from time to time with such securities regulatory authorities, including its relevant Management's Discussion & Analysis of the financial condition and results of operations of the Company. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results could differ materially from the expectations expressed in these forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements except as required by applicable law or regulatory requirements.
SOURCE Score Media and Gaming Inc.
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