TIDMBPTY TIDMGVC
RNS Number : 6437N
bwin.party digital entertainment
01 February 2016
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE
FOR ANY GVC SHARES IN CONNECTION WITH THE OFFER EXCEPT ON THE BASIS
OF INFORMATION IN THE PROSPECTUS AND THE SCHEME DOCUMENT WHICH WERE
PUBLISHED ON 13 NOVEMBER 2015.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
1 February 2016
Recommended offer for
bwin.party digital entertainment plc ('bwin.party' or the
'Company')
by GVC Holdings PLC ('GVC')
Scheme effective
Further to the announcement dated 29 January 2016 that the Court
had sanctioned the Scheme, and following the delivery of the Court
Order to the Registrar of Companies for registration, the Scheme to
effect the recommended acquisition of bwin.party by GVC has now
become effective in accordance with its terms and the entire issued
ordinary share capital of the Company is now owned by GVC.
Mix and Match Election
Share Elections in respect of 219,202,649 Scheme Shares,
representing approximately 26 per cent. of the aggregate number of
Scheme Shares, and Cash Elections in respect of 88,464,317 Scheme
Shares, representing approximately 10 per cent. of the aggregate
number of Scheme Shares, were made by Scheme Shareholders. The
ability to satisfy all elections for cash consideration and/or New
GVC Shares made by bwin.party Shareholders was dependent on other
bwin.party Shareholders making equal and opposite elections.
Pursuant to the terms of the Scheme, Scheme Shareholders who
made valid Share Elections have had such elections satisfied and
will receive approximately 0.286 of a New GVC Share per Scheme
Share. Scheme Shareholders who made valid Cash Elections have had
such elections scaled down on a pro rata basis such that
approximately 40 per cent. of each such Scheme Shareholder's Cash
Elections will not be satisfied. Accordingly, Scheme Shareholders
who made valid Cash Elections will receive 129.64 pence per Scheme
Share in respect of Cash Elections that have been satisfied and
will receive the basic offer consideration, which is 25 pence in
cash and 0.231 of a New GVC Share (the Basic Offer), in respect of
Cash Elections that have not been satisfied.
Scheme Shareholders for which no Mix and Match Election was
made, or no valid Mix and Match Election made, will receive the
Basic Offer.
Delisting Timetable
An application has been made to the UK Listing Authority
requesting the cancellation of the listing of bwin.party Shares on
the Official List and an application has been made to the London
Stock Exchange requesting the cancellation of trading of bwin.party
Shares on the London Stock Exchange's main market for listed
securities. The cancellation of the listing and trading of
bwin.party Shares and the admission of the issued and to be issued
GVC shares to the Official List (Standard Segment) and to trading
on the main market of the London Stock Exchange is expected to take
place at or around 8.00 a.m. on 2 February 2016.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the scheme document dated 13 November 2015 sent or made
available to bwin.party Shareholders.
A copy of this announcement will also be available on
bwin.party's website at www.bwinparty.com.
Enquiries:
bwin.party digital entertainment
plc +44 207 337 0177
Philip Yea, Chairman
Peter Reynolds
Deutsche Bank (Financial Adviser
and Joint Corporate Broker +44 (0)20 7545
to bwin.party) 8000
James Arculus
James Maizels
Charles Wilkinson (Corporate
Broker)
Numis Securities (Joint Corporate +44 (0) 20 7260
Broker to bwin.party) 1000
Michael Meade
Rupert Krefting
FTI Consulting (Public Relations +44 (0) 20 3727
Adviser to bwin.party) 1067
Ed Bridges
Alex Le May
Important Notices
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority are
available on request or from
www.db.com/en/content/eu_disclosures.htm. Deutsche Bank is acting
as financial adviser to bwin.party and no one else in connection
with the Offer or the contents of this announcement and will not be
responsible to anyone other than bwin.party for providing the
protections afforded to clients of Deutsche Bank or for providing
advice in relation to the Offer or any other matters referred to
herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for bwin.party and no-one else in connection with the
subject matter of this announcement, and will not be responsible to
anyone other than bwin.party for providing the protections afforded
to clients of Numis Securities Limited, nor for giving advice in
relation to the subject matter of this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or solicitation of any offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Offer or otherwise, nor shall there be any sale,
issuance, or transfer of securities in any jurisdiction in
contravention of applicable law.
The Offer is being made solely by means of the Scheme Document
which contains the full terms and Conditions of the Offer. The GVC
Prospectus contains information about the Enlarged Group and the
New GVC Shares.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or Gibraltar or who are subject to
other jurisdictions should inform themselves of, and observe, any
applicable requirements. Any failure to comply with these
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
requirements by any person.
US bwin.party Shareholders should note that the Offer relates to
the securities of a Gibraltar company which are admitted to trading
on a UK regulated market, is subject to Gibraltar and UK procedural
and disclosure requirements (which are different from those of the
US) and is proposed to be implemented under a scheme of arrangement
provided for under the company law of Gibraltar. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules under the US Exchange Act. Accordingly, the
Scheme will be subject to Gibraltar procedural and disclosure
requirements and practices, which are different from the procedural
and disclosure requirements of the US tender offer rules. The
financial information with respect to bwin.party included in the
Prospectus or the Scheme Document has been or will have been
prepared in accordance with IFRS and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US. If GVC exercises its right to
implement the acquisition of the bwin.party Shares by way of a
Takeover Offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations.
The New GVC Shares have not been, and will not be, registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States. Accordingly, the
New GVC Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. The New GVC Shares are expected to
be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10)
thereof. bwin.party Shareholders who will be affiliates of GVC
after the Effective Date will be subject to certain US transfer
restrictions relating to the New GVC Shares received pursuant to
the Scheme.
The receipt of New GVC Shares and cash pursuant to the Offer by
a US bwin.party Shareholder may be a taxable transaction for US
federal income tax purposes and under applicable state and local,
as well as foreign and other tax laws. Each bwin.party Shareholder
is urged to consult his independent professional advisor
immediately regarding the tax consequences of acceptance of the
Offer.
February 01, 2016 07:14 ET (12:14 GMT)
It may be difficult for US bwin.party Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since GVC and bwin.party are located in countries other than
the United States, and some or all of their officers and directors
may be residents of countries other than the United States. US
bwin.party Shareholders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of the
US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States. Unless otherwise determined by GVC
and permitted by applicable law and regulation, the Offer will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Offer by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Offer are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Offer to bwin.party Shareholders who are
not resident in the United Kingdom or Gibraltar may be affected by
the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom or Gibraltar
should inform themselves of, and observe, any applicable
requirements.
Austria
Neither this announcement, the Prospectus, the Scheme Document
or any other document relating to the Offer have been submitted to
or will be submitted for approval or recognition to the Austrian
Financial Markets Authority (Österreichische Finanzmarktaufsicht -
FMA). The Offer will be made to bwin.party Shareholders in Austria
in reliance on (a) -- 3 (1) 8 of the Austrian Capital Market Act
(Kapitalmarktgesetz - KMG). In addition, the Offer will be made to
bwin.party Shareholders in Austria who are 'qualified investors'
(qualifizierte Anleger) in the sense of -- 1 (1) 5a of the Austrian
Capital Market Act. Insofar as Austria is concerned, this
announcement, the Prospectus, the Scheme Document and any other
documents relating to the Offer are being issued only for the
personal use of qualified investors and exclusively for the purpose
of the Offer. The information contained in this announcement, the
Prospectus, the Scheme Document and any documents relating to the
Offer may not be used for any other purpose or disclosed to any
other person in Austria.
Publication on Website and Availability of Hard Copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on bwin.party's website at www.bwinparty.com by no
later than 12 noon (London time) on the business day following this
announcement. For the avoidance of doubt, the contents of this
website are not incorporated and do not form part of this
announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of bwin.party during business hours on +350
200 47191 or by submitting a request in writing to the Company
Secretary of bwin.party at Suite 6, Atlantic Suites, Europort
Avenue, Gibraltar. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
February 01, 2016 07:14 ET (12:14 GMT)
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