TIDMENT
RNS Number : 6407U
Entain PLC
07 April 2021
This announcement is not an offer, whether directly or
indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand or
South Africa or in any other jurisdiction where such offer pursuant
to legislation and regulations in such relevant jurisdiction would
be prohibited by applicable law. Shareholders not resident in
Sweden who wish to accept the Offer (as defined below) must make
inquiries concerning applicable legislation and possible tax
consequences. Shareholders should refer to the offer restrictions
included in the section titled "Important information" at the end
of this announcement and in the offer document which was published
on 20 January 2021. Shareholders in the United States should also
refer to the section titled "Special notice to shareholders in the
United States" at the end of this announcement.
PRESS RELEASE, 7 APRIL 2021
Entain announces result of the extended acceptance period of its
recommended public cash offer to the shareholders of Enlabs
On 7 January 2021, Entain plc, through its wholly-owned
subsidiary Bwin Holdings (Malta) Limited ("Entain") announced a
public cash offer to the shareholders of Enlabs AB (publ)
("Enlabs") to tender all their Enlabs shares to Entain (the
"Offer").
On 22 March 2021, Entain announced that the Offer had been
accepted by shareholders holding in total 65,856,834 shares,
corresponding to approximately 94.2% of the total number of shares
and votes in Enlabs, and that the Offer was declared
unconditional.
During the extended acceptance period which expired on 1 April
2021, the Offer has been accepted by shareholders holding in total
1,177,198 shares, corresponding to approximately 1.7% of the total
number of shares and votes in Enlabs. The separate offer to the
holders of warrants issued by Enlabs under its incentive program
has been accepted by holders of 50,000 warrants.
Entain now holds a total of 67,034,032 shares, corresponding to
approximately 95.9% of the total number of shares and votes in
Enlabs, and has acquired all warrants allotted and transferred to
participants in the incentive program implemented by Enlabs.
Except as set out above, Entain has not acquired any Enlabs
shares or financial instruments that give a financial exposure to
the Enlabs shares outside the Offer.
Settlement in respect of shares tendered during the extended
acceptance period is expected to occur on or around 13 April 2021.
As previously communicated, Entain will not extend the acceptance
period further.
Entain has initiated a compulsory acquisition proceeding in
respect of the Enlabs shares not tendered in the Offer.
For further information, please contact:
Entain plc
Investor Relations
David Lloyd-Seed, Group Director of Investor Relations &
Corporate Communications
investors@entaingroup.com
Media
Tessa Curtis, Head of Media Relations
Jay Dossetter, Head of ESG and Press Office
media@entaingroup.com
tessa.curtis@entaingroup.com
jay.dossetter@entaingroup.com
Powerscourt
Rob Greening / Elly Williamson
Tel: +44 (0) 20 7250 1446
entain@powerscourt-group.com
Fogel & Partners
Birgitta Henriksson
birgitta.henriksson@fogelpartners.se
+46 70 812 86 39
The information set out in this announcement was submitted for
publication on 7 April 2021, 8.00 a.m. CET.
Important information
The Offer is not being made, directly or indirectly, in or into
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by
use of mail or any other communication means or instrumentality
(including, without limitation, facsimile transmission, electronic
mail, telex, telephone and the Internet) of interstate or foreign
commerce, or of any facility of national securities exchange or
other trading venue, of Australia, Canada, Hong Kong, Japan, New
Zealand or South Africa, and the Offer cannot be accepted by any
such use or by such means, instrumentality or facility of, in or
from, Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa. Accordingly, this press release or any documentation
relating to the Offer are not being and should not be sent, mailed
or otherwise distributed or forwarded in or into Australia, Canada,
Hong Kong, Japan, New Zealand or South Africa.
This press release is not being, and must not be, sent to
shareholders with registered addresses in Australia, Canada, Hong
Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers
and other nominees holding shares for persons in Australia, Canada,
Hong Kong, Japan, New Zealand or South Africa must not forward this
press release or any other document received in connection with the
Offer to such persons.
The Offer, the information and documents contained in this press
release are not being made and have not been approved by an
authorised person for the purposes of section 21 of the UK
Financial Services and Markets Act 2000 (the "FSMA"). The
communication of the information and documents contained in this
press release is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is a
communication by or on behalf of a body corporate which relates to
a transaction to acquire day to day control of the affairs of a
body corporate; or to acquire 50 per cent or more of the voting
shares in a body corporate, within article 62 of the UK Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or
circumstances, including statements regarding future performance,
growth and other trend projections and other benefits of the Offer,
are forward-looking statements. These statements may generally, but
not always, be identified by the use of words such as
"anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There can be no
assurance that actual results will not differ materially from those
expressed or implied by these forward-looking statements due to
many factors, many of which are outside the control of Entain. Any
such forward-looking statements speak only as of the date on which
they are made and Entain has no obligation (and undertakes no such
obligation) to update or revise any of them, whether as a result of
new information, future events or otherwise, except for in
accordance with applicable laws and regulations.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued
and outstanding shares of Enlabs, a company incorporated under
Swedish law, and is subject to Swedish disclosure and procedural
requirements, which may be different from those of the United
States. The Offer is made in the United States pursuant to Section
14(e) of the U.S. Securities Exchange Act of 1934, as amended (the
"U.S. Exchange Act") and Regulation 14E thereunder, to the extent
applicable, and otherwise in compliance with the disclosure and
procedural requirements of Swedish law, including with respect to
withdrawal rights, the Offer timetable, notices of extensions,
announcements of results, settlement procedures (including as
regards to the time when payment of the consideration is rendered)
and waivers of conditions, which may be different from requirements
or customary practices in relation to U.S. domestic tender offers.
Holders of the shares of Enlabs domiciled in the United States (the
"U.S. Holders") are encouraged to consult with their own advisors
regarding the Offer.
Enlabs' financial statements and all financial information
included herein, or any other documents relating to the Offer, have
been or will be prepared in accordance with IFRS and may not be
comparable to the financial statements or financial information of
companies in the United States or other companies whose financial
statements are prepared in accordance with U.S. generally accepted
accounting principles. The Offer is made to the U.S. Holders on the
same terms and conditions as those made to all other shareholders
of Enlabs to whom an offer is made. Any information documents,
including the offer document, are being disseminated to U.S.
Holders on a basis comparable to the method pursuant to which such
documents are provided to Enlabs' other shareholders.
The Offer, which is subject to Swedish law, is being made to the
U.S. Holders in accordance with the applicable U.S. securities
laws, and applicable exemptions thereunder. To the extent the Offer
is subject to U.S. securities laws, those laws only apply to U.S.
Holders and thus will not give rise to claims on the part of any
other person. The U.S. Holders should consider that the Offer Price
is being paid in SEK and that no adjustment will be made based on
any changes in the exchange rate.
It may be difficult for Enlabs shareholders to enforce their
rights and any claims they may have arising under the U.S. federal
or state securities laws in connection with the Offer, since Enlabs
and Entain 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. Enlabs shareholders may not
be able to sue Enlabs or Entain or their respective officers or
directors in a non-U.S. court for violations of U.S. securities
laws. Further, it may be difficult to compel Enlabs or Entain
and/or their respective affiliates to subject themselves to the
jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations,
Entain and its affiliates or its brokers and its brokers'
affiliates (acting as agents for Entain or its affiliates, as
applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly
purchase or arrange to purchase shares of Enlabs outside the United
States, or any securities that are convertible into, exchangeable
for or exercisable for such shares. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices, and information about such
purchases will be disclosed by means of a press release or other
means reasonably calculated to inform U.S. Holders of such
information. In addition, the financial advisors to Entain may also
engage in ordinary course trading activities in securities of
Enlabs, which may include purchases or arrangements to purchase
such securities as long as such purchases or arrangements are in
compliance with the applicable law. Any information about such
purchases will be announced in Swedish and in a non-binding English
translation available to the U.S. Holders through relevant
electronic media if, and to the extent, such announcement is
required under applicable Swedish or U.S. law, rules or
regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may
be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and
other, tax laws. Each shareholder is urged to consult an
independent professional adviser regarding the tax consequences of
accepting the Offer. Neither Entain nor any of its affiliates and
their respective directors, officers, employees or agents or any
other person acting on their behalf in connection with the Offer
shall be responsible for any tax effects or liabilities resulting
from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S.
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER,
PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER,
PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS
RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS
RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
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END
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