TIDMBPTY TIDMGVC
RNS Number : 8888L
bwin.party digital entertainment
14 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.
14 January 2016
Recommended offer for
bwin.party digital entertainment plc ('bwin.party' or the
'Company')
by GVC Holdings PLC ('GVC')
Confirmation of Transaction Timetable
Pursuant to the recommended offer (the 'Offer') made by GVC to
acquire the entire issued and to be issued ordinary share capital
of the Company and in accordance with the expected timetable set
out on pages 9 and 10 of the scheme document dated 13 November 2015
(the 'Scheme Document'), bwin.party is pleased to confirm the
following key dates:
-- 1.00 p.m. on 28 January 2016: the last time to make a Mix and Match Election; and
-- 10.00 a.m. on 29 January 2016: the Scheme Court Hearing to sanction the Scheme.
Scheme Court Hearing
The Scheme Court Hearing is a public hearing, which is scheduled
to be heard at 10 a.m. on 29 January 2016 at 277 Main Street,
Gibraltar GX11 1AA. The Scheme Effective Date is anticipated to be
1 February 2016.
Mix and Match Election
The Election Return Time (being the last time to make a Mix and
Match Election) is 1.00 pm on 28 January 2016. bwin.party
encourages bwin.party Shareholders to complete and sign their Form
of Election in accordance with the instructions printed thereon and
return it to Capita at Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU. bwin.party DI Holders are
encouraged to submit their election electronically by sending a TTE
Instruction to Euroclear which (i) must be properly authenticated
in accordance with Euroclear's specifications and (ii) must contain
the details set out on page 89 of the Scheme Document. If you do
not wish to make a Mix and Match Election, do not return a Form of
Election or send a TTE Instruction. Further details of how to make
a Mix and Match Election under the Mix and Match Facility can be
found at Part VI of the Scheme Document.
Delisting Timetable
In accordance with the scheduled Scheme Court Hearing, the last
day of dealings in bwin.party Shares on the London Stock Exchange
is expected to be 28 January 2016. It is intended that trading in
bwin.party Shares on the London Stock Exchange will be suspended
from 5.00 p.m. on 28 January 2016 (when bwin.party Depositary
Interests in CREST will also be disabled) and that at or around
8.00 a.m. on 2 February 2016, trading in bwin.party Shares on the
London Stock Exchange will be cancelled and bwin.party Shares will
then be delisted from the UKLA Official List.
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.
If any of these key dates 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 this announcement will also be available on
bwin.party's and GVC's websites at www.bwinparty.com and
www.gvc-plc.com, respectively.
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 +44 (0)20 7545
Broker to bwin.party) 8000
James Arculus
James Maizels
Charles Wilkinson (Corporate
Broker)
Numis Securities (Joint +44 (0) 20 7260
Corporate Broker to bwin.party) 1000
Michael Meade
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,
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.
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
GVC 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.
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