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Recommended cash offer for cryptologic limited by amaya gaminggroup inc. - China Huggie Earring by qrt etget





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Recommended cash offer for cryptologic limited by amaya gaminggroup inc. - China Huggie Earring by
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Recommended cash offer for cryptologic limited by amaya gaminggroup inc. - China Huggie Earring


 
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05/16/12 -- NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TODO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCHJURISDICTION. Summary On 2 February 2012, the boards of Amaya Gaming Group Inc. ("Amaya")(TSX VENTURE:AYA) and CryptoLogic Limited ("CryptoLogic") (TSX:CRY)announced the terms of a recommended cash offer (the "Offer") to bemade by Amaya to acquire the entire issued and to be issuedordinary share capital of CryptoLogic ("CryptoLogic Shares"). On 29 March 2012, Amaya announced that the Offer had become whollyunconditional and that it had extended the Offer until 3.00 p.m.London time (10.00 a.m. Toronto time) on 18 April 2012, unlessotherwise extended.

On 18 April 2012, Amaya announced that it had extended the Offeruntil 3.00 p.m. London time (10.00 a.m. Toronto time) on 2 May2012, unless otherwise extended. On 2 May 2012, Amaya announced that it had extended the Offer until3.00 p.m. London time (10.00 a.m.

Toronto time) on 16 May 2012,unless otherwise extended. Amaya announces today that, as at 3.00 p.m. London time (10.00 a.m.Toronto time), it has received acceptances giving Amaya controlover 12,299,558 CryptoLogic Shares, representing approximately88.95 per cent. of the issued share capital of CryptoLogic and thatthe Offer is being further extended. Amaya also announces today that amendments have been made to theOffer Document.

Acceptance Levels Amaya announces that as at 3.00 p.m. London time (10.00 a.m.Toronto time) today, it has received valid acceptances of the Offerin respect of a total of 11,327,929 CryptoLogic Shares representingapproximately 81.92 per cent. of the issued share capital ofCryptoLogic and approximately 88.12 per cent of CryptoLogic Sharesto which the Offer relates. CryptoLogic Shares in respect of which valid acceptances have beenreceived include (i) acceptances received in respect of 11,000CryptoLogic Shares (representing approximately 0.08 per cent. ofthe issued share capital of CryptoLogic) which were subject toirrevocable undertakings received from the CryptoLogic Directorsand (ii) acceptances received in respect of 2,048,580 CryptoLogicShares (representing approximately 14.82 per cent.

of the issuedshare capital of CryptoLogic) which were subject to undertakingsreceived from Jemekk Capital Management Inc., Birkenshaw &Company Ltd. and K2 & Associates Investment Management Inc. Taking into account the existing holding of Amaya of 971,629CryptoLogic Shares (representing approximately 7.02 per cent. ofthe issued share capital of CryptoLogic), the total numbers ofCryptoLogic Shares over which Amaya now has control is 12,299,558representing approximately 88.95 per cent.

of the issued sharecapital of CryptoLogic. Extension Amaya also announces that the Offer is extended and will remainopen for acceptance until 3.00 p.m. London time (10.00 a.m. Torontotime) on 30 May 2012, unless otherwise extended.

Forms of Acceptance not yet returned should be completed andreturned in accordance with the instructions set out in the OfferDocument and in the Form of Acceptance as soon as possible. Amendments Amaya has amended the Offer Document to provide for other means ofacquiring by it the remaining CryptoLogic Shares not tendered tothe Offer. Capitalised terms used and not defined in this announcement havethe same meanings given to them in the Offer Document dated 17February 2012 and published on 21 February 2012. Enquiries If you require assistance or have any questions about proceduresfor acceptance of the Offer, please contact Boudicca ProxyConsultants, 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): +44203 051 4260 Banks and Brokers may call +1(212) 252-2119 for information orassistance.

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 toFriday.

Alternatively, you may email your enquiries to . Please note that the Information Agent cannot provide anyfinancial, legal or tax advice or advice on the merits of theOffer. Important Notice This Announcement is for information purposes only and is notintended to and does not constitute, or form any part of, an offerto sell or an invitation to subscribe for or purchase anysecurities or the solicitation of an offer to purchase or subscribefor any securities in any jurisdiction pursuant to the Offer orotherwise. Any response in relation to the Offer should be madeonly on the basis of the information contained in the OfferDocument (which contains the full terms and conditions of the Offerincluding details on how to accept the Offer) and, in the case ofCryptoLogic Shares held in certificated form, the Form ofAcceptance or any other document by which the Offer is made. Canaccord Genuity, which is authorised and regulated in the UnitedKingdom by the FSA, is acting exclusively for Amaya and no one elsein connection with the Offer and other matters referred to in thisAnnouncement and will not be responsible to any person other thanAmaya for providing the protections afforded to clients ofCanaccord Genuity nor for giving advice in relation to the Offer orany other matter or arrangement referred to in this Announcement.

Deloitte Corporate Finance is acting exclusively for CryptoLogicand no one else in connection with the Offer and other mattersreferred to in this Announcement and will not be responsible to anyperson other than CryptoLogic for providing the protectionsafforded to clients of Deloitte Corporate Finance nor for givingadvice in relation to the Offer or any other matter or arrangementreferred to in this Announcement. Deloitte Corporate Finance is adivision of Deloitte LLP, which is authorised and regulated in theUnited Kingdom by the FSA in respect of regulated activities. Overseas Jurisdictions Unless otherwise determined by Amaya or required by the Code, andpermitted by applicable law and regulation, the Offer is not being,and will not be, made available, directly or indirectly, in, intoor 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 anational securities exchange of any Restricted Jurisdiction.Accordingly, copies of this Announcement and all documents relatingto the Offer are not being, and must not be, directly orindirectly, mailed or otherwise forwarded, distributed or sent, inwhole or in part, in, into or from any Restricted Jurisdictionwhere to do so would violate the laws in that jurisdiction, andpersons receiving this Announcement and all documents relating tothe Offer (including custodians, nominees and trustees) must notmail or otherwise distribute or send them in, into or from suchjurisdictions where to do so may violate the laws in thatjurisdiction. The availability of the Offer to CryptoLogic Shareholders who arenot resident in the United Kingdom, Guernsey, Canada or the UnitedStates may be affected by the laws of the relevant jurisdictions inwhich they are resident. Persons who are not resident in the UnitedKingdom, Guernsey, Canada or the United States should informthemselves of, and observe, any applicable requirements.

Dealing Disclosure Requirements Under Rule 8.3(a) of the Code, any person who is interested in oneper cent. or more of any class of relevant securities of an offereecompany or of any paper offeror (being any offeror other than anofferor in respect of which it has been announced that its offeris, or is likely to be, solely in cash) must make an OpeningPosition Disclosure following the commencement of the offer periodand, if later, following the announcement in which any paperofferor is first identified. An Opening Position Disclosure mustcontain details of the person's interests and short positions in,and rights to subscribe for, any relevant securities of each of (i)the offeree company and (ii) any paper offeror(s). An OpeningPosition Disclosure by a person to whom Rule 8.3(a) applies must bemade by no later than 3.30 pm on the 10th Business Day followingthe commencement of the offer period and, if appropriate, by nolater than 3.30 pm on the 10th Business Day following theannouncement in which any paper offeror is first identified.Relevant persons who deal in the relevant securities of the offereecompany or of a paper offeror prior to the deadline for making anOpening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes,interested in one per cent.

or more of any class of relevantsecurities of the offeree company or of any paper offeror must makea Dealing Disclosure if the person deals in any relevant securitiesof the offeree company or of any paper offeror. A DealingDisclosure must contain details of the dealing concerned and of theperson's interests and short positions in, and rights to subscribefor, any relevant securities of each of (i) the offeree company and(ii) any paper offeror, save to the extent that these details havepreviously been disclosed under Rule 8. A Dealing Disclosure by aperson to whom Rule 8.3(b) applies must be made by no later than3.30 pm on the Business Day following the date of the relevantdealing. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire or control aninterest in relevant securities of an offeree company or a paperofferor, they will be deemed to be a single person for the purposeof Rule 8.3. Opening Position Disclosures must also be made by the offereecompany and by any offeror and Dealing Disclosures must also bemade by the offeree company, by any offeror and by any personsacting 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 whoserelevant securities Opening Position Disclosures and DealingDisclosures must be made can be found in the Disclosure Table onthe Takeover Panel's website at .uk,including details of the number of relevant securities in issue,when the offer period commenced and when any offeror was firstidentified. You should contact the Panel's Market Surveillance Uniton +44 (0)20 7638 0129 if you are in any doubt as to whether youare required to make an Opening Position Disclosure or a DealingDisclosure. Notice to US Investors This Announcement is for informational purposes only and does notconstitute an offer to sell or an invitation to purchase anysecurities or the solicitation of an offer to buy any securities,pursuant to the Offer or otherwise. This Announcement also does notconstitute a Solicitation/ Recommendation Statement under the rulesand regulations of the SEC.

The Offer is being made solely by meansof an Offer Document, the Form of Acceptance accompanying the OfferDocument and any other documents required by applicable law, whichwill contain the full terms and conditions of the Offer, includingdetails of how the Offer may be accepted. In the United States,Amaya has filed with the SEC a Tender Offer Statement on ScheduleTO containing the Offer Document and other related documentationand CryptoLogic has filed with the SEC aSolicitation/Recommendation Statement on Schedule 14D-9. Free copies of the Schedule TO, the Schedule 14D-9 and the otherrelated documents filed by Amaya or CryptoLogic in connection withthis Offer are available on the SEC's website at www.sec.gov . The Offer Document, Form of Acceptance accompanying the OfferDocument and any other documents required by applicable law will bemade available to all CryptoLogic Shareholders, ExchangeableShareholders and CryptoLogic Option Holders at no charge to them.CryptoLogic Shareholders are advised to read the Offer Document andthe accompanying Form of Acceptance because they contain importantinformation. CryptoLogic Shareholders in the United States are alsoadvised to read the Tender Offer Statement and theSolicitation/Recommendation Statement because they containimportant information.

Publication on websites A copy of this Announcement will be available free of charge,subject to certain restrictions relating to persons resident inRestricted Jurisdictions, on Amaya's website at/cryptologic and on CryptoLogic's website at offer.cryptologic.com by no later than 12.00 noon London time (7.00 a.m. Toronto time)on 17 May 2012. For the avoidance of doubt, neither the content ofthe websites referred to in this Announcement nor the content ofany website accessible from hyperlinks on such websites isincorporated into or forms part of this Announcement. Neither TSX Venture Exchange nor its Regulation Services Provider(as that term is defined in policies of the TSX Venture Exchange)accepts responsibility for the adequacy or accuracy of thisrelease. Contacts: Amaya: David Baazov, President and CEO Daniel Sebag, CFO +1 514 744 3122 Canaccord Genuity (Financial Adviser to Amaya): Simon Bridges/Kit Stephenson +44 (0)207 523 8000 Neil Johnson +1 416 869 7224 CryptoLogic: David Baazov, Chairman and CEO Daniel Sebag, CFO +1 514 744 3122 Deloitte Corporate Finance (Financial Adviser to CryptoLogic): Jonathan Hinton David Smith +44 (0)207 936 3000 Luther Pendragon (PR adviser to CryptoLogic): Neil Thapar Alexis Gore +44 (0)20 7618 9100 Copyright @ Marketwire.

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