UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the Month of September 2015
001-37403
(Commission File Number)
AMAYA INC.
(Translation of registrant’s name into English)
7600 Trans Canada Hwy.
Pointe-Claire, Quebec, Canada
H9R 1C8
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On September 15, 2015, the Board of Directors (the “Board”) of Amaya Inc. (the “Company”), upon the recommendation of the Audit Committee of the Board, accepted the resignation of Deloitte LLP, Montréal, Québec, Canada (“Deloitte Canada”), as the Company’s independent registered public accounting firm, and approved the appointment of Deloitte LLP, London, England, United Kingdom (“Deloitte UK”), to serve as the Company’s new independent registered public accounting firm until the close of the next annual meeting of shareholders of the Company or until its successor is appointed. The Company provided each of Deloitte Canada and Deloitte UK with a change of auditor notice (the “Notice”), as required by applicable Canadian securities laws, and received a response letter from each of Deloitte Canada and Deloitte UK (collectively, the “Response Letters”). A copy of each of the Notice and Response Letters is attached hereto as Exhibit 99.1, 99.2 and 99.3, respectively, and is incorporated herein by reference.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Amaya Inc. | ||||||
| Date: September 15, 2015 | By: | /s/ Daniel Sebag | ||||
| Daniel Sebag | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Notice of Change of Auditor, dated September 15, 2015 | |
| 99.2 | Response Letter from Deloitte LLP, Montréal, Québec, Canada, dated September 15, 2015 | |
| 99.3 | Response Letter from Deloitte LLP, London, England, United Kingdom, dated September 15, 2015 | |
Exhibit 99.1
AMAYA INC.
NOTICE OF CHANGE OF AUDITOR
PURSUANT TO NATIONAL INSTRUMENT 51-102
| TO: | Deloitte LLP, Montréal, Québec, Canada (“Deloitte Canada”) | |
| Deloitte LLP, London, England, United Kingdom (“Deloitte UK”) | ||
| AND TO: | Autorité des marchés financiers Ontario Securities Commission Alberta Securities Commission British Columbia Securities Commission The Manitoba Securities Commission Financial and Consumer Affairs Authority of Saskatchewan | |
| RE: | Notice Regarding Change of Auditor Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) | |
Dear Sirs/Mesdames:
Notice is hereby given, pursuant to Section 4.11 of NI 51-102, of a change of independent auditor of Amaya Inc. (the “Corporation”).
| 1. | Deloitte Canada, the former independent auditor of the Corporation, tendered its resignation effective September 14, 2015 and the board of directors of the Corporation (the “Board”) has appointed Deloitte UK as successor independent auditor in its place. |
| 2. | Deloitte Canada resigned on its own initiative as a result of the recent changes in its corporate structure and the geographical location of the Corporation’s remaining operations, which are primarily outside of North America. |
| 3. | The resignation of Deloitte Canada and appointment of Deloitte UK in its place has been recommended by the Audit Committee of the Board and approved by the Board. |
| 4. | There have been no reservations contained in Deloitte Canada’s report on the Corporation’s financial statements for the year ended December 31, 2014 and Deloitte Canada did not otherwise express a modified opinion thereon. Deloitte Canada did not audit the Corporation’s financial statements for the year ended December 31, 2013. |
| 5. | There are no reportable events (as defined under 4.11(1) of NI 51-102). |
Signed this 15th day of September 2015.
| AMAYA INC. | ||
| By: | /s/ Daniel Sebag | |
| Daniel Sebag | ||
| Chief Financial Officer | ||
Exhibit 99.2
| Deloitte LLP | ||
| La Tour Deloitte | ||
| 1190 Avenue des Canadiens-de- | ||
| Montréal | ||
| Suite 500 | ||
| Montreal QC H3C 0M7 | ||
| Canada | ||
| Tel: 514-393-7115 | ||
| Fax: 514-390-4111 www.deloitte.ca | ||
September 15, 2015
| To: | Autorité des marchés financiers | |
| Ontario Securities Commission | ||
| Alberta Securities Commission | ||
| British Columbia Securities Commission | ||
| The Manitoba Securities Commission | ||
| Financial and Consumer Affairs Authority of Saskatchewan |
Dear Sirs/Mesdames:
As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change in auditor notice of Amaya Inc. dated September 15, 2015 (the “Notice”) and, based on our knowledge of such information at this time, we agree with the statements contained in the Notice.
Yours very truly,
/s/ Deloitte LLP1
| 1 | CPA auditor, CA, public accountancy permit No. A118581 |
cc: Amaya Inc.
Exhibit 99.3
|
Deloitte LLP 2 New Street Square London EC4A 3BZ
Tel: +44 (0) 20 7936 3000 Fax: +44 (0) 20 7583 1198 LDE: DX 599 www.deloitte.co.uk |
15 September 2015
To:
Autorité des marchés financiers
Ontario Securities Commission
Alberta Securities Commission
British Colombia Securities Commission
The Manitoba Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Dear Sirs/Mesdames:
As required by subparagraph (6)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change of auditor notice of Amaya Inc. dated 15 September 2015 (the “Notice”) and, based on our knowledge of such information at this time, we agree with the statements 1 to 4 and we have no basis to agree or disagree with statement 5 contained in the Notice.
Yours faithfully,
Deloitte LLP
CC: Amaya Inc.
Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom.
Deloitte LLP is the United Kingdom member firm of Deloitte Touche Tohmatsu Limited (“DTTL”), a UK private company limited by guarantee, whose member firms are legally separate and independent entities. Please see www.deloitte.co.uk/about for a detailed description of the legal structure of DTTL and its member firms.