Recommended Offer for bwin.party Digital Entertainment plc
Recommended Offer for bwin.party Digital Entertainment plc (“bwin.party”) by GVC Holdings plc (“GVC”) (the “Offer”)
DISCLAIMER – IMPORTANT
PLEASE READ THIS NOTICE CAREFULLY – IT APPLIES TO ALL PERSONS WHO ACCESS THIS SITE. ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE IN THIS SECTION OF THE WEBSITE (“MICROSITE”) IN GOOD FAITH.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE EXTENSION OR ACCEPTANCE OF THE OFFER WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH GVC REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”). IN PARTICULAR, THE MIX AND MATCH FACILITY IS NOT, UNLESS DECIDED OTHERWISE BY GVC, BEING MADE IN OR INTO, AND IS NOT CAPABLE OF ACCEPTANCE IN OR FROM THE STATE OF NEW YORK, USA.
If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of the Offer is made available in good faith and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The full terms and conditions of the Offer will be set out in the formal offer documentation (the “Offer Documents”). In considering the Offer, shareholders should only rely on the information contained, and procedures described, in the formal Offer Documents. Terms defined in the announcement of the Offer dated 4 September 2015 shall have the same meaning when used in this notice, unless the context requires otherwise.
Please note that this notice may be altered or updated. You should read it in full each time you access the site.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and GVC and bwin.party have, and accept, no responsibility or duty to update any such information, document or announcement and reserve the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of GVC and bwin.party is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the directors of GVC nor bwin.party, nor any of the companies nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to this Microsite by a third party.
Notice to US investors
The Offer is being made to acquire the securities of a Gibraltar company by means of a scheme of arrangement provided for under Gibraltar law. A transaction implemented by means of a scheme of arrangement is not subject to the tender offer rules of the US Exchange Act. Accordingly, the Offer is subject to disclosure requirements and practices applicable in Gibraltar and the UK to schemes of arrangement which differ from the disclosure requirements of US tender offer rules. Also, the financial information included in this section of the website has been prepared in accordance International Financial Reporting Standards 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 United States.
It may be difficult for US holders of bwin.party shares to enforce their rights and claims arising out of the US federal securities laws, since GVC and bwin.party are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. US holders of bwin.party shares 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.
In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, GVC or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, bwin.party shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in Gibraltar and the UK, will be reported to a Regulatory Information Service of the Financial Conduct Authority and will be available on the London Stock Exchange website,www.londonstockexchange.com.
The information on this Microsite, including information included or incorporated by reference, contains “forward-looking statements” concerning GVC and bwin.party that are subject to risks and uncertainties. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative thereof, as well as variations of such phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, or “will” be taken, occur or be achieved. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond GVC and bwin.party’s ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither GVC nor bwin.party can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither GVC nor bwin.party undertakes any obligation to update or revise publicly any of these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
The materials contained on this Microsite contain information in respect of the Offer. Viewing this information may not be lawful if you are resident in a Restricted Jurisdiction.
The materials do not constitute an offer or form part of any offer to sell or issue or solicitation an offer to purchase or subscribe for securities in any jurisdiction where such offers or sale are unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, the materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 (the “Securities Act”) or an exemption from registration. The securities referred to in the materials have not been, and will not be, registered under the Securities Act and cannot be offered, sold, delivered or otherwise transferred in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of the Securities in the United States. The Securities will not be registered or offered in compliance with applicable securities laws of any state, province, territory, county or jurisdiction of the United States, or any Restricted Jurisdiction. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction.
The Offer will not be made available, directly or indirectly, in, into or from a Restricted 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 where to do so would violate the laws of such jurisdiction.
Accordingly, by clicking “I agree” below, you represent that you are not a resident of , or located in, a Restricted Jurisdiction and that each of GVC and bwin.party is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Offer.
If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction.
If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither GVC nor any of its advisors nor bwin.party nor any of its advisers, assumes any responsibility for any violation by any person of any of these restrictions.
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from another appropriately authorised independent financial adviser.
This notice shall be governed by, and interpreted in accordance with, English law.
THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
ACCEPTANCE OF DISCLAIMER
Electronic versions of these materials are not directed at or accessible by persons resident in any Restricted Jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any Restricted Jurisdiction, you must click on the relevant box below in order to exit the Microsite.
If you are not resident or located in a Restricted Jurisdiction and are able to give the confirmations set out below, please click on “CONFIRM”
Confirmation of understanding and acceptance
|In order to view the materials on the Microsite, by clicking on the “CONFIRM” box below, you are making the following confirmations:|
I have read and understood the notice set out above and agree to be bound by its terms;
I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the materials on the Microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; and
I will not copy, forward, transfer or distribute these materials to any person who is resident or located in a Restricted Jurisdiction.
If you are not able to give these confirmations (as applicable), you should click on “DECLINE” below and we cannot provide you with the information contained on the Microsite.