The Intertain Group Limited
TSX : IT

The Intertain Group Limited

August 31, 2015 18:51 ET

Intertain Group Limited Provides Overview of Management Incentive Plan

Management Agrees to Forego Entitlements on Future Transactions Pending Board Re-evaluation

TORONTO, ONTARIO--(Marketwired - Aug. 31, 2015) - The Intertain Group Limited ("Intertain" or the "Company") (TSX:IT) today is clarifying details of the Intertain Management Incentive Plan ("MIP") for shareholders and reconfirming management's confidence and ongoing investment in the Company.

The MIP was established by Intertain's Board of Directors (the "Board") after many months of extensive analysis and consultation with a third-party compensation consultant, Global Governance Advisors ("GGA"). The MIP was established to serve the interests of both Intertain and investors, generating substantial reinvestments in the Company, rewarding management for growth and acquisition performance, and contributing to a substantial increase in shareholder value. Notwithstanding this, the Company recognizes that the MIP has become a source of concern for certain shareholders. Consequently, the Board intends to reevaluate the MIP and until such time as a full re-evaluation is completed, John Kennedy FitzGerald, President and CEO, and Keith Laslop, CFO, have agreed to forego all entitlements under the MIP on any future transactions completed by the Company.

Background on Intertain's MIP

The Board engaged GGA to provide independent third-party counsel to evaluate compensation plan options within months of the Company going public. GGA undertook to develop Intertain's compensation philosophy and peer group, as well as design an executive compensation program that aligned executive compensation with shareholder interests.

GGA is a recognized global professional advisory firm that exclusively assists boards, executives and investment organizations in maximizing the effectiveness of their executive compensation, board governance, and overall human resources committee mandate. They are independent and work primarily via board-sponsored mandates.

After reviewing multiple programs over a number of months, the Board approved GGA's recommended MIP as it had the best design to align shareholder value with executive compensation. Despite approval by the Board of the principles and terms contained in the MIP in November 2014, management agreements were only signed and the MIP formally approved by the Compensation Committee in May 2015. The MIP was disclosed publicly in Intertain's Management Information Circular dated May 20, 2015.

MIP Structure

There are three key elements to the MIP and the manner in which it is tied to acquisitions:

  • The MIP bonus pool is equal to 2% of the value of each transaction successfully completed by the Company
  • That amount is modified by the increase or decrease in market price for the common shares from the date the transaction is publicly announced to the date the transaction closes
  • Management receives 25% in cash and the balance, at the discretion of the Board, in phantom equity units, to ensure that future shareholder returns are aligned with future realized value of the compensation, or cash

In addition, the MIP includes a number of safeguards that permit the Board to ensure that the interests of investors are met:

  • Management has, at no time, been guaranteed bonuses
  • The Board has discretion to modify the final amount of the bonus pool for each transaction based on all relevant circumstances and the discretion to cap total compensation

Management Investment & MIP Awards

The MIP was used as the basis to compensate Intertain's two most senior executives, John Kennedy FitzGerald and Keith Laslop, while encouraging Company growth, increasing value and rewarding investors. Mr. FitzGerald and Mr. Laslop spent the year prior, and the time since Intertain went public, building the Company and personally providing investment as part of every transaction to date. All investments made by management were at the same price as other investors.

  • Mandalay: Management invested $2.5 million into the public financing round (Mr. FitzGerald: $2.0 million; Mr. Laslop: $500,000)
  • Vera&John: Management provided the Company a $10.0 million bridge loan at the prime interest rate, saving Intertain substantial bridge fees
  • Vera&John: Management exercised all warrants held by them from previous investments (Mr. FitzGerald: $730,000; Mr. Laslop: $186,250)
  • Jackpotjoy: Management invested $7.4 million into the financing round (Mr. FitzGerald: $4.4 million; Mr. Laslop: $3.0 million)

Mr. FitzGerald and Mr. Laslop are amongst two of the largest individual shareholders of Intertain. Intertain also announces that Mr. FitzGerald and Mr. Laslop each purchased an additional 100,000 common shares in the open market today. On an after-tax basis, with respect to the aggregate salary and bonuses received by them in 2014 and 2015, Mr. FitzGerald and Mr. Laslop have invested more money during that period for the purchase of Intertain equity securities than they have received in after-tax compensation.

Given this level of personal investment as well as the specific provisions and protections inherent in the MIP, the interests of management and shareholders are aligned. There is no incentive for non-strategic acquisitions given the substantial ownership management has assumed in the Company and the discretion afforded the Board to nullify any award funded under the MIP acts as a strong guarantor of investors' interests.

Summary

Intertain's Board maintains confidence in the MIP and has the highest regard for the performance of the management team. The Board believes that the MIP has helped to align shareholder and management interests as has been evidenced in performance to date.

All information provided related to management's investment in the Company is available under Intertain's profile at www.sedi.ca.

Conference Call

A conference call to discuss Intertain's MIP will be held on Tuesday, September 1, 2015 at 8:00am ET. David Danziger, a member of Intertain's Board of Directors who also serves on the Compensation Committee, will host the call alongside John Kennedy FitzGerald, President and CEO of Intertain and Keith Laslop, CFO. A question-and-answer session will follow the presentation.

To participate, interested parties are asked to dial (416) 340-2216 or (866) 223-7781 10 minutes prior to the scheduled start of the call. A replay of the conference call will be available until September 14, 2015 by dialing (905) 694-9451 or (800) 408-3053 and using the passcode 6489047. A transcript will also be made available on Intertain's website.

About The Intertain Group Limited

Intertain is an online gaming company that provides entertainment to a global consumer base. Intertain currently offers bingo and casino to its customers using the InterCasino www.intercasino.com, Costa www.costabingo.com, Vera&John www.verajohn.com, Jackpotjoy www.jackpotjoy.com, and Botemania.es brands. For more information about Intertain, please visit www.intertain.com.

Disclaimer in Regards to Forward-Looking Statements

Certain statements included herein, including those that express management's expectations or estimates of our future performance constitute "forward-looking statements" within the meaning of applicable securities laws, including, without limitation, our statements as to guidance regarding total revenues, total adjusted net income and total adjusted diluted income. The purpose of the guidance provided herein is to enhance our disclosure and assist in understanding our expected and targeted financial results, and this information may not be appropriate for other purposes. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies. The additional key assumptions that the Company has made in connection with the forward-looking statements is that the Company will be able to successfully integrate and realize the benefits of its completed acquisitions. Investors are cautioned not to put undue reliance on forward-looking statements. Events or circumstances that could cause the actual results to differ materially from those in the forward-looking statements include general economic, business and market conditions, foreign exchange rates, governmental and regulatory actions, including changes in law or in the interpretation of laws relating to online gaming. Except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events. Additional information identifying risks and uncertainties is contained in Intertain's filings with the Canadian securities regulators, including its annual information form dated March 31, 2015, available at www.sedar.com.

Contact Information

  • Amanda Brewer
    Vice President, Corporate Communications
    The Intertain Group Limited
    Tel: 416 720-8150
    abrewer@intertain.com