TIDMBPTY
RNS Number : 4486N
bwin.party digital entertainment
29 January 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.
29 January 2016
Recommended offer for
bwin.party digital entertainment plc ('bwin.party' or the
'Company')
by GVC Holdings PLC ('GVC')
Scheme sanctioned / Suspension of trading of bwin.party
Shares
The bwin.party Board is pleased to announce that the Court has
today sanctioned the scheme of arrangement by which the recommended
offer for bwin.party by GVC is being implemented (the
'Scheme').
bwin.party also announces that, as of 5.00 p.m. on 28 January
2016, the listing of the bwin.party Shares on the Official List of
the UK Listing Authority and trading in bwin.party Shares on the
London Stock Exchange's main market for listed securities were
suspended. Accordingly, bwin.party Depositary Interests in CREST
were also disabled at that time. The suspension has been made in
accordance with bwin.party's application to the UK Listing
Authority, announced by bwin.party on 14 January 2016, and is
effected in connection with the Scheme.
The cancellation of the listing and trading of the bwin.party
Shares is expected to take place at 8.00 a.m. on 2 February
2016.
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.
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.
January 29, 2016 05:43 ET (10:43 GMT)
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.
Disclosure requirements
bwin.party is a Gibraltar company and is therefore not subject
to the City Code. Accordingly, shareholders of bwin.party and
others dealing in bwin.party Shares are not obliged to disclose any
of their dealings under the provisions of the City Code. However,
market participants are requested to make disclosure of dealings as
if the City Code applied and as if bwin.party were in an 'offer
period' under the City Code. bwin.party Shareholders and persons
considering the acquisition or disposal of any interest in
bwin.party Shares are reminded that they are subject to the
Disclosure and Transparency Rules made by the UKLA and other
applicable regulatory rules regarding transactions in bwin.party
Shares.
bwin.party's website contains the form of disclosure requested.
If you are in any doubt as whether or not you should disclose
dealings, you should contact an independent financial adviser
authorised by the FCA under the FSMA (or, if you are resident in a
jurisdiction other than the United Kingdom, a financial adviser
authorised under the laws of such jurisdiction).
In light of the foregoing, as provided in Rule 8.3(a) of the
City Code, any person who is 'interested' in one per cent. or more
of any class of 'relevant securities' of bwin.party or of any
'securities exchange offeror' (being any 'offeror' other than an
'offeror' in respect of which it has been announced that its
'offer' is, or is likely to be, solely in 'cash') is requested to
make an Opening Position Disclosure following the commencement of
the 'offer period' which began upon the release of the Rule 2.7
announcement.
An Opening Position Disclosure should contain details of the
person's interests and short positions in, and rights to subscribe
for, any 'relevant securities' of each of (i) bwin.party and (ii)
GVC. Persons to whom Rule 8.3(a) would have applied had the City
Code been applicable are requested to make an Opening Position
Disclosure by no later than 3:30 p.m. (London time) on the tenth
'business day' following the commencement of the 'offer period'
which began upon the release of the Rule 2.7 Announcement. Relevant
persons who undertake 'dealings' in the relevant securities of
bwin.party or a 'securities exchange offeror' prior to the deadline
for making an Opening Position Disclosure are requested instead to
make a Dealing Disclosure.
Rule 8.3(b) of the City Code provides that if any person is, or
becomes 'interested' (directly or indirectly) in one per cent. or
more of any class of 'relevant securities' of an offeree or of any
'securities exchange offeror', all 'dealings' in any 'relevant
securities' of that offeree or of any 'securities exchange offeror'
(including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') should be publicly
disclosed in a Dealing Disclosure by no later than 3:30 p.m.
(London time) on the 'business day' following the date of the
relevant transaction. In a situation where the City Code applies,
this requirement would continue until the date on which any 'offer'
becomes, or is declared, unconditional as to acceptances, lapses or
is otherwise withdrawn or on which the 'offer period' otherwise
ends. Under Rule 8 of the City Code, a Dealing Disclosure would
contain details of the 'dealing' concerned and of the person's
interests and short positions in, and rights to subscribe for, any
'relevant securities' of (i) bwin.party and (ii) any 'securities
exchange offeror', save to the extent that these details have
previously been disclosed under Rule 8. Accordingly, in the case of
both an Opening Position Disclosure and Dealing Disclosure (if
any), disclosures of interests in the shares of each of GVC and
bwin.party are requested to be made.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest'
in 'relevant securities' of bwin.party or a 'securities exchange
offeror', they would, if the City Code were applicable, be deemed
to be a single person for the purpose of Rule 8.3 of the City
Code.
Consistent with the provisions of Rule 8.1 of the City Code,
Opening Position Disclosures should be made by bwin.party and by
any 'offeror', and all 'dealings' in 'relevant securities' of
bwin.party by bwin.party, by any 'offeror' or by any persons
'acting in concert' with any of them, should be disclosed in a
Dealing Disclosure by no later than 12:00 p.m. (London time) on the
'business day' following the date of the relevant transaction.
'Interests in securities' arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of 'securities'. In particular, a person will be
treated as having an 'interest' by virtue of the ownership or
control of 'securities', or by virtue of any option in respect of,
or derivative referenced to, 'securities'.
Terms in quotation marks are defined in the City Code, which can
be found on the Panel's website. If you are in any doubt as to
whether not you should disclose a 'dealing' by reference to the
above, you should contact an independent financial adviser
authorised by the FCA under the FSMA.
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
MSCSEAFSUFMSEDF
(END) Dow Jones Newswires
January 29, 2016 05:43 ET (10:43 GMT)
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