TIDMBPTY
RNS Number : 0996J
bwin.party digital entertainment
15 December 2015
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.
15 December 2015
Recommended offer for
bwin.party digital entertainment plc ('bwin.party')
by GVC Holdings PLC ('GVC')
Results of court and shareholder meetings
The bwin.party Board is pleased to announce that at the Court
Meeting and the General Meeting held earlier today to consider the
recommended offer (the 'Offer') made by GVC to acquire the entire
issued and to be issued ordinary share capital of the Company to be
effected by way of a scheme of arrangement under Part VIII of the
Companies Act 2014 (the 'Scheme'), bwin.party Shareholders voted
to:
- approve the Scheme by the necessary majority at the Court
Meeting; and
- pass the Special Resolution to implement the Scheme at the
General Meeting.
Details of these resolutions are set out in the notices of the
Court Meeting and General Meeting contained in the scheme document
dated 13 November 2015 sent or made available to bwin.party
Shareholders (the 'Scheme Document').
Voting results of the Court Meeting
The results of the poll at the Court Meeting held on 15 December
2015 were as follows:
Results Number of Percentage Number of Percentage Number of
of Court Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
Meeting Voted Shares voted who voted Shareholders voted as
who voted a percentage
of ordinary
issued share
capital
----------- --------------- -------------- --------------------- -------------- ---------------
FOR 584,619,814 99.99% 138 94.52% 70.37%
----------- --------------- -------------- --------------------- -------------- ---------------
AGAINST 54,230 0.01% 8 5.48% 0.006%
----------- --------------- -------------- --------------------- -------------- ---------------
TOTAL 584,674,044 100% 146 100% 70.376%
----------- --------------- -------------- --------------------- -------------- ---------------
Voting results of the bwin.party General Meeting
The results of the poll at the General Meeting held on 15
December 2015 were as follows:
Special Resolution FOR AGAINST TOTAL WITHHELD*
to amend bwin.party's
articles of
associations
as set out
in the Scheme
Document
------------------------ ----------------------- -------------------- ----------------------- -------------
No. of Votes % Votes No. % Votes No. of Votes % Votes No. of Votes
of Votes
------------------------ ------------- -------- ---------- -------- ------------- -------- -------------
585,307,249 99.99% 69,464 0.01% 585,376,713 100% 2,299,632
------------------------ ------------- -------- ---------- -------- ------------- -------- -------------
*A vote withheld is not a vote in law and counts neither 'For'
nor 'Against' the Special Resolution.
Effective Date and Timetable
Completion of the Offer remains subject to the satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanctioning of the Scheme by the Court. The expected
timetable of principal events for the implementation of the Scheme
is set out on pages 9 and 10 of the Scheme Document. As described
in detail in the Scheme Document, the expected date of the Scheme
Court Hearing (to sanction the Scheme) is 29(th) January 2016 and
while this remains the expected date for such hearing, it and each
of the subsequent dates set out in this timetable could be subject
to change. These dates will depend, among other things, on the date
on which the relevant Conditions to the Scheme and the Offer are
satisfied or, if capable of waiver, waived.
If any of the key dates set out in the expected timetable
change, bwin.party will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on bwin.party's and GVC's websites at
www.bwinparty.com and www.gvc-plc.com, respectively.
A copy of the Special Resolution and the amended articles of
association will be submitted to the National Storage Mechanism and
will thereafter be available for inspection at
www.morningstar.co.uk/uk/NSM.
A copy of this announcement and the amended articles of
association will also be available on bwin.party's website at
www.bwinparty.com.
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.
Enquiries:
bwin.party digital entertainment plc +44 207 337 0177
Philip Yea, Chairman
Peter Reynolds
Deutsche Bank (Financial Adviser and
Joint Corporate Broker to bwin.party) +44 (0)20 7545 8000
James Arculus
James Maizels
Charles Wilkinson (Corporate Broker)
Numis Securities (Joint Corporate Broker
to bwin.party) +44 (0) 20 7260 1000
Michael Meade
Rupert Krefting
FTI Consulting (Public Relations Adviser
to bwin.party) +44 (0) 20 3727 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,
including details of how to vote in respect of the proposed
acquisition of bwin.party by GVC. The GVC Prospectus contains
information about the Enlarged Group and the New GVC Shares and a
notice convening the GVC General Meeting.
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.
(MORE TO FOLLOW) Dow Jones Newswires
December 15, 2015 05:15 ET (10:15 GMT)
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