Exhibit 99.(a)(12)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or the contents of the Offer Document dated 17 February 2012 and published on 21 February 2012 (as amended by the Notices of Extension dated 28 March 2012, 18 April 2012 and 2 May 2012) (the “Offer Document”) or this Notice of Change and Extension (“Notice”) or what action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, another appropriately authorised independent professional adviser.
If you have sold or otherwise transferred all of your CryptoLogic Shares please immediately send this Notice (with the Offer Document and the Form of Acceptance, if you still hold these documents) and the accompanying documents to the purchaser or transferee or to the bank, stockbroker, or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, the foregoing documents must not be forwarded or transmitted in or into any Restricted Jurisdiction or in or into any jurisdiction where to do so would constitute a violation of the relevant laws in that jurisdiction. If you have sold or transferred part of your holding of CryptoLogic Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected to ensure that the transferee receives copies of the Offer Document, this Notice and the accompanying documents.
This document has not been approved, disapproved or otherwise recommended by any US federal or state securities commission, including the SEC, nor have any such authorities confirmed the accuracy or determined the adequacy of the Offer Document or this Notice. Any representation to the contrary is a criminal offence in the United States.
RECOMMENDED CASH OFFER
by
AMAYA GAMING GROUP INC.
for
CRYPTOLOGIC LIMITED
NOTICE OF CHANGE AND EXTENSION OF THE OFFER
This Notice does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Offer or otherwise. The Offer was made by the Offer Document and the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted, and was posted to CryptoLogic Shareholders on 21 February 2012. This Notice has been prepared in addition to the Offer Document and the Form of Acceptance.
Unless the context requires otherwise or unless otherwise defined, defined terms in this Notice have the same meaning as in the Offer Document. This Notice should be read in conjunction with the Offer Document and the Form of Acceptance.
Advisers
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Amaya and no one else in connection with the Offer and other matters referred to in the Offer Document and this Notice and will not be responsible to anyone other than Amaya for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the Offer or any other matters referred to herein. Neither Canaccord Genuity nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with the Offer Document or this Notice, any statement contained herein or otherwise.
Deloitte Corporate Finance is acting exclusively for CryptoLogic and no-one else in connection with the Offer and other matters referred to in the Offer Document and this Notice and will not be responsible to anyone other than CryptoLogic for providing the protections afforded to clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer or any other matters referred to herein. Neither Deloitte Corporate Finance nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deloitte Corporate Finance in connection with the Offer Document or this Notice, any statement contained herein or otherwise. Deloitte Corporate Finance is a division of
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Deloitte LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority in respect of regulated activities.
General
Amaya has not authorised anyone to provide any information or make any representation about Amaya or its affiliates that is different from, or in addition to, the information or any representations contained in the Offer Document, this Notice or in any materials regarding Amaya or its affiliates accompanying the Offer Document, this Notice or incorporated by reference herein or therein. You should not rely on any information or any representation regarding Amaya or its affiliates not contained in the Offer Document, this Notice or not contained in any materials accompanying the Offer Document, this Notice or incorporated by reference in either of them.
The information contained in this Notice speaks only as of the date of this Notice, and Amaya does not undertake any duty to update any such information, except to reflect a material change in the information previously disclosed as required by the Code or any applicable law.
Any person (including custodians, nominees and trustees) who would, or otherwise intends to, or may have a contractual or legal obligation to forward the Offer Document, this Notice and/or the Form of Acceptance to any jurisdiction outside the United Kingdom, Guernsey, Canada and the United States should read paragraph 20 of Part 2 of the Offer Document before taking any action.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company must make an Opening Position Disclosure following the commencement of the relevant offer period. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period. Relevant persons who deal in the relevant securities of the offeree company prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of the offeree company, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer period commenced and when any Offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 20 7638 0129.
Overseas CryptoLogic Shareholders
Unless otherwise determined by Amaya or required by the Code, and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction. This document does not constitute an offer in any Restricted Jurisdiction. Accordingly, unless otherwise determined by Amaya, copies of the Offer Document, the Form of Acceptance, this Notice and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent, in whole or in part, in, into or from any Restricted Jurisdiction, and persons receiving the Offer Document, the Form of Acceptance, this Notice and any accompanying document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdiction. Doing so may violate any purported acceptance of the Offer.
The availability of the Offer to CryptoLogic Shareholders who are not resident in the United Kingdom, Guernsey, Canada or the United States may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom, Guernsey, Canada or the United States should read paragraph 20 of Part 2 of the Offer Document, paragraph 5 of Section B of Part 3 of this Offer Document and paragraph 1(b)(iii) of Section C of Part 3 of the Offer Document (if such person holds CryptoLogic Shares in certificated form or through a participant in CDS or DTC) or paragraph 1(b)(iii) of Section D of Part 3, as applicable, of the Offer Document (if such person holds CryptoLogic Shares in uncertificated form through CREST) and inform themselves of, and observe, any applicable requirements.
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Notice to US Investors
This Notice is for informational purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. This Notice also does not constitute a Solicitation/ Recommendation Statement under the rules and regulations of the SEC. The Offer is being made solely by means of an Offer Document, the Form of Acceptance accompanying the Offer Document and any other documents required by applicable law, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. In the United States, Amaya has filed with the SEC a Tender Offer Statement on Schedule TO containing the Offer Document and other related documentation and CryptoLogic has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9.
Free copies of the Schedule TO, the Schedule 14D-9 and the other related documents filed by Amaya or CryptoLogic in connection with this Offer are available on the SEC’s website at http://www.sec.gov. The Offer Document, Form of Acceptance accompanying the Offer Document and any other documents required by applicable law will be made available to all CryptoLogic Shareholders and CryptoLogic Option Holders at no charge to them.CryptoLogic Shareholders are advised to read the Offer Document and the accompanying Form of Acceptance because they contain important information. CryptoLogic Shareholders in the United States are also advised to read the Tender Offer Statement and the Solicitation/Recommendation Statement because they contain important information.
Information Agent
If you require assistance or have any questions about procedures for acceptance of the Offer, please contact Boudicca Proxy Consultants, the Information Agent for the Offer, on:
| • | USA/Canada Toll-Free: 1-800-965-5871 |
| • | UK Freephone: 0808-189-0978 |
| • | Rest of the world (charged at national rates): +44 203 051 4260 |
Banks and Brokers may call +1(212) 252-2119 for information or assistance.
The helplines will be available between 9.00 a.m. and 1.00 a.m. (London Time), 4.00 a.m. to 8.00 p.m. (Toronto time), Monday to Friday.
Alternatively, you may email your enquiries to info@boudiccaproxy.com.
Please note that the Information Agent cannot provide any financial, legal or tax advice or advice on the merits of the Offer.
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NOTICE OF CHANGE AND EXTENSION
7600 Trans-Canada Highway
Pointe-Claire
Quebec, Canada
H9R 1C8
Incorporated in Quebec with number 1162017413
16 May 2012
| 1. | Extension of the Offer |
The Offer is further extended and will remain open for acceptance until 3.00 p.m. London time (10.00 a.m. Toronto time) on 30 May 2012, unless otherwise extended.
| 2. | Amendments to the Offer Document |
The following paragraph is inserted as a new second paragraph under Question 16 of the Frequently Asked Questions of the Offer Document:
If a compulsory acquisition procedure is not available or Amaya chooses not to proceed with a compulsory acquisition, Amaya will use commercially reasonable efforts to pursue other means of acquiring the remaining CryptoLogic Shares not tendered to the Offer, provided that the consideration per CryptoLogic Share offered in connection with such other means of acquiring such CryptoLogic Shares shall be at least equivalent in value to, and in the same form as, the Offer Price. In such event, Amaya will use commercially reasonable efforts to complete a Subsequent Acquisition Transaction to acquire the remaining CryptoLogic Shares, provided that the consideration per CryptoLogic Share offered in connection with the Subsequent Acquisition Transaction shall be at least equivalent in value, and in the same form as, the Offer Price and in no event will Amaya be required to offer consideration per CryptoLogic Share greater than the Offer Price. If a Subsequent Acquisition Transaction is proposed by CryptoLogic, Amaya intends to cause the CryptoLogic Shares acquired under the Offer to be voted in favour of such a Subsequent Acquisition Transaction and, to the extent permitted by applicable laws, to be counted as part of any minority approval that may be required in connection with such transaction. The timing and details of such a Subsequent Acquisition Transaction, if any, will necessarily depend on a variety of factors, including the number of CryptoLogic Shares acquired pursuant to the Offer. If, after taking up CryptoLogic Shares under the Offer, we own at least 75 per cent. of the outstanding CryptoLogic Shares on a fully-diluted basis and sufficient votes are cast by “minority” holders to constitute a majority of the “minority” pursuant to MI 61-101, we should own sufficient CryptoLogic Shares to be able to effect a Subsequent Acquisition Transaction. For more detailed information, see paragraph 10 of Part 2 of this Offer Document.
Sub-paragraph (d) of paragraph 10 of Part 2 of the Offer Document is deleted in its entirety and replaced with the following:
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| (d) | Subsequent Acquisition Transaction |
If Amaya acquires less than 90 per cent. of the CryptoLogic Shares under the Offer, the compulsory acquisition procedures described above are not available for any reason, or Amaya chooses not to proceed with a compulsory acquisition, Amaya will use commercially reasonable efforts to pursue within 120 days after the expiry of the Offer other means as described below of acquiring the remaining CryptoLogic Shares not tendered to the Offer, provided that the consideration per CryptoLogic Share offered in connection with such other means of acquiring such CryptoLogic Shares shall be at least equivalent in value to, and in the same form as, the Offer Price. In such event, Amaya will use commercially reasonable efforts to successfully complete an amalgamation, statutory arrangement, amendment to articles, consolidation, capital reorganization or other transaction involving CryptoLogic and Amaya or a subsidiary of Amaya (a “Subsequent Acquisition Transaction”) to acquire the remaining CryptoLogic Shares, provided that the consideration per CryptoLogic Share offered in connection with the Subsequent Acquisition Transaction shall be at least equivalent in value, and in the same form as, the Offer Price and in no event will Amaya be required to offer consideration per CryptoLogic Share greater than the Offer Price.
The timing and details of a Subsequent Acquisition Transaction, if any, will necessarily depend on a variety of factors, including the number of CryptoLogic Shares acquired pursuant to the Offer. If after taking up CryptoLogic Shares under the Offer Amaya owns at least 75 per cent. of the outstanding CryptoLogic Shares on a fully-diluted basis and sufficient votes are cast by minority holders to constitute a majority of the minority on a fully-diluted basis pursuant to MI 61-101, as discussed below, Amaya should own sufficient CryptoLogic Shares to be able to effect a Subsequent Acquisition Transaction. There can be no assurances that Amaya will pursue a compulsory acquisition or Subsequent Acquisition Transaction.
If a Subsequent Acquisition Transaction would result in the interest of a holder of CryptoLogic Shares being terminated without the consent of the holder, irrespective of the nature of the consideration provided in substitution therefor, the Subsequent Acquisition Transaction may be deemed to be a “business combination” for purposes of MI 61-101. Amaya expects that any Subsequent Acquisition Transaction relating to CryptoLogic Shares will be a business combination under MI 61-101.
In certain circumstances, the provisions of MI 61-101 may also deem certain types of Subsequent Acquisition Transactions to be “related party transactions”. However, if the Subsequent Acquisition Transaction is a business combination, the related party transaction provisions therein do not apply to such transaction. Following completion of the Offer, Amaya may be a related party of CryptoLogic for the purposes of MI 61-101, although Amaya expects that any Subsequent Acquisition Transaction would be a business combination for purposes of MI 61-101 and that therefore the related party transaction provisions of MI 61-101 would not apply to the Subsequent Acquisition Transaction. Amaya intends to carry out any such Subsequent Acquisition Transaction in accordance with MI 61-101, or any successor provisions, or exemptions therefrom, such that the related party transaction provisions of MI 61-101 would not apply to such Subsequent Acquisition Transaction.
MI 61-101 provides that, unless exempted, a corporation proposing to carry out a business combination is required to prepare a valuation of the affected securities (and, subject to certain exceptions, any non-cash consideration being offered therefor) and provide to the holders of the affected securities a summary of such valuation. Amaya currently intends to rely on available exemptions (or, if such exemptions are not available, to seek waivers pursuant to MI 61-101 exempting CryptoLogic and Amaya or one or more of its affiliates, as appropriate) from the valuation requirements of MI 61-101. An exemption is available under MI 61-101 for certain business combinations completed
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within 120 days after the date of expiry of a formal take-over bid where the consideration per security under the business combination is at least equal in value to and is in the same form as the consideration that depositing securityholders were entitled to receive in the take-over bid, provided that certain disclosure is given in the take-over bid disclosure documents. Amaya has provided such disclosure and currently expects that these exemptions will be available.
Depending on the nature and terms of the Subsequent Acquisition Transaction, the provisions of Guernsey corporate law and the CryptoLogic Memorandum and Articles may require the approval of 75 per cent. of the votes cast by holders of the outstanding CryptoLogic Shares at a meeting duly called and held for the purpose of approving the Subsequent Acquisition Transaction. MI 61-101 would also require that, in addition to any other required securityholder approval, in order to complete a business combination (such as a Subsequent Acquisition Transaction), the approval of a majority of the votes cast by minority shareholders of each class of affected securities must be obtained unless an exemption is available or discretionary relief is granted by applicable Securities Authorities.
In relation to the Offer and any subsequent business combination, the minority shareholders will be, unless an exemption is available or discretionary relief is granted by applicable securities regulatory authorities, all CryptoLogic Shareholders other than Amaya (which owned 971,629 CryptoLogic Shares as of the date of the Offer Document), related parties of Amaya or any person or company acting jointly or in concert with Amaya in connection with the Offer or any Subsequent Acquisition Transaction. MI 61-101 also provides that Amaya may treat CryptoLogic Shares acquired under the Offer as “minority” shares and to vote them, or to consider them voted, in favour of such business combination if, among other things, the consideration per security in the business combination is at least equal in value to and in the same form as the consideration paid under the Offer and the CryptoLogic Shareholder who tendered such CryptoLogic Shares to the Offer was not (a) acting jointly or in concert with Amaya in respect of the Offer, (b) a direct or indirect party to any connected transaction to the Offer or (c) entitled to receive, directly or indirectly, in connection with the Offer a collateral benefit or consideration per CryptoLogic Share that is not identical in amount and form to the entitlement of the general body of holders in Canada of CryptoLogic Shares. Amaya currently intends that the consideration offered for CryptoLogic Shares under any Subsequent Acquisition Transaction proposed by it would be equal in value to, and in the same form as, the Offer Price and that such Subsequent Acquisition Transaction will be completed no later than 120 days after the Expiry Time and, accordingly, Amaya intends to cause CryptoLogic Shares acquired under the Offer to be voted in favour of any such transaction and, where permitted by MI 61-101, to be counted as part of any minority approval required in connection with any such transaction.
| (e) | General |
The details of any such Subsequent Acquisition Transaction, including, without limitation, the timing of its implementation and the consideration to be received by the minority holders of CryptoLogic Shares, will necessarily be subject to a number of considerations, including the number of CryptoLogic Shares acquired pursuant to the Offer. Although Amaya may propose a compulsory acquisition or a Subsequent Acquisition Transaction on the same terms as the Offer, it is possible that, as a result of the number of CryptoLogic Shares acquired under the Offer, delays in Amaya’s ability to effect such a transaction, information hereafter obtained by Amaya, changes in general economic, industry, regulatory or market conditions or in the business of CryptoLogic, or other currently unforeseen circumstances, such a transaction may not be so proposed or may be delayed or abandoned. Amaya expressly reserves the right to propose other means of acquiring, directly or indirectly, all of the outstanding CryptoLogic Shares in accordance
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with applicable Laws, including, without limitation, a Subsequent Acquisition Transaction on terms not described in this Offer Document.
If Amaya is unable to, or determines at its option not to, effect a compulsory acquisition or propose a Subsequent Acquisition Transaction, or proposes a Subsequent Acquisition Transaction but cannot obtain any required approvals or exemptions promptly, Amaya will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable laws, purchasing additional CryptoLogic Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from CryptoLogic. Subject to applicable laws, any additional purchases of CryptoLogic Shares could be at a price greater than, equal to, or less than the price to be paid for CryptoLogic Shares under the Offer and could be for cash, securities and/or other consideration. Alternatively, Amaya may take no action to acquire additional CryptoLogic Shares, or, subject to applicable Laws, may either sell or otherwise dispose of any or all CryptoLogic Shares acquired under the Offer, on terms and at prices then determined by Amaya, which may vary from the price paid for CryptoLogic Shares under the Offer.
The tax consequences to a Shareholder of a Subsequent Acquisition Transaction may differ from the tax consequences to such Shareholder of accepting the Offer. See paragraph 14 of Part 2 of this Offer Document for further information. Shareholders should consult their legal advisors for a determination of their legal rights and the tax consequences to them, having regard to their own particular circumstances with respect to a Subsequent Acquisition Transaction.
Legal and Judicial Developments
On February 1, 2008, MI 61-101 came into force in the Provinces of Ontario and Quebec, introducing harmonized requirements for enhanced disclosure, independent valuations and majority of minority securityholder approval for specified types of transactions.
Certain judicial decisions may also be considered relevant to any Subsequent Acquisition Transaction that may be proposed or effected subsequent to the expiry of the Offer. Canadian courts have, in a few instances prior to the adoption of MI 61-101 and its predecessors, granted preliminary injunctions to prohibit transactions involving certain business combinations. The current trends in both legislation and Canadian jurisprudence indicate a willingness to permit business combinations to proceed, subject to evidence of procedural and substantive fairness in the treatment of minority shareholders.
In connection with the foregoing, the following definitions are added to Part 7 of the Offer Document in the appropriate alphabetical order:
“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions, of the Ontario Securities Commission and the Autorité des marchés financiers, as amended or replaced from time to time;
“Subsequent Acquisition Transaction” has the meaning given to such term in Paragraph 10 of Part 2 of this Offer Document;
This Notice should be read in conjunction with the Offer Document, the Form of Acceptance and the Directors’ Circular for the full details, terms and conditions of the Offer.
| 3. | Procedure for acceptance of the Offer |
The instructions, terms and conditions for acceptance of the Offer are contained in the Offer Document (particularly, paragraph 15 of Part 2 of the Offer Document and Section C and Section D of Part 3 of the Offer Document) and, in respect of certificated CryptoLogic Shares, the Form
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of Acceptance, which form part of the terms of the Offer. The Offer Document and Form of Acceptance were mailed to CryptoLogic Shareholders on 21 February 2012.
Please refer to the Offer Document, particularly paragraph 15 of Part 2 of the Offer Document, for the procedures as to acceptance.
4. Settlement
In the case of acceptances of the Offer received during the Subsequent Acceptance Period, complete in all respects, settlement of CryptoLogic Shares tendered and not withdrawn in accordance with the terms of the Offer, will be effected by Amaya in accordance with paragraph 17 of Part 2 of the Offer Document, and subject to the terms and conditions in Part 3 of the Offer Document, as soon as practicable but, in any event, no later than within 3 Business Days of receipt.
| 5. | Withdrawal Rights |
CryptoLogic Shares tendered in accordance with the Offer may be withdrawn in accordance with the provisions set forth in Part 3 of the Offer Document, and in particular, paragraph 3 of Section B of Part 3 of the Offer Document.
| 6. | The Offer, Consequential Amendments to the Offer, the Offer Document and the Form of Acceptance |
The terms and conditions of the Offer are contained in the Offer Document and the Form of Acceptance. This Notice should be read in conjunction with the Offer Document, the Form of Acceptance and the Directors’ Circular.
The Offer, the Offer Document and the Form of Acceptance are hereby amended to the extent necessary to reflect the information contained in this Notice.
| 7. | Statutory Rights |
Securities legislation in the provinces and territories of Canada provides security holders of CryptoLogic with, in addition to any other rights they may have at law, one or more rights of rescission, price revision or to damages, if there is a misrepresentation in a circular or notice that is required to be delivered to them. However, such rights must be exercised within prescribed time limits. CryptoLogic Shareholders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.
| 8. | Responsibility statement |
The Amaya Directors (whose names are set out in paragraph 2(a) of Part 6 of the Offer Document) accept responsibility for the information contained in this Notice. To the best of the knowledge and belief of the Amaya Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Notice for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
| 9. | No Material Changes |
Amaya confirms that as at 15 May 2012, the last practicable date prior to the publication of this Notice, there has been no material change in the information previously published by it in the Offer Document, or otherwise published by it or on its behalf during the Offer Period.
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| 10. | Directors’ Approval |
The contents of this Notice have been approved and the sending thereof to the CryptoLogic Shareholders has been authorised by the board of directors of Amaya.
| 11. | Other information |
A copy of this Notice will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Amaya’s website at www.amayagaming.com/cryptologic and CryptoLogic’s website at http://offer.CryptoLogic.com by no later than 12.00 p.m. London time on 17 May 2012. For the avoidance of doubt, neither the content of the websites referred to in this Offer Document nor the content of any website accessible from hyperlinks on such websites is incorporated into or forms part of the Offer Document or this Notice.
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CERTIFICATE
16 May 2012
The foregoing, together with the Offer Document dated 17 February 2012 and published on 21 February 2012 and the Notices of Extension dated 28 March 2012, 18 April 2012 and 2 May 2012, contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
On behalf of the board of directors of Amaya
| (signed) | David Baazov Chairman, President and Chief Executive Officer | (signed) | Daniel Sebag Chief Financial Officer | |||||
| (signed) | David Gadhia Director | (signed) | Harlan Goodson Director | |||||
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Any questions and requests for assistance may be directed to the Information Agent:
1st Floor, 3 Priory Court
Pilgrim Street, London
EC4V 6DR
North American Toll Free Phone:
1-800-965-5871
UK Freephone: 0808-189-0978
Rest of the world (charged at national rates): +44 203 051 4260
Banks and Brokers: +1(212) 252-2119
e-mail: info@boudiccaproxy.com
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