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 June 2017
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 ☒
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 June 21, 2017, Amaya Inc. (the “Company”) announced the results of its Annual and Special Meeting of Shareholders (the “Meeting”) held in Montreal, Quebec, Canada on June 21, 2017. At the Meeting, the shareholders voted on the following matters: (i) election of six directors to the board of directors of the Company (the “Board”); (ii) appointment of the independent, external auditor of the Company and authorization of the Board to fix its remuneration; (iii) authorization of the continuance of the Company from the Business Corporations Act (Quebec) to the Business Corporations Act (Ontario), including approval of the new general by-laws and repeal of the current general by-laws of the Company, the articles of continuance, empowerment of the Board to determine its size as provided in the articles of continuance, and related matters; and (iv) authorization of the change of the Company’s name to “The Stars Group Inc.”. Each resolution was duly proposed and passed by the requisite majority of votes cast in person or by proxy. The Company filed a report of voting results on SEDAR at www.sedar.com and issued a news release announcing the same and related matters. A copy of the report of voting results and news release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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: June 21, 2017 | By: | /s/ Rafi Ashkenazi | ||||
| Rafi Ashkenazi | ||||||
| Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Report of Voting Results of Amaya Inc., filed June 21, 2017 | |
| 99.2 | News Release, dated June 21, 2017 | |
Exhibit 99.1
June 21, 2017
To the securities regulatory authority of each
of the Provinces and territories of Canada
REPORT OF VOTING RESULTS
Following the annual and special meeting of shareholders of Amaya Inc. (the “Corporation”) held on June 21, 2017 (the “Meeting”), and in accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting. The matters set out below are described in greater detail in the management information circular of the Corporation, dated May 21, 2017 (the “Management Information Circular”).
| Item Voted Upon |
Result of Vote | |
| 1. Election of the directors of the Corporation (the “Board”) | • The nominees proposed by management were elected by a majority of the votes cast by shareholders on a vote by ballot. Proxies were received and ballots were cast on this matter as indicated in Schedule “A” attached hereto. | |
| 2. Appointment of Deloitte LLP, London, England, (“Deloitte UK”) as independent, external auditor of the Corporation for the ensuing year or until its successor is appointed and authorizing the Board to fix its remuneration (the “Resolution to Appoint Auditor”) | • The Resolution to Appoint Auditor was approved by the shareholders of the Corporation with approximately 99.99% of the votes of the Common Shares cast in favor and approximately 0.01% of the votes of the Common Shares withheld.
As such, Deloitte UK was appointed as independent, external auditor of the Corporation until the next annual meeting of shareholders of the Corporation or until its successor is appointed and the Board is authorized to fix its remuneration. | |
| Item Voted Upon |
Result of Vote | |
| 3. Authorization of the continuance of the Corporation from the Business Corporations Act (Québec) to the Business Corporations Act (Ontario) (the “Continuance”), and in particular, (i) approval and confirmation of the new general by-laws of the Corporation and repeal of by-law No. 2014-1 of the Corporation and the general by-laws of the Corporation, (ii) approval of the articles of continuance (the “Articles of Continuance”), and (iii) empowerment of the Board to determine the size of the Board within the minimum and maximum number of directors provided for in the Articles of Continuance (collectively, the “Continuance Resolution”). | • The Continuance Resolution was approved by the shareholders of the Corporation with approximately 91.39% and 100% of the votes of the Common Shares and class A convertible preferred shares of the Corporation (the “Preferred Shares”), respectively, cast in favor and approximately 8.61% and 0% of the votes of the Common Shares and Preferred Shares, respectively, against.
As such, the Corporation is authorized to undertake and complete the Continuance as contemplated by the Continuance Resolution in the Management Information Circular. | |
| 4. Authorization of the change of the name of the Corporation to “The Stars Group Inc.” (the “Name Change”), conditional upon the Continuance becoming effective (the “Name Change Resolution”). | • The Name Change Resolution was approved by the shareholders of the Corporation with approximately 99.98% of the votes of the Common Shares cast in favor and approximately 0.02% of the votes of the Common Shares against.
As such, the Corporation is authorized to complete the Name Change as contemplated by the Name Change Resolution in the Management Information Circular, conditional upon the Continuance becoming effective. | |
DATED this 21st day of June 2017.
| AMAYA INC. | ||
| By: | (s) Marlon D. Goldstein | |
| Name: Marlon D. Goldstein | ||
| Title: Executive Vice President, Corporate Development, General Counsel & Secretary | ||
SCHEDULE “A”
ELECTION OF DIRECTORS
| Name of Nominee |
Percentage of Votes For |
Number of Votes For |
Percentage of Votes Withheld |
Number of Votes Withheld |
||||||||||||
| Divyesh (Dave) Gadhia |
99.98 | % | 75,700,767 | 0.02 | % | 14,909 | ||||||||||
| Harlan Goodson |
99.97 | % | 75,712,616 | 0.03 | % | 19,660 | ||||||||||
| Alfred F. Hurley, Jr. |
99.98 | % | 75,716,353 | 0.02 | % | 15,923 | ||||||||||
| David Lazzarato |
99.98 | % | 75,699,654 | 0.02 | % | 16,022 | ||||||||||
| Peter E. Murphy |
99.99 | % | 75,724,151 | 0.01 | % | 8,125 | ||||||||||
| Mary Turner |
99.93 | % | 75,681,252 | 0.07 | % | 51,024 | ||||||||||
Exhibit 99.2
Amaya Shareholders Approve Resolutions at Shareholder Meeting
Montreal, Canada - June 21, 2017 - Amaya Inc. (NASDAQ: AYA; TSX: AYA) is pleased to announce that all resolutions considered at today’s 2017 annual and special meeting of shareholders were approved by its shareholders.
The resolutions approved by the shareholders present in person or represented by proxy at the meeting were as follows:
| • | All director nominees, each of whom is independent, were duly elected or re-elected to Amaya’s board of directors: |
| For | Withheld | |||||||||||||
| Name |
Number | % | Number | % | ||||||||||
| Divyesh (Dave) Gadhia |
75,700,767 | 99.98 | % | 14,909 | 0.02 | % | ||||||||
| Harlan Goodson |
75,712,616 | 99.97 | % | 19,660 | 0.03 | % | ||||||||
| Alfred F. Hurley, Jr. |
75,716,353 | 99.98 | % | 15,923 | 0.02 | % | ||||||||
| David Lazzarato |
75,699,654 | 99.98 | % | 16,022 | 0.02 | % | ||||||||
| Peter E. Murphy |
75,724,151 | 99.99 | % | 8,125 | 0.01 | % | ||||||||
| Mary Turner |
75,681,252 | 99.93 | % | 51,024 | 0.07 | % | ||||||||
Each director will serve until Amaya’s next annual meeting of shareholders or until their respective successors are elected or appointed or they otherwise cease to hold office. Following the meeting, the Board re-appointed Mr. Gadhia as Chairman of the Board. Messrs. Lazzarato, Hurley and Murphy and Ms. Turner will serve as members of the Audit Committee of the Board, with Mr. Hurley currently expected to continue to serve on the Audit Committee through December 2017. Messrs. Hurley, Gadhia and Goodson will remain as members of the Corporate Governance, Nominating and Compensation Committee of the Board. Mr. Lazzarato will continue to chair the Audit Committee and Mr. Hurley will continue to chair the Corporate Governance, Nominating and Compensation Committee.
| • | Deloitte LLP, London, England was re-appointed as independent, external auditor of Amaya for the ensuing year or until its successor is appointed, and the Board was authorized to fix its remuneration. |
| • | The proposed corporate name change to “The Stars Group Inc.” and continuance under the Business Corporations Act (Ontario) pursuant to which Amaya will become an Ontario corporation, inclusive of the adoption of the articles of continuance and the new by-laws of Amaya under such act, were each approved. Amaya currently expects that the name change, continuance, and previously announced head office move to Toronto will be completed by the end of August 2017. |
The resolutions voted on at the meeting are described in more detail in Amaya’s Management Information Circular, dated May 21, 2017, which was mailed to shareholders of Amaya and is available on SEDAR at www.sedar.com and Edgar at www.sec.gov. The full report of voting results has been filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
About Amaya
Amaya is a leading provider of technology-based products and services in the global gaming and interactive entertainment industries. Amaya ultimately owns gaming and related consumer businesses and brands including PokerStars, PokerStars Casino, BetStars, Full Tilt, StarsDraft, and the PokerStars Championship and PokerStars Festival live poker tour brands (incorporating aspects of the European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour and the Asia Pacific Poker Tour). These brands have more than 111 million cumulative registered customers globally and collectively form the largest poker business in the world, comprising online poker games and tournaments, sponsored live poker competitions, marketing arrangements for branded poker rooms in popular casinos in major cities around the world, and poker programming and content created for television and online audiences. Amaya, through certain of these brands, also offers non-poker gaming products, including casino, sportsbook and daily fantasy sports. Amaya, through certain of its subsidiaries, is licensed or approved to offer, or offers under third party licenses or approvals, its products and services in various jurisdictions throughout the world,
including in Europe, both within and outside of the European Union, the Americas and elsewhere. In particular, PokerStars is the world’s most licensed online gaming brand, holding licenses or related operating approvals in 17 jurisdictions.
Cautionary Note Regarding Forward Looking Statements and Other Information
This news release contains forward-looking statements and information within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including, without limitation, certain expectations related to the completion of the corporate name change, continuance and head office relocation. Forward-looking statements can, but may not always, be identified by the use of words such as “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “intend”, “could”, “might”, “would”, “should”, “believe”, and similar references to future periods or the negatives of these words and expressions. These statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect Amaya, its customers and its industries. Although Amaya and management believe the expectations reflected in such forward-looking statements are reasonable and are based on reasonable assumptions and estimates, there can be no assurance that these assumptions or estimates are accurate or that actual results will not differ materially from those expressed or implied in forward-looking statements. Forward-looking statements are inherently subject to significant business, regulatory, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Specific risks and uncertainties include, but are not limited to, certain expectations related to the completion of the corporate name change, continuance and head office relocation, and those identified under the heading “Risk Factors and Uncertainties” in Amaya’s Annual Information Form for the year ended December 31, 2016 and “Risk Factors and Uncertainties”, “Limitations of Key Metrics and Other Data” and “Key Metrics” in its Management’s Discussion & Analysis for the three months ended March 31, 2017, each available on SEDAR at www.sedar.com, EDGAR at www.sec.gov and Amaya’s website at www.amaya.com, and in other filings that Amaya has made and may make with applicable securities authorities in the future. Investors are cautioned not to put undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date hereof, and Amaya undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Service as a director on the Board of Directors of Amaya may be subject to gaming or other legal and regulatory approval.
For further information:
For investor relations, please contact: Tim Foran, Tel: +1.416.545.1325, ir@amaya.com.
For media inquiries, please contact: Eric Hollreiser, Press@amaya.com.