In the Rule 2.7 Announcement released today by the Company in connection with its proposed acquisition of bwin.party digital entertainment plc (“bwin.party”) the Company stated that it had received a commitment from the bwin.party Shareholder, Androsch Privatstiftung, to provide an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting; and, if GVC exercises its right to implement the Offer by way of a Takeover Offer, to accept such Offer.
The Company confirms that it has now received such irrevocable undertaking from Androsch Privatstiftung (“Androsch Irrevocable”) which is in respect of its holding of 33,147,090 shares in the capital of the Company, representing approximately 4.02 per cent. of the share capital of bwin.party in issue on 3 September 2015 (being the latest practicable date prior to publication of the Rule 2.7 Announcement).
The Androsch Irrevocable undertaking will lapse if:
(a) the Scheme does not become effective or, if GVC elects, subject to GVC and bwin.party agreeing or as otherwise permitted in accordance with the GVC Co-operation Agreement, to implement the Offer by way of a Takeover Offer, the Takeover Offer does not become unconditional as to acceptances, in each case by the Long Stop Date or such later date as GVC and bwin.party may agree in writing;
(b) GVC announces, with the consent of the board of directors of bwin.party (pursuant to the GVC Co-operation Agreement), that it does not intend to make or proceed with the Offer and no new, revised or replacement Takeover Offer or Scheme is announced in accordance
with Rule 2.7 of the Code at the same time; or
(c) the Takeover Offer or Scheme lapses or is withdrawn and no new, revised or replacement Takeover Offer or Scheme has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.
Following receipt of the Androsch Irrevocable, the Company has now received irrevocable undertakings in support of the Scheme in relation to an aggregate of 89,496,522 bwin.party Shares, representing approximately 10.8 per cent. of the share capital of bwin.party in issue on 3 September 2015 (being the latest practicable date prior to publication of the Rule 2.7 Announcement).
For further information:
|GVC Holdings PLC|
|Kenneth Alexander, Chief Executive||Tel: +44 (0) 20 7398 7702|
|Richard Cooper, Group Finance Director||www.gvc-plc.com|
|Cenkos Securities plc (Nomad & Broker)||Tel: +44 (0) 20 7397 8900|
|Mark Connelly, Stephen Keys, Callum Davidson|
|Bell Pottinger||Tel: +44 (0) 20 3772 2500|
|David Rydell, James Newman, Jon Allen|
About GVC Holdings PLC
GVC Holdings PLC is a leading e-gaming operator in both b2c and b2b markets. Its core brands are CasinoClub, Betboo and Sportingbet. The Group has over 700 employees/consultants and is headquartered in the Isle of Man and has licenses in Malta, Denmark, UK, South Africa, Italy, Alderney and the Dutch Caribbean.
Further information on the Group is available at www.gvc-plc.com