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Notice of Kambi Group Plc Extraordinary General Meeting 2023

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In terms of Articles 41 and 42 of the Articles of Association of the Company

NOTICE IS HEREBY GIVEN that that AN EXTRAORDINARY GENERAL MEETING (the “Meeting”) of Kambi Group plc, company number C 49768 (the “Company”) will be held on Monday 19 June 2023 at 11.00 CEST at Kambi, Hälsingegatan 38, 113 43 Stockholm, Sweden, to consider the following Agenda. The registration of shareholders starts at 10.30 CEST.

Right to attendance and voting

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• To be entitled to attend and vote at the Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), shareholders must be entered on the Company’s register of members maintained by Euroclear Sweden AB by Monday 29 May 2023

• Shareholders whose shares are registered in the name of a nominee should note that they may be required by their respective nominee/s to temporarily re-register their shares in their own name in the register of members maintained by Euroclear Sweden AB in order to be entitled to attend and vote (in person or by proxy) at the Meeting. Any such re-registration would need to be effected by Monday 29 May 2023. Shareholders should therefore liaise with and instruct their nominees well in advance thereof.

• To be entitled to attend and vote in person at the Meeting, shareholders must notify Euroclear Sweden AB of their intention to attend the Meeting by Monday 29 May 2023 and can do so by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden or (iii) by phone on +46 8 402 9092 during the office hours of Euroclear Sweden AB. Notification should include the shareholder’s name, address, email address, daytime telephone number, personal or corporate identification number, number of shares held in the Company, as well as details of any proxies (if applicable, in the case that the shareholder has appointed a third party representative to attend the Meeting in their stead). Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Shareholders’ right to appoint a proxy

• A shareholder who is entitled to attend and vote at the Meeting, is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a shareholder. If the shareholder is an individual, the proxy form must be signed by the appointer (or his authorised attorney) or comply with Article 126 of the Articles. If the shareholder is a corporation, the proxy form must be signed on its behalf by an authorised attorney or a duly authorised officer of the corporation or comply with Article 126 of the Articles.

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• Proxy forms must clearly indicate whether the proxy is to vote in their discretion or in accordance with the voting instructions sheet attached to the proxy form. Your proxy shall vote as you have directed in respect of the resolutions set out in this notice or on any other resolution that is properly put to the meeting. If the proxy form is returned to the Company without any indication as to how the proxy shall vote, generally or in respect of a particular resolution, the proxy shall exercise their discretion as to how to vote or whether to abstain from voting, generally or in respect of that particular resolution (as applicable).

• Where the shareholder is a corporation, a document evidencing the signatory right of the officer signing the proxy form, must be submitted with the proxy form. Where the proxy form is signed on behalf of the shareholder by an attorney (rather than by an authorised representative, in the case of a corporation), the original power of attorney or a copy thereof certified or notarised in a manner acceptable to the Board of Directors must be submitted to the Company, failing which the appointment of the proxy may be treated as invalid.

• The original signed proxy form and, if applicable, other supporting documents (required pursuant to the above instructions), must be received by Euroclear Sweden AB no later than Monday 29 May 2023 by (i) e-mail to [email protected] or (ii) mail to: Kambi Group plc, c/o Euroclear Sweden AB, Box 191, SE-101 23 Stockholm, Sweden. Shareholders are therefore encouraged to submit their proxy forms (and other supporting documents, if any) as soon as possible.

• Proxy forms are available on the Company website www.kambi.com under the General Meetings section

• Aggregated attendance notifications and proxy data processed by Euroclear Sweden AB must be transmitted to and received by the Company by email at [email protected] not less than 48 hours before the time appointed for the Meeting and in default shall not be treated as valid

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Agenda

1. Opening of the Meeting

2. Election of Chairman of the Meeting

3. Drawing up and approval of the voting list

4. Approval of the Agenda

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5. Determination that the Meeting has been duly convened

6. Election of two persons to approve the minutes

Special Business (Extraordinary Resolutions)

7. THAT the Directors be and are hereby duly authorised and empowered in accordance with Articles 85(1) and 88(7) of the Companies Act and Article 3 of the Articles, on one or several occasions prior to the date of the next Annual General Meeting of the Company, to issue and allot up to a maximum of 3,127,830 Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each (corresponding to a dilution of 10% of total shares as at the date of the notice to the 2023 Annual General Meeting) for payment in kind or through a direct set-off in connection with an acquisition, and to authorise and empower the Directors to restrict or withdraw the right of pre-emption associated to the issue of the said shares. This resolution is being taken in terms and for the purposes of the approvals necessary in terms of the Companies Act and the Articles of Association of the Company. (Resolution a)

8. WHEREAS (i) at a meeting of the Board of Directors of the Company held on 3 April 2023, the Directors resolved to obtain authority to buy back Ordinary ‘B’ shares in the Company having a nominal value of €0.003 each; and

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(ii) pursuant to Article 5 of the Articles and Article 106(1) (b) of the Companies Act a company may acquire any of its own shares otherwise than by subscription, provided inter alia authorisation is given by an extraordinary resolution, which resolution will need to determine the terms and conditions of such acquisitions and in particular the maximum number of shares to be acquired, the duration of the period for which the authorisation is given and the maximum and minimum consideration.

NOW THEREFORE the members of the Company resolve that the Company be generally authorised to make purchases of Ordinary ‘B’ shares in the Company of a nominal value of €0.003 each in its capital, subject to the following:

(a) the maximum number of shares that may be so acquired is 3,127,830 which is equivalent to 10% of total shares as at the date of the notice to the 2023 Annual General Meeting;

(b) the minimum price that may be paid for the shares is SEK1 per share;

(c) the maximum price that may be paid for the shares is SEK1,000 per share;

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(d) the maximum aggregate number of shares that can either be i) issued and allotted under Resolution a and, ii) bought back under this Resolution b, shall not exceed 3,127,830; and

(e) the authority conferred by this resolution shall expire on the date of the 2024 Annual General Meeting, but in any case shall not exceed the period of 18 months, but not so as to prejudice the completion of a purchase contracted before that date. (Resolution b)

9. Closing of the Extraordinary General Meeting

Information about proposals related to Agenda items

Both extraordinary Resolutions, Resolutions a and b, were presented in their entirety to the Annual General Meeting held on 11 May 2023 (which resolutions were referred to therein as resolutions m and n respectively), and obtained one majority of two required in terms of article 135 of the Companies Act (Cap 386), and in terms of Articles 48B.2(b) of the Articles of Association of the Company. To this end, this Extraordinary General Meeting is being convened within 30 days of the Annual General Meeting, in accordance with the aforementioned provisions of the Companies Act and the Articles, in order to take a fresh vote on the proposed extraordinary resolutions.

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Agenda item 7 (Resolution a)
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a directed set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares on each issue date will be used in determining the price at which shares will be issued. For the purposes of Article 88(7) of the Companies Act, through this resolution the members of the Company are also authorising the Board of Directors to restrict or withdraw the members’ right of pre-emption that would normally entitle members to be offered the newly issued shares in the Company in proportion to their shareholding before such new shares are offered to third parties.

Agenda item 8 (Resolution b)
The Board of Directors proposes that the acquisition by the Company of its own shares shall take place on First North Growth Market at Nasdaq Stockholm or via an offer to acquire the shares to all members of the Company. Such acquisitions of own shares may take place on multiple occasions and will be based on market terms, prevailing regulations and the capital situation at any given time. Notification of any purchase will be made to First North Growth Market at Nasdaq Stockholm and details will appear in the Company’s annual report and accounts. Any resolution to repurchase own shares will be publicly disclosed. The objective of the buyback and transfer right is to ensure added value for the Company’s shareholders and to give the Board increased flexibility with the Company’s capital structure.

Following such buybacks, the intention of the Board would be to either cancel, use as consideration for an acquisition or transfer to employees under a company share incentive plan. Once repurchased, further shareholder and Bondholder approval would be required before those shares could be cancelled.

If used as consideration for an acquisition the intention would be that they would be issued as shares and not sold first.

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Rivalry Announces Application for a Management Cease Trade Order for Late Filing of Annual Filings

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Rivalry Corp. (TSXV: RVLY) (OTCQB: RVLCF) (“Rivalry” or the “Company”), the leading sportsbook and iGaming operator for digital-first players, today announces that it will be late in filing its audited financial statements and management’s discussion and analysis for the year ended December 31, 2024 and related certifications (the “Annual Filings”).

In response to the Annual Filings delay, the Company has applied to the Ontario Securities Commission for a management cease trade order (the “MCTO”) under National Policy 12-203 – Management Cease Trade Orders (“NP 12-203”) that will prohibit the management of the Company from trading in the securities of the Company until such time as the Annual Filings are filed. No decision has yet been made by the Ontario Securities Commission on this application. The Ontario Securities Commission may grant the application and issue the MCTO or it may impose an issuer cease trade order if the Annual Filings are not filed in a timely fashion. If the MCTO is granted, such an order would not generally affect the ability of persons who have not been directors, officers or insiders of the Company to trade the securities of the Company pending the filing of the Annual Filings on SEDAR+.

As previously announced, the Company has initiated a review of strategic alternatives to maximize long-term stakeholder value (the “Strategic Review”). The Company has determined that it is in the best interests of the Company to utilize its current management resources to advance the Strategic Review, resulting in a delay of completing the Annual Filings by the April 30, 2025 deadline.

The Company is working on the preparation of the Annual Filings and expects to complete the Strategic Review and the Annual Filings by June 30, 2025. Until the Annual Filings are filed, the Company intends to satisfy the provisions of the Alternate Information Guidelines as set out in NP 12-203 for as long as it remains in default, including the issuance of bi-weekly default status reports, each of which will be issued in the form of a news release.

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The Company confirms that it is not subject to any insolvency proceeding as of the date hereof. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date hereof.

Company Contact:
Steven Salz, Co-founder & CEO
[email protected]

Investor Contact:
[email protected]

Cautionary Note Regarding Forward-Looking Information and Statements

This news release contains certain forward-looking information within the meaning of applicable Canadian securities laws (“forward-looking statements”). All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “anticipate”, “achieve”, “could”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “outlook”, “expect”, “project” and similar words, including negatives thereof, suggesting future outcomes or that certain events or conditions “may” or “will” occur. These statements are only predictions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the Strategic Review, the anticipated filing of the Annual Filings, the application for the MCTO and the granting thereof by the Ontario Securities Commission.

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Forward-looking statements are based on the opinions and estimates of management of the Company at the date the statements are made based on information then available to the Company. Various factors and assumptions are applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Forward-looking statements are subject to and involve a number of known and unknown, variables, risks and uncertainties, many of which are beyond the control of the Company, which may cause the Company’s actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors, among other things, include regulatory or political change such as changes in applicable laws and regulations; the ability to obtain and maintain required licenses; the esports and sports betting industry being a heavily regulated industry; the complex and evolving regulatory environment for the online gaming and online gambling industry; the success of esports and other betting products are not guaranteed; changes in public perception of the esports and online gambling industry; negative cash flow from operations and the Company’s ability to operate as a going concern; failure to retain or add customers; the Company having a limited operating history; operational risks; cybersecurity risks; reliance on management; reliance on third parties and third-party networks; exchange rate risks; risks related to cryptocurrency transactions; risk of intellectual property infringement or invalid claims; the effect of capital market conditions and other factors on capital availability; competition, including from more established or better financed competitors; and general economic, market and business conditions. For additional risks, please see the Company’s management’s discussion and analysis for the three and nine months ended September 30, 2024 under the heading “Risk Factors”, and other disclosure documents available on the Company’s SEDAR+ profile at sedarplus.ca.

No assurance can be given that the expectations reflected in forward-looking statements will prove to be correct. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The post Rivalry Announces Application for a Management Cease Trade Order for Late Filing of Annual Filings appeared first on Gaming and Gambling Industry in the Americas.

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Rivalry Reports Strong Q1 2025 KPI Growth, Validating Strategic Pivot Amid Temporary Margin Variance

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Rivalry Corp. (TSXV: RVLY) (OTCQB: RVLCF) (“Rivalry” or the “Company”), the leading sportsbook and iGaming operator for digital-first players, today shared preliminary key performance indicators (“KPIs”) and revenue figures for the three months ended March 31, 2025 (“Q1 2025”), underscoring the success of its strategic transformation and path toward sustainable, profitable growth. All dollar figures are quoted in Canadian dollars.

Q1 2025 marks the first full quarter under Rivalry’s revamped operating model, following significant changes to product offerings, organizational structure, cost management, and user acquisition strategies. Underlying KPIs show improved unit economics, deeper engagement, and structural momentum toward long-term sustainability.

Revenue in the quarter was lower than prior periods – a result of Rivalry’s deliberate shift to a leaner, more efficient model – creating a stronger foundation that the Company is now building on. The shortfall also reflected temporary variance in sportsbook hold, amplified by a strategic focus on high-value and VIP players. The Company believes that these segments drive significantly greater long-term value but can introduce short-term volatility as they scale.

“Our Q1 KPIs are delivering tangible results that validate our strategic shift,” said Steven Salz, Co-Founder and CEO of Rivalry. “The structural changes we implemented over the past six months – from streamlining operations and refocusing the product, to modernizing our platform and concentrating on high-value players – are now clearly reflected in our KPIs. We’re operating more efficiently than ever, generating significantly more revenue per user, and moving closer to achieving sustainable profitability.”

Q1 2025 Highlights1:

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  • Operational Efficiency Up 400%: In Q1 2025, Rivalry generated over 400% more net revenue per user per dollar of operating expense as compared to its average before the strategic overhaul. This marks a significant leap in cost efficiency and operating leverage, validating the impact of recent changes.
  • Shift to High-Value Players Driving 175% Increase in Player Monthly Deposits: Total deposits rose 36% month over month in February 2025 and another 12% in March 2025, despite a smaller active user base than past peaks. In Q1 2025, average monthly deposits per player were just over 175% higher than the periods prior to Rivalry’s October 2024 strategic overhaul – a clear result of the Company’s focus on acquiring and retaining high-value players, while improving unit economics and lowering variable costs.
  • 115% Increase in Monthly Deposit Frequency: In Q1 2025, average monthly deposit frequency per player increased by 115% compared to the average prior to Rivalry’s October 2024 rebuild – signaling strong user re-engagement and validating the Company’s refined product experience and more targeted player strategy.
  • All-Time High in Monthly Betting Handle per User: Monthly betting handle per active user hit a new all-time high in March 2025, marking the fifth consecutive month of record-breaking engagement and deeper player value.
  • Record Revenue per User: In March 2025, monthly Gross and Net Revenue per active user reached all-time highs (normalized for margin variance), extending a four-month streak of consistent revenue per active user growth and player monetization strength.
  • Month over Month Active User Growth: Monthly active players grew by 9% in March 2025, following a similar increase in February 2025, despite a significantly reduced global marketing budget compared to the same period last year.
  • Ontario Regulated Market Showing Strong, Improving Unit Economics: Since the Company’s operational shift, Rivalry’s Average Revenue Per Playing Account (“ARPPA”) in Ontario – a monthly metric defined by and publicly reported by gaming regulator iGO – has generally trended in line with the market average, and in some months exceeded it by as much as 50%. ARPPA has also nearly doubled compared to pre-overhaul levels at Rivalry, reflecting strengthening unit economics supported by efficient customer acquisition, with customer acquisition cost paybacks consistently within single-digit weeks.

Operational Momentum and Efficiency Gains Reflect Structural Progress

The Company’s Q1 2025 performance reflects the first full quarter operating under a significantly leaner structure, with total monthly run rate operating expenses reduced by approximately 65% as compared to prior peak periods.

Betting handle in Q1 2025 was $58.2 million, and net revenue $1.3 million1, for a net revenue margin of 2.3%. This compares to Rivalry’s full-year 2024 net revenue margin of 4.4%1, with the Q1 2025 margin variance largely attributable to short-term fluctuations in sportsbook hold. This was amplified by the Company’s strategic pivot toward high-value and VIP players – segments that offer significantly greater long-term value but naturally introduce more short-term variability in margin performance as they scale.

On a normalized margin basis, Rivalry’s Q1 2025 net revenue would have covered approximately 75% of current run rate operating expenses, inclusive of additional cost reductions completed in early April that lowered monthly operating expenses by approximately $140,000. Growing user value, rising engagement, and stronger unit economics reflect encouraging momentum toward long-term financial sustainability.

“The KPIs are telling the real story – user value is up, efficiency is up, and player engagement is the strongest we’ve seen in the Company’s history,” said Steven Salz, Co-Founder and CEO of Rivalry. “Even with soft margin outcomes in Q1 2025, the model is showing strong underlying signals. As sportsbook hold normalizes and our cost base becomes leaner, we believe we’re moving in the right direction.”

Over the past six months, Rivalry has reduced monthly run rate operating expenses by approximately $1.7 million per month, inclusive of the recently completed April 2025 reductions. These reductions have been enabled by a fully modernized core product with improved site performance and ongoing development velocity across key revenue-driving features. The Company has also realized efficiencies through vendor rationalization and the rollout of AI-driven tools across departments.

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“We’ve built a stronger, leaner, and more focused Rivalry,” Salz added. “Our improved KPIs and disciplined cost management have created a healthier foundation. With continued operational momentum and a re-energized product, we believe we’re on a promising path forward.”

The post Rivalry Reports Strong Q1 2025 KPI Growth, Validating Strategic Pivot Amid Temporary Margin Variance appeared first on Gaming and Gambling Industry in the Americas.

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Elantil strengthens its marketplace with Hub88 partnership

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Revolutionary platform solution provider adds over 12,000 cutting-edge casino titles to its portfolio after integrating with industry-leading casino aggregator

Elantil, the ambitious new platform solution provider aiming to redefine relationships between operators and suppliers, has announced it has significantly expanded the range of options available via its online marketplace after striking a new partnership with Hub88.

A high-profile integration with one of iGaming’s most successful casino aggregators, the deal will see an incredible range of 12,000+ state-of-the-art casino titles from over 120 of the industry’s leading software studios made available to Elantil clients – and all at no extra cost to the operator.

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As the Elantil model enables clients to form contracts with suppliers without the need of an intermediary, the company doesn’t dictate the terms of their agreements and never charges any  additional commission, allowing operators to enjoy simple, cost-effective one-click integrations.

Boasting one of the largest content libraries in the industry, a powerful back office and customer support that’s available 24/7 in a variety languages, Hub88 prides itself on offering the next generation of casino aggregation and can help operators provide a more tailored user experience.

The aggregator’s advanced personalisation model draws on player interaction data to create recommendations for top games, similar games and custom lobbies, meaning customers can find the content they love faster and also enjoy titles that have been curated to their preferences.

Offering all this and more, the addition of Hub88 to the Elantil’s Marketplace will provide a major boom to the company’s clients and marks the third such expansion Elantil has made in the past month  – again reiterating its commitment to rewriting the playbook for online platform solutions by connecting as much third-party providers it can to its current and future operators.

John Debono, Chief Technical Officer at Elantil, said: “The Elantil marketplace was designed to connect operators with a comprehensive range of iGaming products and the addition of Hub88’s content will only strengthen this proposition further. Offering one of the largest libraries in the industry, Hub88 puts over 12,000 games at operators’ fingertips – all of which are now available via our easy and cost-effective plug-and-play solution.”

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Ollie Castelman, Managing Director at Hub88, said: “At Hub88 we pride ourselves on providing the next generation of casino aggregation, so it’s only natural that we’d choose to partner with a company that’s rewriting the rulebook when it comes to online platform solutions. With all our content now available via the Elantil Marketplace, interested clients can reach out to us with their requests and we’ll supply the details they need to integrate our games directly from the platform.”

The post Elantil strengthens its marketplace with Hub88 partnership appeared first on European Gaming Industry News.

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