Publication of Scheme Document and Prospectus

Clarissa Elsner

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 ARE BEING PUBLISHED TODAY.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

RECOMMENDED OFFER
for
bwin.party digital entertainment plc (“bwin.party”)
by
GVC Holdings PLC (“GVC”)

Publication of Scheme Document and Prospectus

On 4 September 2015 the boards of GVC and bwin.party announced the terms of a recommended offer for bwin.party by GVC (the “Offer“). The Offer is to be implemented by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014 (the “Scheme“).

The boards of GVC and bwin.party are pleased to announce that the circular in relation to the Scheme (the “Scheme Document“) and a prospectus (the “Prospectus“) in relation to the new ordinary shares in the capital of GVC to be allotted and issued to the shareholders of bwin.party pursuant to the Offer (the “New GVC Shares“), each dated 13 November 2015, have been published today.

GVC Shareholders will shortly receive (in hardcopy or, those who have elected for notification by electronic communication, in electronic form), amongst other documents, a copy of the Prospectus. As set out in the Prospectus, the GVC General Meeting will be held on 15 December 2015 at 10.30 a.m. (London time) at the offices of DQ Advocates Ltd, The Chambers, 5 Mount Pleasant, Douglas, Isle of Man IM1 2PU to allow GVC Shareholders to vote on the resolutions required to approve and implement the Offer and related matters. GVC Shareholders should carefully read the Prospectus in its entirety before making a decision.

bwin.party Shareholders will shortly receive (in hardcopy or, those who have elected for notification by electronic communication or deemed to have so elected, in electronic form) the Scheme Document and the Prospectus together with other documents relating to the Offer. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in compliance with Part VIII of the Gibraltar Companies Act 2014, notices of the required meetings of bwin.party Shareholders, an indicative timetable of principal events and details of the action to be taken by bwin.party Shareholders. As set out in the Scheme Document, in order to become effective, the Scheme will require, amongst other things, the approval of bwin.party Shareholders at the bwin.party Court Meeting (by a majority in number of the bwin.party Shareholders present and voting (in person or by proxy) at the bwin.party Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such bwin.party Shareholders) and the passing of a special resolution at a general meeting of bwin.party Shareholders (the “bwin.party General Meeting“). As set out in the Scheme Document, the bwin.party Court Meeting and the bwin.party General Meeting will each be held at The Sunborn Hotel, Ocean Village, Gibraltar GX11 1AA on 15 December 2015 to allow bwin.party Shareholders to vote on the resolutions required to approve and implement the Scheme and the Offer. The bwin.party Court Meeting will start at 9 a.m. (Gibraltar time) and the bwin.party General Meeting at 9.15 a.m. (Gibraltar time), or as soon thereafter as the bwin.party Court Meeting has concluded or been adjourned.

In addition to the passing of the required resolutions at the GVC General Meeting, the bwin.party General Meeting and the bwin.party Court Meeting, completion of the Offer is conditional upon, amongst other things, the satisfaction of certain anti-trust and regulatory conditions, receipt of a decision from the UKLA to admit the issued and to be issued ordinary share capital of GVC to the UKLA Official List with a standard listing and a decision from the London Stock Exchange to admit the New GVC Shares to trading on the main market of the London Stock Exchange and the sanction of the Scheme by the Court as further set out in the Scheme Document.

Filings in respect of the above-mentioned anti-trust and regulatory conditions have been submitted and certain approvals have already been obtained including: approval in principle from the Gibraltar Gaming Commissioner and the Malta Gaming Authority; approvals from the UK Financial Conduct Authority in connection with the change of control of bwin.party’s Kalixa payments business and the Gibraltar Financial Services Commission in respect of the bwin.party’s InterTrader’s contracts for difference and spread betting business; and merger clearance from the German Federal Cartel Office.

The expected timetable and schedule of principal events is as follows:

Publication of the Prospectus and the Scheme Document13 November 2015
Latest time and date for receipt of Forms of Direction (from holders of bwin.party depositary interests) for the bwin.party Court Meeting and for the bwin.party General Meeting1.00 p.m. on 10 December 2015
Latest time and date for receipt of Forms of Proxy for the GVC General Meeting10.30 a.m. on 11 December 2015
Latest time and date for receipt of Forms of Proxy (from bwin.party shareholders) for the bwin.party Court Meeting and for the bwin.party General Meeting1.00 p.m. on 11 December 2015
Record time for voting at the GVC General Meeting6.00 p.m. on 13 December 2015
Record time for voting at the bwin.party Court Meeting and the bwin.party General Meeting6.00 p.m. on 13 December 2015
bwin.party Court Meeting9.00 a.m. (Gibraltar time) on 15 December 2015
bwin.party General Meeting9.15 a.m. (Gibraltar time) on 15 December 2015
GVC General Meeting10.30 a.m. on 15 December 2015
Last time and day of dealings in, and for registration of transfers of, bwin.party Shares and disablement in CREST of bwin.party depositary interests5.00 p.m. on 28 January 2016
Scheme Court Hearing (to sanction the Scheme)10.00 a.m. (Gibraltar time) on 29 January 2016
Scheme Record Time 6.00 p.m. on 1 February 2016
Effective Date of the Scheme1 February 2016
Delisting of bwin.party Shareson or around 8.00 a.m. on 2 February 2016
Issue of New GVC Shareson or around 8.00 a.m. on 2 February 2016
Admission and commencement of dealings in Existing GVC Shares and New GVC Shares on the London Stock Exchangeon or around 8.00 a.m. on 2 February 2016
CREST accounts credited with New GVC Shareson or around 8.00 a.m. on 2 February 2016
Settlement of cash consideration due to the Scheme Shareholdersby no later than 14 February 2016
Despatch of definitive share certificates, where applicableby no later than 14 February 2016
Payments in respect of fractional entitlements, where applicableby no later than 14 February 2016
Long Stop Date (being the latest date by which the Scheme may become effective in accordance with its terms)31 March 2016

All times stated above are London times unless stated otherwise. These times and dates are indicative only and are based on GVC’s and bwin.party’s current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, GVC and/or bwin.party will give notice of the change by issuing an announcement through a Regulatory Information Service.

Copies of the Prospectus and the Scheme Document will shortly be available for inspection on GVC’s website at www.gvc-plc.com, or in printed form and free of charge, at the offices of Cenkos Securities plc at 6.7.8 Tokenhouse Yard, London EC2R 7AS, at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell St, London EC16 4AG, United Kingdom and at GVC’s registered office at 32 Athol Street, Douglas, Isle of Man IM1 1JB up to and including the Effective Date. The Scheme Document will also shortly be available for inspection on bwin.party’s website at www.bwinparty.com up to and including the Effective Date, or can be inspected at the offices of bwin.party digital entertainment plc, Suite 6, Atlantic Suites, Europort Avenue, Gibraltar. A copy of each of the Prospectus and the Scheme Document will also be submitted to the National Storage Mechanism, where they will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Defined terms not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document.

There will be a conference call for analysts at 15:00 (GMT) on Monday 16 November. The dial-in details for this conference call are as follows:

Participant dial-in numbers

Location you are dialling in fromNumber you should dial
United Kingdom020 3059 8125
All other locations+44 20 3059 8125

Participant Password:   GVC

 

Enquiries:
GVC Holdings plc+44 (0) 1624 652 559
Kenneth Alexander, Chief Executive Officer
Richard Cooper, Group Finance Director
Houlihan Lokey (Financial adviser to GVC)+44 (0) 20 7839 3355
David Sola
Cenkos (NOMAD and Broker to GVC)+44 (0) 207 397 8900
Mark Connelly
Stephen Keys
Camilla Hume
Bell Pottinger (PR Adviser to GVC)+44 (0) 20 3772 2500
David Rydell
James Newman 
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

Houlihan Lokey (Europe) Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively 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 afforded to clients of Houlihan Lokey (Europe) Limited, nor for giving advice in relation to the subject matter of this announcement.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and corporate broker to 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 afforded to its clients or for providing advice in connection with the Offer and Amission, contents of this announcement or any other matters referred to herein.

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 bineg 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 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.

The receipt of New GVC Shares and cash pursuant to the Offer by a US bwin.party Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each bwin.party Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for US bwin.party Shareholders to enforce their rights and claims arising out of the US federal securities laws, since GVC and bwin.party 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. 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 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.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States. Unless otherwise determined by GVC and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that 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 if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to bwin.party Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable requirements.

Austria

Neither this announcement, the Prospectus, the Scheme Document or any other document relating to the Offer have been submitted to or will be submitted for approval or recognition to the Austrian Financial Markets Authority (Österreichische Finanzmarktaufsicht – FMA). The Offer will be made to bwin.party Shareholders in Austria in reliance on (a) § 3 (1) 8 of the Austrian Capital Market Act (Kapitalmarktgesetz – KMG). In addition, the Offer will be made to bwin.party Shareholders in Austria who are “qualified investors” (qualifizierte Anleger) in the sense of § 1 (1) 5a of the Austrian Capital Market Act. Insofar as Austria is concerned, this announcement, the Prospectus, the Scheme Document and any other documents relating to the Offer are being issued only for the personal use of qualified investors and exclusively for the purpose of the Offer. The information contained in this announcement, the Prospectus, the Scheme Document and any documents relating to the Offer may not be used for any other purpose or disclosed to any other person in Austria.

Disclosure requirements

bwin.party is a Gibraltar company and is therefore not subject to the City Code. Accordingly, shareholders of bwin.party and others dealing in bwin.party Shares are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosure of dealings as if the City Code applied and as if bwin.party were in an “offer period” under the City Code. bwin.party Shareholders and persons considering the acquisition or disposal of any interest in bwin.party Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in bwin.party Shares.

bwin.party’s website contains the form of disclosure requested. If you are in any doubt as whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the FCA under the FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

In light of the foregoing, as provided in Rule 8.3(a) of the City Code, any person who is “interested” in one per cent. or more of any class of “relevant securities” of bwin.party or of any “securities exchange offeror” (being any “offeror” other than an “offeror” in respect of which it has been announced that its “offer” is, or is likely to be, solely in “cash”) is requested to make an Opening Position Disclosure following the commencement of the “offer period” which began upon the release of the Rule 2.7 announcement.

An Opening Position Disclosure should contain details of the person’s interests and short positions in, and rights to subscribe for, any “relevant securities” of each of (i) bwin.party and (ii) GVC. Persons to whom Rule 8.3(a) would have applied had the City Code been applicable are requested to make an Opening Position Disclosure by no later than 3:30 p.m. (London time) on the tenth “business day” following the commencement of the “offer period” which began upon the release of the Rule 2.7 Announcement. Relevant persons who undertake “dealings” in the relevant securities of bwin.party or a “securities exchange offeror” prior to the deadline for making an Opening Position Disclosure are requested instead to make a Dealing Disclosure.

Rule 8.3(b) of the City Code provides that if any person is, or becomes “interested” (directly or indirectly) in one per cent. or more of any class of “relevant securities” of an offeree or of any “securities exchange offeror”, all “dealings” in any “relevant securities” of that offeree or of any “securities exchange offeror” (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) should be publicly disclosed in a Dealing Disclosure by no later than 3:30 p.m. (London time) on the “business day” following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which any “offer” becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. Under Rule 8 of the City Code, a Dealing Disclosure would contain details of the “dealing” concerned and of the person’s interests and short positions in, and rights to subscribe for, any “relevant securities” of (i) bwin.party and (ii) any “securities exchange offeror”, save to the extent that these details have previously been disclosed under Rule 8. Accordingly, in the case of both an Opening Position Disclosure and Dealing Disclosure (if any), disclosures of interests in the shares of each of GVC and bwin.party are requested to be made.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of bwin.party or a “securities exchange offeror”, they would, if the City Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Consistent with the provisions of Rule 8.1 of the City Code, Opening Position Disclosures should be made by bwin.party and by any “offeror”, and all “dealings” in “relevant securities” of bwin.party by bwin.party, by any “offeror” or by any persons “acting in concert” with any of them, should be disclosed in a Dealing Disclosure by no later than 12:00 p.m. (London time) on the “business day” following the date of the relevant transaction.

“Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of “securities”. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of “securities”, or by virtue of any option in respect of, or derivative referenced to, “securities”.

Terms in quotation marks are defined in the City Code, which can be found on the Panel’s website. If you are in any doubt as to whether not you should disclose a “dealing” by reference to the above, you should contact an independent financial adviser authorised by the FCA under the FSMA.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on GVC’s and bwin.party’s websites at www.gvc-plc.com and www.bwinparty.com respectively by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary of bwin.party during business hours on +350 200 47191 or by submitting a request in writing to the Company Secretary of bwin.party at Suite 6, Atlantic Suites, Europort Avenue, Gibraltar. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.