Result of EGM

Clarissa Elsner

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION

RECOMMENDED OFFER
FOR
BWIN.PARTY DIGITAL ENTERTAINMENT PLC (“bwin.party”)
BY
GVC HOLDINGS PLC (“GVC” or the “Company”)

to be effected by means of a Scheme of Arrangement
under Part VIII of the Companies Act 2014 of Gibraltar

RESULT OF EGM

GVC Holdings PLC (AIM:GVC), a leading e-gaming operator in both B2C and B2B markets, is pleased to announce that at an Extraordinary General Meeting of the Company held earlier today in connection with the proposed acquisition of bwin.party, all resolutions were duly passed in the terms set out in the notice of meeting.

Results of the proxy voting are set out below:

 ResolutionVotes for% forVotes against% againstVotes withheld
1Approval of Acquisition35,312,94399.9130,7530.092,481
2Authority to increase share capital35,310,09399.9033,6030.102,481
3Authority to allot shares35,303,45799.8940,2390.112,481
4Approval of new Share Plan33,711,61595.451,608,3714.5526,191
5Dis-application of pre-emption rights35,297,32799.8939,2200.119,630
6Amendment of the Articles35,295,24199.8940,1550.1110,781

GVC also notes the announcement made by bwin.party earlier today in which it confirmed that its shareholders had approved the Scheme at the bwin.party Shareholder Court Meeting and passed the necessary resolution to implement the Scheme at the bwin.party General Meeting, both of which were held earlier today.

Completion of the Acquisition remains subject to satisfaction or waiver of certain other conditions set out in the Scheme Document, including the sanctioning of the Scheme by the Supreme Court of Gibraltar which is scheduled to occur on 29 January 2016. Subject to receiving the sanction of the Court on that date, the Scheme is expected to become effective on 1 February 2016, with admission of the GVC Shares to the Standard Segment of the Official List and commencement of dealings in GVC Shares on the Main Market expected to take place on or around 8.00 a.m. on 2 February 2016. In accordance with Rule 41 of the AIM Rules for Companies, notice will be given to the London Stock Exchange to cancel the admission of the Company’s entire issued share capital on AIM, such cancellation to take effect from Admission.

Defined terms used but not defined in this announcement have the meanings set out in the prospectus issued by the Company on 13 November 2015.

 

For further information:

GVC Holdings PLC
Kenneth Alexander, Chief Executive+44 (0) 1624 652 559
Richard Cooper, Group Finance Director
Houlihan Lokey (Financial adviser to GVC)+44 (0) 20 7839 3355
David Sola
Cenkos (NOMAD and Broker to GVC)Tel: +44 (0) 20 7397 8900
Mark Connelly
Stephen Keys
Camilla Hume
Bell Pottinger (PR Adviser to GVC)Tel: +44 (0) 20 3772 2500
David Rydell
James Newman

 

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 Admission, contents of this announcement or any other matters referred to herein.

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 being made solely by means of the Scheme Document which contains the full terms and Conditions of the Offer. The GVC Prospectus contains information about the Enlarged Group and the New GVC Shares.

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 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.

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.

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.

Publication on Website

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