REG - GVC Holdings PLC - Rule 2.7 announcement <Origin Href="QuoteRef">GVC.L</Origin> - Part 3

EntainAnnouncement

04/09/2015 07:00

- Part 3: For the preceding part double click  ID:nRSD0808Yb 

                                         
 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                                                                                      
                                                                                                   
 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 MaizelsCharles Wilkinson (Corporate Broker)                                                 
                                                                                                   
 Numis Securities (Joint Corporate Broker to bwin.party)                     +44 (0) 20 7260 1000  
 Michael MeadeRupert Krefting                                                                      
                                                                                                   
 FTI Consulting (Public Relations Adviser to bwin.party)                     +44 (0) 20 3727 1067  
 Ed Bridges                                                                                        
 Alex Le May                                                                                       
                                                                                                   
 
 
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 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 Cenkos Securities plc, nor for giving advice in relation to the
subject matter of this announcement. 
 
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. 
 
The City Code on Takeovers and Mergers 
 
By virtue of its status as a Gibraltar incorporated company, the City Code
does not apply to bwin.party. bwin.party has incorporated certain
takeover-related provisions into its articles of association but these do not
provide bwin.party Shareholders with the full protections offered by the City
Code and enforcement of such provisions are the responsibility of bwin.party,
not the Panel. Accordingly, bwin.party Shareholders are reminded that the
Panel does not have responsibility, in relation to bwin.party, for ensuring
compliance with the City Code and is not able to answer bwin.party
Shareholders' queries. bwin.party and GVC have agreed in the GVC Co-operation
Agreement certain matters regarding the application of the City Code to the
Offer, and the terms of that agreement are summarised in this announcement. 
 
In particular, public disclosures consistent with the provisions of Rule 8 of
the City Code (as if it applied to bwin.party) should not be emailed to the
Panel, but, as described below, released directly through a Regulatory
Information Service. 
 
Further Information 
 
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. The New GVC Shares are not being offered to the public by means
of this announcement. This announcement is an advertisement and is for
information purposes only and does not constitute a prospectus or prospectus
equivalent document. 
 
The Offer will be made solely by means of the Scheme Document or any other
document by which the Offer is made which will contain 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 will be
published by GVC on the date on which the Scheme Document is posted to
bwin.party Shareholders. The GVC Prospectus will contain information about the
Enlarged Group and the New GVC Shares and a notice convening the GVC General
Meeting. 
 
This announcement has been prepared for the purpose of complying with English
and Gibraltar law, the Listing Rules and the AIM Rules 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 and Gibraltar. 
 
bwin.party will prepare the Scheme Document to be distributed to bwin.party
Shareholders. bwin.party and GVC urge bwin.party Shareholders to read the
Scheme Document and the GVC Prospectus when each becomes available because
they will contain important information relating to the Offer. 
 
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 this announcement and the Scheme
documentation 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 pursuant to the Scheme 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. For a
description of these and certain further restrictions on offers, sales and
transfers of the New GVC Shares and the distribution of this announcement, see
paragraph 19 of this announcement. 
 
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 (b) 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. 
 
Forward Looking Statements 
 
This announcement contains statements about GVC and bwin.party that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, are forward looking
statements. Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies
and the expansion and growth of GVC's or bwin.party's operations and potential
synergies resulting from the Offer; and (iii) the effects of government
regulation on GVC's or bwin.party's business. 
 
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Each
of GVC and bwin.party disclaims any obligation to update any forward looking
or other statements contained herein, except as required by applicable law. 
 
No profit forecasts or estimates 
 
No statement in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be interpreted to
mean that earnings or earnings per share for GVC or bwin.party, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share for GVC or
bwin.party, as appropriate. 
 
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 Financial Conduct Authority
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 begins upon the release of this 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 begins upon the release of this 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. 
 
Electronic Communications 
 
Please be aware that addresses, electronic addresses and certain information
provided by bwin.party Shareholders, persons with information rights and other
relevant persons for the receipt of communications from bwin.party may be
provided to GVC during the Offer Period as requested under Section 4 of
Appendix 4 of the City Code to comply with Rule 2.12(c) of the City Code. 
 
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. 
 
Rounding 
 
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them. 
 
Exchange rate 
 
Where amounts are shown in Euros and Pounds sterling in this announcement, an
exchange rate of £1.00/E1.3730 has been used which was derived from Factset as
at  5:08 p.m. on 3 September 2015 (being the last date prior to the date of
this announcement). 
 
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE OFFER 
 
Part A: Conditions of the Scheme and the Offer 
 
1        The Offer will be conditional upon the Scheme becoming unconditional
and becoming effective by not later than the Long Stop Date. 
 
2        The Scheme will be subject to the following conditions: 
 
2.1       its approval at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof) by a majority in number
representing three-quarters or more in value of the bwin.party Shareholders
who are on the register of members of bwin.party at the Scheme Voting Record
Time and who are present and voting, either in person or by proxy; 
 
2.2       all resolutions in connection with or required to approve and
implement the Scheme as set out in the notice of the bwin.party General
Meeting (including, without limitation, the bwin.party Shareholder Resolution)
being duly passed by the requisite majority at the bwin.party General Meeting;
and 
 
2.3       the sanction of the Scheme by the Court (without modification or
with modification on terms reasonably acceptable to bwin.party and GVC) and
the delivery of an office copy of the Scheme Court Order to the Registrar of
Companies within seven days of it being made. 
 
3        Subject as stated in Part B below, the Offer will be conditional upon
the following Conditions and, accordingly, the necessary actions to make the
Scheme effective will not be taken unless such Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived: 
 
Approval of GVC Shareholders and Admission to Trading of GVC Shares and New
GVC Shares 
 
(a)     the resolutions of the GVC Shareholders required to: 
 
a.   approve, effect and implement the Offer; 
 
b.   authorise an increase in the authorised share capital of GVC; 
 
c.   confer authorities for the issue and allotment of the New GVC Shares to
be issued in connection with the Offer and the Fundraising; and 
 
d.   confer authorities for the dis-application of pre-emption rights under
GVC's articles of association in respect of the issue and allotment of the New
GVC Shares to be issued in connection with the Fundraising, 
 
being duly passed at the GVC General Meeting (or at any adjournment thereof)
in each case by the requisite majority of the GVC Shareholders; and 
 
(b)     either: 
 
a.   (i) the UKLA having acknowledged to GVC or its agent (and such
acknowledgement not having been withdrawn) that the application for the
admission of the GVC Shares and the New GVC Shares issued pursuant to the
Offer to the Standard Segment of the UKLA Official List and to the Main Market
of the London Stock Exchange has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject ("listing
conditions")) will become effective as soon as a dealing notice has been
issued by the UKLA and any listing conditions having been satisfied and (ii)
the London Stock Exchange having acknowledged to GVC or its agent (and such
acknowledgement not having been withdrawn) that the New GVC Shares will be
admitted to trading on the Main Market of the London Stock Exchange; or 
 
b.   the London Stock Exchange agreeing to admit or re-admit (as applicable)
the GVC Shares and the New GVC Shares to trading on AIM subject only to the
Scheme becoming effective in accordance with its terms and/or, in the case of
the New GVC Shares, to the allotment of such shares; 
 
(c)     the Fundraising becoming unconditional in all respects (other than as
to Admission and any conditions of the Placing Agreement and Subscription
Letters relating to conditions of the Offer that will be satisfied by
Admission), and Cenkos having received Placing Letters from Placees, and/or
GVC having received Subscription Letters from Subscribers, together
representing aggregate gross proceeds of at least £150 million, and none of
such Placing Letters having been revoked by any Placee or otherwise terminated
and none of such Subscription Letters having been revoked by any Subscriber or
otherwise terminated; 
 
German anti-trust condition 
 
(d)     the German Federal Cartel Office (the "FCO") having: 
 
a.   cleared the Offer following a Phase 1 or Phase 2 investigation; or 
 
b.   notified any of the parties that the Offer does not fulfil the conditions
for a notification, 
 
or if no such clearance or notice is made by the FCO, 
 
c.   the time limit set out in the first sentence of Section 40(1) of the
German Act Against Restraints of Competition (Gesetz
gegenWettbewerbsbeschränkunge "GWB") having expired without the FCO having
notified either of GVC or bwin.party that it has started an in-depth
investigation; or 
 
d.   in Phase 2 proceedings the time limit set out in the second sentence of
Section 40(2) GWB or an extended investigation period agreed to with the
notifying undertakings pursuant to Section 40(2) sentence 4 no. 1 GWB having
expired without the FCO having prohibited the transaction 
 
FCA change of control approval 
 
(e)     the sooner of: 
 
a.   GVC having received written notification from the FCA that, following an
application submitted to the FCA by GVC pursuant to section 178 of FSMA, the
FCA has approved GVC and any other person who would become a Controller of
bwin.party's Kalixa payments business as a result of the Offer, and such
approval not having been revoked and being in full force and effect on the
Effective Date; or 
 
b.   the period within which the FCA may serve notice of objection of the
proposed change of Controller of bwin.party's Kalixa payments business
elapsing without such notice having been served on either GVC or bwin.party; 
 
Gibraltarian Financial Services Commission change of control 
 
(f)      the sooner of: 
 
a.   GVC having received written notification from the FSC that, following an
application submitted to the FSC by GVC pursuant to section 10 of the
Financial Services (Markets in Financial Instruments) Act 2006, the FSC has
approved GVC and any other person who would become a Controller of
bwin.partys's InterTrader business as a result of the Offer, and such approval
not having been revoked and being in full force and effect on the Effective
Date; or 
 
b.   the assessment period under section 10A of the Financial Services
(Markets in Financial Instruments) Act 2006 within which the FSC may serve
notice of objection of the proposed change of Controller of bwin.party's
InterTrader business elapsing without such notice having been served on either
GVC, InterTrader or bwin.party; 
 
Licensing Authority of Gibraltar change of control approval 
 
(g)     the approval by the Licensing Authority (Gambling Division) of HM
Government of Gibraltar of the acquisition of bwin.party by GVC; 
 
Malta Gaming Authority change of control approval 
 
(h)     all necessary notifications, filings or applications having been made
to the Malta Gaming Authority ("MGA") and approval having been granted by the
MGA in respect of a change in qualifying shareholding (as defined in the
Maltese Remote-Gaming Regulations enacted by Legal Notice 176 of 2004) in the
MGA-licensed entity of the bwin.party Group; 
 
French Ministry of Economy change of control approval 
 
(i)      in accordance with the provisions applicable to foreign investments
in France, the offer is subject to the following condition: all necessary
notifications, filings or applications having been made and all necessary
authorizations (including as the case may be upon failure to respond at the
expiry of the applicable period in which case the authorization is deemed to
be granted), confirmations, clearances and controls in respect of the offer
and the proposed acquisition of control of, bwin.party and its subsidiaries or
members of its group having been obtained by GVC; 
 
Other Notifications, waiting periods and authorisations 
 
(j)      other than in respect of Condition 3(a) to (h) (inclusive), and in
respect of Condition 3(j) to (n) (inclusive), all material notifications,
filings or applications which are necessary or are reasonably considered
appropriate or desirable by GVC having been made in connection with the Offer
and all appropriate waiting periods (including any extensions thereof) under
any applicable legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied with in each
case in respect of the Scheme and the Offer and all Authorisations which are
necessary or are reasonably considered appropriate in any relevant
jurisdiction for or in respect of the Scheme or the Offer and, except pursuant
to Part VIII of the Gibraltar Companies Act, the acquisition or the proposed
acquisition of any shares or other securities in, or control or management of,
bwin.party or any other member of the Wider bwin.party Group by any member of
the Wider GVC Group having been obtained in terms and in a form reasonably
satisfactory to GVC from all appropriate Third Parties and (without prejudice
to the generality of the foregoing) from any persons or bodies with whom any
member of the Wider bwin.party Group or the Wider GVC Group has entered into
contractual arrangements in each case where the absence of such Authorisation
would have a material adverse effect on the Wider bwin.party Group taken as a
whole and all such Authorisations remaining in full force and effect at the
time at which the Scheme becomes effective and there being no notice or
intimation of an intention to revoke, suspend, restrict, modify or not to
renew any of such Authorisations; 
 
General antitrust and regulatory 
 
(k)     other than in respect of Conditions 3(a) to (i) (inclusive) and in
respect of Condition 3(k) to (n) (inclusive), no antitrust regulator or Third
Party having announced or given notice of a decision to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything, or having
enacted, made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the same) and
there not continuing to be outstanding any statute, regulation, decision or
order which would or might reasonably be expected to: 
 
(i)      require, prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by any member of the Wider GVC
Group or by any member of the Wider bwin.party Group of all or any material
part of its businesses, assets or property or impose any limitation on the
ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or properties (or
any part thereof); 
 
(ii)      except pursuant to Part VIII of the Gibraltar Companies Act, require
any member of the Wider GVC Group or the Wider bwin.party Group to acquire or
offer to acquire any shares, other securities (or the equivalent) or interest
in any member of the Wider bwin.party Group or any member of the Wider GVC
Group or any asset owned by any Third Party (other than in the implementation
of the Offer); 
 
(iii)     impose any material limitation on, or result in a material delay in,
the ability of any member of the Wider GVC Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in bwin.party or on the ability of any
member of the Wider bwin.party Group or any member of the Wider GVC Group
directly or indirectly to hold or exercise effectively all or any rights of
ownership in respect of shares or other securities (or the equivalent) in, or
to exercise voting or management control over, any member of the Wider
bwin.party Group; 
 
(iv)     otherwise adversely affect any or all of the business, assets,
profits or prospects of any member of the Wider bwin.party Group or any member
of the Wider GVC Group; 
 
(v)     result in any member of the Wider bwin.party Group or any member of
the Wider GVC Group ceasing to be able to carry on business under any name
under which, or in any jurisdiction in which it presently carries on
business; 
 
(vi)     make the Offer, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
bwin.party or any member of the Wider bwin.party Group by any member of the
Wider GVC Group void, unenforceable and/or illegal under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, materially
prevent or prohibit, restrict, restrain, or delay or otherwise materially
interfere with the implementation of, or impose material additional conditions
or obligations with respect to, or otherwise materially challenge, impede,
interfere with or require material amendment of, the Offer or the acquisition
or proposed acquisition of any shares or other securities in, or control or
management of, bwin.party or any member of the Wider bwin.party Group by any
member of the Wider GVC Group; 
 
(vii)    require, prevent or materially delay a divestiture, or materially
alter the terms envisaged for such divestiture by any member of the Wider GVC
Group or any member of the Wider bwin.party Group of any shares or other
securities (or the equivalent) in any member of the Wider bwin.party Group or
any member of the Wider GVC Group; or 
 
(viii)   impose any material limitation on the ability of any member of the
Wider GVC Group or any member of the Wider bwin.party Group to conduct its
business or to integrate or co-ordinate all or any part of its business with
all or any part of the business of any other member of the Wider GVC Group
and/or the Wider bwin.party Group, 
 
and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of, or otherwise intervene in the Scheme or Offer
or the acquisition or proposed acquisition of any bwin.party Shares having
expired, lapsed or been terminated; 
 
Certain matters arising as a result of any arrangement, agreement, etc. 
 
(l)      except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to which any
member of the Wider bwin.party Group or the Wider GVC Group is a party or by
or to which any such member or any of its assets is or may be bound, entitled
or be subject, or any event or circumstance, which, as a consequence of the
Scheme or the Offer or the acquisition or the proposed acquisition by any
member of the Wider GVC Group of any shares or other securities (or the
equivalent) in bwin.party or any member of the Wider bwin.party Group or
because of a change in the control or management of any member of the Wider
bwin.party Group or otherwise, could or might reasonably be expected to result
in (in any case to an extent which is or would be material in the context of
the Wider bwin.party Group or the Wider GVC Group taken as a whole): 
 
(i)      any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider bwin.party
Group or the Wider GVC Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated maturity date
or repayment date, or the ability of any such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited; 
 
(ii)      the creation, save in the ordinary and usual course of business, or
enforcement of any mortgage, charge or other security interest over the whole
or any material part of the business, property or assets of any member of the
Wider bwin.party Group or the Wider GVC Group or any such mortgage, charge or
other security interest (whenever created, arising or having arisen) becoming
enforceable; 
 
(iii)     any such arrangement, agreement, lease, licence, franchise, permit
or other instrument being terminated or the rights, liabilities, obligations
or interests thereunder of any member of the Wider bwin.party Group or the
Wider GVC Group being adversely modified or adversely affected or any
obligation or liability arising or any adverse action being taken or arising
thereunder; 
 
(iv)     any liability of any member of the Wider bwin.party Group or the
Wider GVC Group to make any severance, termination, bonus or other payment to
any of its directors, other officers or employees; 
 
(v)     the rights, liabilities, obligations, interests or business of any
member of the Wider bwin.party Group or any member of the Wider GVC Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider bwin.party Group or any
member of the Wider GVC Group in or with any other person or body or firm or
company (or any arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or adversely modified
or affected or any onerous obligation or liability arising or any adverse
action being taken thereunder; 
 
(vi)     any member of the Wider bwin.party Group or the Wider GVC Group
ceasing to be able to carry on business under any name under which it
presently carries on business; 
 
(vii)    the value of, or the financial or trading position or prospects of,
any member of the Wider bwin.party Group or the Wider GVC Group being
prejudiced or adversely affected; 
 
(viii)   the creation or acceleration of any material liability (actual or
contingent) by any member of the Wider bwin.party Group or the Wider GVC Group
other than the creation of liabilities incurred in the ordinary course of
business; 
 
(ix)     any assets owned or used by any member of the wider bwin.party Group
or the Wider GVC Group, or any interest in any such asset, being or falling to
be disposed of or charged or ceasing to be available to such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to such member; or 
 
(x)     any requirement on any member of the Wider bwin.party Group or the
Wider GVC Group to acquire, subscribe, pay up or repay any shares or other
securities (other than as contemplated by the terms of the Offer and the
Scheme), 
 
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider bwin.party Group or the Wider GVC Group is a party or by
or to which any such member or any of its assets is or will become bound,
entitled or subject, would or might reasonably be expected to result in any of
the events or circumstances as are referred to in Conditions 3(l)(i) to (x)
(inclusive); 
 
Certain events occurring since 31 December 2014 
 
(m)    except as Disclosed and except, where relevant, as between bwin.party
and wholly owned subsidiaries of bwin.party or as between GVC and wholly owned
subsidiaries of GVC, no member of the Wider bwin.party Group or the Wider GVC
Group having since, 31 December 2014: 
 
(i)      issued or agreed to issue, or authorised or proposed or announced its
intention to authorise or propose the issue of, additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of bwin.party
Shares out of treasury or GVC Shares out of treasury (except for the issue or
transfer out of treasury of bwin.party Shares on the exercise of employee
share options or vesting of employee share awards in the ordinary course under
the bwin.party Share Schemes or as permitted under the GVC Co-Operation
Agreement, and except for the issue or transfer out of treasury of GVC Shares
on the exercise of employee share options or vesting of employee share awards
in the ordinary course under the GVC Share Schemes); 
 
(ii)      recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than the Declared Dividends, any
bwin.party Permitted Dividend and any GVC Permitted Dividends; 
 
(iii)     other than pursuant to the Offer implemented, effected, authorised
or proposed or announced its intention to implement, effect, authorise or
propose any merger, demerger, reconstruction, amalgamation, scheme, commitment
or acquisition or disposal of assets (in each case otherwise than in the
ordinary course of business) or shares or loan capital (or the equivalent
thereof) in any undertaking or undertakings in any such case to an extent
which is material in the context of the Wider bwin.party Group or the Wider
GVC Group taken as a whole; 
 
(iv)     disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in any
material asset or authorised, proposed or announced any intention to do so in
any such case to an extent which is material in the context of the Wider
bwin.party Group or the Wider GVC Group taken as a whole; 
 
(v)     issued or authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the terms of,
any debentures or become subject to any contingent liability or incurred or
increased any indebtedness which in any such case is material in the context
of the Wider bwin.party Group or the Wider GVC Group as a whole; 
 
(vi)     entered into or varied or authorised, proposed or announced its
intention to enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which is or which involves or could involve an obligation of a nature or
magnitude which is reasonably likely to be materially onerous on the business
of any member of the Wider bwin.party Group or the Wider GVC Group and which,
in any such case, when taken together with any other such material
transaction, arrangement, agreement, contract or commitment, is material in
the context of the Wider bwin.party Group or the Wider GVC Group as a whole; 
 
(vii)    entered into or varied to a material extent the terms of, or made any
offer (which remains open for acceptance) to enter into or vary to a material
extent the terms of any contract, service agreement, commitment or arrangement
with any director or, except for salary increases, bonuses or variations of
terms, in the ordinary course of business, senior executive of any member of
the Wider bwin.party Group or the Wider GVC Group; 
 
(viii)   proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider bwin.party Group or the
Wider GVC Group which are material in the context of the Wider bwin.party
Group or the Wider GVC Group taken as a whole, save as agreed in writing
between bwin.party and GVC; 
 
(ix)     purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or,
except in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital; 
 
(x)     waived, compromised or settled any claim which is material in the
context of the Wider bwin.party Group or the Wider GVC Group as a whole; 
 
(xi)     terminated or varied the terms of any agreement or arrangement
between any member of the Wider bwin.party Group or the Wider GVC Group and
any other person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the Wider
bwin.party Group or the Wider GVC Group taken as a whole; 
 
(xii)    made any material alteration to its memorandum or articles of
association or other incorporation documents which in any such case is
material in the context of the Offer as a whole; 
 
(xiii)   except in relation to changes made as required by legislation or
changes to legislation, made or agreed or consented to any change to: 
 
(a)           the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider bwin.party Group or the Wider
GVC Group for its directors or employees or their dependants; 
 
(b)           the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable, thereunder; 
 
(c)           the basis on which qualification for, or accrual or entitlement
to, such benefits or pensions are calculated or determined; or 
 
(d)           the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued, made, agreed or consented to, 
 
to an extent which is in any such case material in the context of the Wider
bwin.party Group or the Wider GVC Group; 
 
(xiv)   been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business in any such case where such is material in the context of the Wider
bwin.party Group or the Wider GVC Group taken as a whole; 
 
(xv)    (other than in respect of any member of the Wider bwin.party Group or
the Wider GVC Group which is dormant and was solvent at the relevant time)
taken or proposed any steps or corporate action or had any legal proceedings
instituted or threatened against it in relation to the suspension of payments,
a moratorium of any indebtedness, its winding-up (voluntary or otherwise),
dissolution, reorganisation or for the appointment of a receiver,
administrator, manager, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed which in any such
case is material in the context of the Wider bwin.party Group or the Wider GVC
Group as a whole; 
 
(xvi)   made, authorised, proposed or announced an intention to propose any
change in its loan capital which in any such case is material in the context
of the Wider bwin.party Group or the Wider GVC Group as a whole; 
 
(xvii)  entered into, implemented or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities; or 
 
(xviii) entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(m); 
 
No adverse change, litigation, regulatory enquiry or similar 
 
(n)     except as Disclosed, since 31 December 2014: 
 
(i)      no adverse change having occurred in, and no circumstance having
arisen which would or might reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider bwin.party
Group or the Wider GVC Group which in any such case is material in the context
of the Wider bwin.party Group or the Wider GVC Group taken as a whole; 
 
(ii)      no litigation, arbitration proceedings, prosecution or other legal
proceedings by or against any member of the Wider bwin.party Group or the
Wider GVC Group or to which any member of the Wider bwin.party Group or the
Wider GVC Group is or may become a party (whether as claimant, defendant or
otherwise) having been threatened, announced or instituted or remaining
outstanding by, against or in respect of, any member of the Wider bwin.party
Group or the Wider GVC Group, in each case in circumstances which might
reasonably be expected to have a material adverse effect on the Wider
bwin.party Group or the Wider GVC Group taken as a whole; 
 
(iii)     no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider
bwin.party Group or the Wider GVC Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of any member of
the Wider bwin.party Group or the Wider GVC Group, in each case in
circumstances which might reasonably be expected to have a material adverse
effect on the Wider bwin.party Group or the Wider GVC Group taken as a whole; 
 
(iv)     no contingent or other liability having arisen or become apparent to
GVC or bwin.party or other than in the ordinary course of business increased
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider
bwin.party Group or the Wider GVC Group to an extent which is material in the
context of the Wider bwin.party Group or, as the case may be, the Wider GVC
Group taken as a whole; 
 
(v)     no steps having been taken and no omissions having occurred which are
reasonably likely to result in the withdrawal (without replacement),
cancellation, termination or modification of any licence held by any member of
the Wider bwin.party Group or the Wider GVC Group which is necessary for the
proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which might reasonably be expected to have a
material adverse effect on the Wider bwin.party Group or the Wider GVC Group
taken as a whole; 
 
No discovery of certain matters regarding information and liabilities 
 
(o)     except as Disclosed, GVC not having discovered in relation to the
Wider bwin.party Group and bwin.party not having discovered in relation to the
Wider GVC Group: 
 
(i)      that any financial, business or other information concerning the
Wider bwin.party Group or the Wider GVC Group publicly announced prior to the
date of this announcement or disclosed to any member of the Wider GVC Group by
or on behalf of any member of the Wider bwin.party Group or to any member of
the Wider bwin.party Group by or on behalf of any member of the Wider GVC
Group at any time prior to the date of this announcement is misleading,
contains a misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading, in any such case to an extent which
is material in the context of the Wider bwin.party Group or the Wider GVC
Group taken as a whole; 
 
(ii)      that any member of the Wider bwin.party Group or the Wider GVC Group
or any partnership, company or other entity in which any member of the Wider
bwin.party Group or the Wider GVC Group has a significant economic interest
and which is not a subsidiary undertaking of bwin.party or GVC is, otherwise
than in the ordinary course of business, subject to any liability, contingent
or otherwise which is material in the context of the Wider bwin.party Group or
the Wider GVC Group taken as a whole; or 
 
(iii)     that any past or present member of the Wider bwin.party Group or the
Wider GVC Group has not complied in any respect with all applicable
legislation, regulations or other requirements of any jurisdiction, or any
Authorisations, relating to the use, treatment, storage, carriage, disposal,
discharge, spillage, release, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment (including
property) or harm human health or otherwise relating to environmental matters
or the health and safety of humans, which non-compliance would be likely to
give rise to any liability including any penalty for non-compliance (whether
actual or contingent) on the part of any member of the Wider bwin.party Group
or the Wider GVC Group which in any such case is material in the context of
the Wider bwin.party Group or the Wider GVC Group taken as a whole; 
 
Anti-corruption 
 
(iv)     GVC discovering in relation to the Wider bwin.party Group or
bwin.party discovering in relation to the Wider GVC Group that any member of
the Wider bwin.party Group or the Wider GVC Group or any person that performs
or has performed services for or on behalf of any such member is or has
engaged in any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010 or any other applicable anti-corruption
legislation; or 
 
No criminal property 
 
(v)     GVC discovering in relation to the Wider bwin.party Group or
bwin.party discovering in relation to the Wider GVC Group that any asset of
any member of the Wider bwin.party Group or the Wider GVC Group constitutes
criminal property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition). 
 
Part B: Certain further terms of the Offer 
 
1        The Scheme will not become Effective unless the Conditions have been
fulfilled or (if capable of waiver) waived or, where appropriate, have been
determined by GVC and bwin.party to be or remain satisfied by no later than
the date referred to in Condition 1 (or such later date as GVC and bwin.party
may agree and (if required) the Court may allow). 
 
2        GVC reserves the right to waive, in whole or in part, Conditions 3(c)
to 3(o) (inclusive), so far as they relate to bwin.party, the Wider bwin.party
Group or any part thereof. Conditions 1, 2, 3(a) and 3(b) shall not be capable
of being waived. 
 
3        bwin.party reserves the right to waive, in whole or in part,
Conditions 3(c) to 3(o) (inclusive), so far as they relate to GVC, the Wider
GVC Group or any part thereof. 
 
4        The Offer shall lapse if the acquisition of bwin.party by GVC is
referred to the Chair of the Competition and Markets Authority for the
constitution of a group under Schedule 4 to the Enterprise and Reform Act
2013before the date of the Court Meeting. 
 
5        Subject always to the provisions of the GVC Co-operation Agreement,
neither GVC nor bwin.party shall be under any obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as fulfilled
any of Conditions 3(a) to 3(o) (inclusive) by a date earlier than the latest
date for the fulfilment of that Condition notwithstanding that the other
Conditions of the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating that any
of such Conditions may not be capable of fulfilment. 
 
6        The bwin.party Shares acquired under the Offer shall be acquired
fully paid and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and interests of any
nature and together with all rights attaching or accruing to them, including
voting rights and the right to receive and retain in full all 

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