In addition to today's announcement of bwin.party, the Company is pleased to confirm that the plan for GVC's proposed acquisition of bwin.party has now become effective pursuant to its terms and bwin's total issued common stock. party is now owned by GVC.
Additionally and following GVC's December 15, 2015 announcement, it is expected that the inclusion of all of GVC's issued share capital in the Standard Segment of the Official List and the commencement of trading in GVC's Shares on the Main Market will occur on or about tomorrow , February 2, 2016, 8:00 a.m. Pursuant to Rule 41 of the AIM Rules for Companies, the London Stock Exchange has been notified to delist all of the Company's issued share capital from AIM, with such delisting expected to be effective as of 8.00am on 2 February 2016.
Defined terms used but not defined in this announcement have the meaning set out in the Company's prospectus dated November 13, 2015.
For more information:
|GVC Holdings PLC|
|Kenneth Alexander, Managing Director||+44 (0) 1624 652 559|
|Richard Cooper, Group Finance Director||www.gvc-plc.com|
|Cenkos Securities plc (Nomad & Makler)||Tel: +44 (0) 20 7397 8900|
|Mark Connelly, Stephen Keys, Camilla Hume|
|David Rydell, James Newman, Anna Legge, Laura Jacques||Tel: +44 (0) 20 3772 2500|
About GVC Holdings PLC
GVC Holdings PLC is a leading e-gaming operator in both the B2C and B2B markets. Its core brands are CasinoClub, Betboo and Sportingbet. The group is headquartered in the Isle of Man and has licenses in Malta, Denmark, UK, South Africa and the Dutch Caribbean. For more information about the group seewww.gvc-plc.com.
Houlihan Lokey (Europe) Limited, which is authorized and regulated in the UK by the Financial Conduct Authority, is acting solely for GVC and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than GVC for providing the protections that the customers of Houlihan Lokey (Europe) Limited, nor for advice relating to the subject matter of this announcement.
Cenkos Securities plc, authorized and regulated in the UK by the Financial Conduct Authority, is acting as appointed advisor and corporate broker to GVC and no one else in relation to the subject matter of this announcement and will not be responsible to anyone other than GVC for the provision of the protection afforded to its customers or for advice in connection with the offering and admission, the contents of this announcement or any other matter referred to herein.
This announcement is for informational purposes only and does not constitute, and is not intended to constitute or form part of, an offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or approval in any jurisdiction, pursuant to the Offer or otherwise, nor may any sale, issue or transfer of the Securities be made in any jurisdiction in violation of any applicable law.
The Offer has been made solely by reference to the Scheme Document which sets out the full terms of the Offer. The GVC prospectus contains information about the expanded group and the new GVC shares as well as a notice convening the GVC general meeting.
This announcement does not constitute a prospectus or any document equivalent to a prospectus.
This notice has been prepared for the purpose of complying with English law and the information disclosed may not be what would have been disclosed if this notice had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this notice may be restricted by law in certain jurisdictions. Persons who are not residents of the United Kingdom, Gibraltar or other jurisdictions should inform themselves about and comply with all applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of such jurisdiction. To the maximum extent permitted by applicable law, the companies and persons involved in the Offering disclaim any responsibility or liability for any breach by any person of these requirements.
US bwin.party Shareholders should note that the Offer relates to the securities of a Gibraltar company admitted to trading on a Regulated Market in the United Kingdom, the procedural and disclosure requirements of Gibraltar and the United Kingdom (the different from those of the US) and is intended to be implemented under a scheme of arrangement provided for in Gibraltar company law. A transaction effected by way of a scheme of arrangement is not subject to the takeover bid rules of the US Exchange Act. Accordingly, the Scheme is subject to the procedural and disclosure requirements and practices of Gibraltar, which differ from the procedural and disclosure requirements of the US Tender Offer Rules. The financial information contained in the Prospectus or Scheme Document relating to bwin.party has been or will be prepared in accordance with IFRS and therefore may not be comparable to financial information of US companies or companies whose financial statements have been prepared in accordance with IFRS generally accepted accounting principles in the US . If GVC exercises its right to acquire the bwin.party shares by way of a tender offer, such offer will be made in accordance with applicable US tender offers 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 United States jurisdiction. 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 on exemption from the registration requirements of the US Securities Act pursuant to Section 3(a)(10) thereof. bwin.party Shareholders, who will be GVC Affiliates after the Effective Date, will be subject to certain US transfer restrictions in respect of the New GVC Shares received under the Scheme.
The receipt of New GVC Shares and cash pursuant to the Offering by a US bwin.party Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, foreign and other tax laws. Each bwin.party Shareholder is strongly advised to immediately consult its independent professional adviser as to the tax implications of accepting the Offer.
US bwin.party shareholders may find it difficult to enforce their rights and entitlements under US federal securities laws because GVC and bwin.party are located in countries other than the United States and some or all of their officers and directors may be resident in 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 US securities laws. In addition, compelling a non-US company and its affiliates to submit to the judgment of a US court can be difficult.
None of the securities referred to in this release have been approved or disapproved by the SEC, any United States state securities commission or any other U.S. regulatory agency, nor have such agencies disclosed or determined the adequacy or accuracy of the information contained herein this announcement. Any representation to the contrary is a criminal offense in the United States. Except as otherwise provided by GVC and permitted by applicable laws and regulations, the Offering will not be made available, directly or indirectly, in, into or from any restricted jurisdiction if to do so would be contrary to the laws of that jurisdiction and no person is permitted to participate therein in favor of the Offer by any such use, means, instrumentality or form within any restricted jurisdiction or any other jurisdiction that would violate the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offering will not and may not be forwarded, directly or indirectly, by mail or otherwise, to or from any restricted jurisdiction where to do so would be contrary to any law in that jurisdiction, and persons receiving this announcement and any documents relating to the offering (including custodians, nominees and trustees) may not mail or otherwise distribute them or send them to, into or from any jurisdiction in which to do so would be contrary to local law would violate jurisdiction.
The availability of the Offer to bwin.party shareholders who are not resident in the UK or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Non-UK or Gibraltar residents should inform themselves about and observe all applicable requirements.
Neither this announcement nor the prospectus, the Scheme Document or any other document relating to the Offering has been or will be submitted to the Austrian Financial Market Authority (FMA) for approval or recognition. The Offer is being made to bwin.party shareholders in Austria in reliance on (a) Section 3 (1) 8 of the Austrian Capital Markets Act (KMG). In addition, the offer is aimed at bwin.party shareholders in Austria who are "qualified investors" within the meaning of Section 1 (1) 5a of the Austrian Capital Markets Act. As far as Austria is concerned, this announcement, the Prospectus, the Scheme Document and all other documents relating to the Offering are being made for the personal use of qualified investors only and solely for the purpose of the Offering. The information contained in this announcement, the Prospectus, the Scheme Document and any document relating to the Offering may not be used for any other purpose or disclosed to any person in Austria.
Publication on the website and availability of hard copies
A copy of this notice will be made available on the GVC and bwin.party websites at www.gvc-plc.com and www.bwinparty.com, respectively, no later than 12 noon, subject to certain restrictions in relation to residents of restricted jurisdictions (London time) on the business day following this announcement. For the avoidance of doubt, the content of these websites is not incorporated and does not form part of this announcement.
You may request a hard copy of this announcement by contacting the bwin.party Company Secretary during business hours on +350 200 47191 or by writing a request to the bwin.party Company Secretary at Suite 6, Atlantic Suites, Europort Avenue , Gibraltar. You may also request that all future documents, announcements and information sent to you in connection with the Offer be in paper form.