REG - GVC Holdings PLC - Rule 2.7 announcement <Origin Href="QuoteRef">GVC.L</Origin> - Part 4
04/09/2015 07:00
- Part 4: For the preceding part double click ID:nRSD0808Yc
dividends and
other distributions (if any) declared, made or paid on or after the date of
this announcement (save for any bwin.party Permitted Dividend).
7 If, prior to the Effective Date, any dividend or other distribution
(other than any bwin.party Permitted Dividend) is declared or paid by
bwin.party, GVC reserves the right (without prejudice to any right of GVC,
subject to and in accordance with the GVC Co-operation Agreement, to invoke
Condition 3(l)(ii) above) to reduce the cash element of the consideration
payable under the Offer in respect of an bwin.party Share by the aggregate
amount of such dividend or distribution (excluding associated tax credit).
If any such dividend or distribution (other than any bwin.party Permitted
Dividend) is paid or made before the Effective Date, if GVC exercises its
rights described in this paragraph, any reference in this announcement to the
consideration payable under the Offer shall be deemed to be a reference to the
consideration as so reduced.
To the extent that such a dividend or distribution has been declared but not
paid prior to the Effective Date, and such dividend or distribution is
cancelled, then the Offer Price shall not be subject to change in accordance
with this paragraph.
Any exercise by GVC of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Offer.
8 GVC reserves the right to elect, with the consent of the bwin.party
Board in accordance with the GVC Co-operation Agreement, to implement the
acquisition of the bwin.party Shares by way of a Takeover Offer as an
alternative to the Scheme. In such event, the acquisition will be implemented
by GVC and/or one or more wholly-owned subsidiaries of GVC on substantially
the same terms as those which would apply to the Scheme subject to appropriate
amendments, including (without limitation) an acceptance condition set at such
percentage of the shares to which such offer relates, no greater than
seventy-five per cent. (or, where any of the circumstances set out in Note 2
of Section 8 of Appendix 7 of the Code applies, ninety per cent.) of the
voting rights carried by the bwin.party Shares to which the Offer relates,
provided that this condition will not be satisfied unless GVC and/or any of
its subsidiaries shall have acquired or agreed to acquire (whether pursuant to
the Offer of otherwise) bwin.party Shares carrying in aggregate more than
fifty per cent. of the voting rights then normally exercisable at a general
meeting of bwin.party, as GVC may decide.
9 The availability of the Offer to persons not resident in the United
Kingdom or Gibraltar may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or Gibraltar
should inform themselves about and observe any applicable requirements.
10 The New GVC Shares to be issued pursuant to the Offer have not been
and will not be registered under the US Securities Act nor under any of the
relevant securities laws of Canada, Japan, Australia or the Republic of South
Africa. Accordingly, the New GVC Shares may not be offered, sold or delivered,
directly or indirectly, in the United States, Canada, Japan, Australia or
South Africa, except pursuant to exemptions from, or transactions not subject
to, applicable requirements of any such jurisdiction.
11 The Offer is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means of instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any jurisdiction where to do
so would violate the laws of that jurisdiction.
12 Pursuant to, and subject to the provisions of, the GVC Co-operation
Agreement, GVC and bwin.party have agreed to observe and comply with the City
Code in relation to the conduct and execution of the Offer as though
bwin.party were subject to the Code. Therefore, in accordance with Rule 13.5
of the City Code, GVC may not invoke a condition to the Offer so as to cause
the Offer not to proceed, to lapse or to be withdrawn unless the circumstances
which give rise to the right to invoke the condition are of material
significance to GVC in the context of the Offer. Furthermore, bwin.party may
not invoke a condition to the Offer so as to cause the Offer not to proceed,
to lapse or to be withdrawn unless the circumstances which give rise to the
right to invoke the condition are of material significance to bwin.party
Shareholders in the context of the Offer. Whether, in each case, any such
circumstances are of such material significance shall be determined in
accordance with the relevant provisions of the GVC Co-operation Agreement. The
conditions contained in Conditions 1, 2, 3(a) and 3(b) are not subject to this
provision of the City Code.
13 Save as provided in the following sentence, the Offer will be governed
by the laws of England and Wales and will be subject to the exclusive
jurisdiction of the English courts and to the Conditions and further terms set
out in this Appendix I and to be set out in the Scheme Document, the
applicable requirements of the Listing Rules, the City Code (as applied
pursuant to the GVC Co-operation Agreement and bwin.party's articles of
association), the London Stock Exchange, the FCA, the PRA, and the UKLA. The
Scheme will be a Court-sanctioned scheme of arrangement between bwin.party and
the Scheme Shareholders implemented under Part VIII of the Gibraltar Companies
Act.
14 The New GVC Shares will be issued credited as fully paid and will rank
pari passu in all respects with the existing GVC Shares, save that they will
not rank with existing GVC Shares for any dividends of GVC declared, made or
paid on or prior to Completion.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The aggregate Offer value of approximately £1.116 billion is based on
a value of 4.53 pence per GVC Share, being the closing price on the London
Stock Exchange on 3 September 2015 (being the last practicable date prior to
the release of this announcement) on the basis of the fully-diluted number of
bwin.party Shares in issue referred to in paragraph (iv) below and the
aggregate value of the cash payable to participants in the bwin.party Share
Plans by reason of the Offer as referred to in paragraph (v) below.
(ii) Closing prices are taken from the London Stock Exchange Daily
Official List for bwin.party Shares and for GVC Shares. Unless otherwise
stated, all closing prices for bwin.party and GVC Shares are closing middle
market prices derived from these sources.
(iii) Volume weighted average closing prices are derived from Factset.
(iv) bwin.party confirms 845,402,913 fully-diluted bwin.party Shares on
the basis of 824,931,893 bwin.party Shares in issue (excluding 1,519,008
shares held by bwin.party's employee benefit trust) on 3 September 2015, being
the last business day prior to the date of this announcement, and on the basis
of 20,471,020 bwin.party Shares in respect of options and shares awarded which
will become exercisable over new bwin.party Shares as a result of the Offer.
(v) The aggregate value of the cash payable to participants in the
bwin.party Share Plans by reason of the Offer is £20.2 million, such cash
being payable in respect of awards to be granted in respect of the 2015
financial year under the bwin.party Share Plans and existing options under the
Rollover Option Plan and the All-Employee Option Plan.
(vi) GVC confirms 62,433,427 fully-diluted GVC Shares on the basis of
61,276,480 GVC Shares in issue on 3 September 2015, being the last business
day prior to the date of this announcement, and on the basis of 1,156,947 GVC
Shares in respect of existing options granted (excluding the awards held by
members of the GVC Board under the 2010 LTIP which will be cash cancelled on
Completion as referred to at paragraph 17 of this announcement.)
(vii) The share capital of the Enlarged Group (being 293,266,524) has been
calculated as the sum of:
(A) the fully diluted share capital of GVC as referred to in paragraph (vi)
of this Appendix II;
(B) 35,545,024 New GVC Shares being issued under the Fundraising as
referred to in paragraph 14 of this announcement; and
(C) 195,288,073 New GVC Shares being the maximum which would be issued
under the terms of the Offer (being 0.231 New GVC Shares to be issued per
bwin.party Share multiplied by the fully diluted share capital of bwin.party
as referred to in paragraph (iv) of this Appendix II).
(viii) The percentage of the share capital of the Enlarged Group that will
be owned by bwin.party Shareholders of 66.6 per cent. is calculated by
dividing the number of New GVC Shares to be issued under the terms of the
Offer referred to in paragraph (vii) of this Appendix II by the issued share
capital of the Enlarged Group (as set out in paragraph (vii) of this Appendix
II) and multiplying the resulting sum by 100 to produce a percentage.
(ix) Unless otherwise stated, the financial information relating to
bwin.party is extracted or derived (without any adjustment) from the annual
report and audited accounts of bwin.party for the financial year ended 31
December 2014, prepared in accordance with IFRS.
(x) Unless otherwise stated, the financial information relating to GVC is
extracted from or derived (without adjustment) from the annual report and
audited consolidated financial statements of GVC for the three years ended 31
December 2014, prepared in accordance with IFRS.
(xi) 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 III
IRREVOCABLE UNDERTAKINGS
PART A
The following irrevocable undertakings include undertakings 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:
bwin.party Directors' Irrevocable Undertakings
Per Afrell 40,114 0.00%
Sylvia Coleman 75,000 0.01%
Georg Riedl 856,100 0.10%
Norbert Teufelberger 12,155,056 1.47%
Martin Weigold 1,000,000 0.12%
Philip Yea 261,857 0.03%
Philip Yea
261,857
0.03%
The irrevocable undertakings referred to will only cease to be binding if:
(a) if the Scheme does not become effective or, if GVC elects, with the
consent of the bwin.party Board (pursuant to the GVC Co-operation Agreement),
to implement the Offer by way of by means of a Takeover Offer, the Offer does
not become and is not declared unconditional as to acceptances, in each case
by 31 March 2016 or such later date as GVC and bwin.party may agree in
writing;
(b) the bwin.party Board withdraws, adversely modifies or qualifies its
recommendation to GVC Shareholders to vote in favour of the resolutions
concerning the Offer;
(c) GVC announces, with the consent of the bwin.party Board (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 Offer is announced at the
same time;
(d) the Offer lapses or is withdrawn and no new, revised or replacement
Offer has been announced in its place or is announced at the same time; or
(e) the Offer becomes or is declared wholly unconditional or the Scheme
becomes effective.
bwin.party Shareholders' Irrevocable Undertakings
Henderson Global Investors 41,961,305 5.09%
Androsch Privatstiftung 33,147,090 4.02%
Androsch Privatstiftung
33,147,090
4.02%
The Henderson Global Irrevocable referred to above shall lapse if:
(a) the Scheme does not become effective or, if the Offeror elects to
implement the Offer by way of a Takeover Offer, the Takeover Offer does not
become and is not declared unconditional as to acceptances, in each case by
the Long Stop Date; or
(b) the grantor of the Henderson Irrevocable determines (at its sole
and unfettered discretion) that the Henderson Irrevocable should lapse as a
result of any new circumstances which arise (including, without limitation, as
a result of any press announcements made by bwin.party, the Offeror or an
alternative offeror for bwin.party) that materially alter the basis on which
the Henderson Irrevocable has been given.
bwin.party has received a commitment from Androsch Privatstiftung to provide
an irrevocable undertaking, such irrevocable undertaking, once provided, would
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.
PART B
The following irrevocable undertakings include undertakings to vote in favour
of any resolutions of the GVC Shareholders referred to in Condition 3(a):
GVC Directors' Irrevocable Undertakings
Kenny Alexander 108,740 0.18%
Lee Feldman 135,075 0.22%
Richard Cooper 1,667 0.003%
Richard Cooper
1,667
0.003%
The irrevocable undertakings referred to will only cease to be binding if:
(a) the Scheme does not become effective or, if GVC elects, with the
consent of the bwin.party Board (pursuant to the GVC Co-operation Agreement),
to implement the Offer by way of by means of a Takeover Offer, the Takeover
Offer does not become and is not declared unconditional as to acceptances, in
each case by 31 March 2016 or such later date as GVC and bwin.party may agree
in writing;
(b) the GVC Board withdraws, adversely modifies or qualifies its
recommendation to GVC Shareholders to vote in favour of the resolutions
concerning the Offer and/or the Fundraising;
(c) GVC announces, with the consent of the bwin.party Board (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 Offer is announced at the
same time;
(d) the Offer lapses or is withdrawn and no new, revised or replacement
Offer has been announced in its place or is announced at the same time; or
(e) the Offer becomes or is declared wholly unconditional or the Scheme
becomes effective.
Other GVC Shareholder Irrevocable Undertakings
AXA Investment Managers UK Limited 960,000 1.57%
Certain funds managed by Capital Research & Management Company 2,038,442 3.33%
Caroline Alexander 313,333 0.51%
Pascale Mourier Cooper 335,000 0.55%
Richard Griffiths (and controlled undertakings) 6,833,950 11.15%
UBS Global Asset Management (UK) Ltd 766,861 1.25%
UBS Global Asset Management (UK) Ltd
766,861
1.25%
The GVC Shareholder Irrevocable Undertakings referred to above will only cease
to be binding:
(a) on the earlier of:
(i) the close of the extraordinary general meeting of GVC to be convened to
approve the Proposed Transaction;
(ii) midnight on the Long Stop Date;
(iii) midnight on the date upon which discussions between GVC and bwin.party
in relation to the Proposed Transaction are terminated and this is announced,
whether in accordance with the requirements of Rule 2.8 of the City Code on
Takeovers and Mergers or otherwise; or
(b) if the directors of GVC withdraw or adversely amend their
recommendation to shareholders of GVC that they vote in favour of all
resolutions seeking approval for the acquisition of bwin.party.
GVC Shareholder Letter of Intent
Marathon Asset Management LLP 3,120,970 5.09%
Marathon Asset Management LLP
3,120,970
5.09%
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
"888 Co-operation Agreement" the agreement dated 17 July 2015 between bwin.party and 888 relating to, among other things, the implementation of the 888 Offer;
"888 Offer" 888 Acquisitions Limited's, a subsidiary of 888 Holdings plc, offer for bwin.party that was recommended by the bwin.party Board on 17 July 2015;
"888 Offer Announcement" the press announcement released by 888 Acquisitions Limited, 888 Holdings plc and bwin.party on 17 July 2015 in relation to the 888 Offer;
"Admission to Trading" or "Admitted to Trading" the satisfaction of the Conditions in either: (a) paragraph 3(b)(a) of Part A of Appendix I to this announcement in respect of the admission of the GVC Shares (together
with the New GVC Shares) to (i) the UKLA Official List with a standard listing and (ii) trading on the Main Market of the London Stock Exchange; or (b) paragraph 3(b)(b)
of Part A of Appendix I to this announcement in respect of the admission/re-admission of the GVC Shares (together with the New GVC Shares) to trading on AIM;
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the rules published by the London Stock Exchange which set out the rules and responsibilities in relation to a company with a class of securities admitted to AIM, as
amended from time to time
"Australia" the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;
"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London and Gibraltar;
"bwin.party" bwin.party Digital Entertainment plc;
"bwin.party Board" the board of bwin.party Directors;
"bwin.party Directors" the directors of bwin.party;
"bwin.party General Meeting" the general meeting of bwin.party Shareholders to be convened in connection with the Scheme to consider and, if thought fit, approve the bwin.party Shareholder
Resolutions (with or without amendment) including any adjournment or postponement of any such meeting;
"bwin.party Group" bwin.party and its subsidiary undertakings and, where the context permits, each of them;
"bwin.party Permitted Dividend" the interim dividend of 1.92 pence per bwin.party Share declared by bwin.party on 28 August 2015, with a record date of 11 September 2015 and a payment date of 9 October
2015;
"bwin.party Shareholders" the holders of bwin.party Shares;
"bwin.party Shareholder Resolution" the resolution to be proposed by bwin.party at the General Meeting in connection with, among other things, the alteration of bwin.party' articles of association and such
other matters as may be necessary to implement the Scheme and the delisting of the bwin.party Shares;
"bwin.party Share Plans" the bwin.party 2014 Incentive Plan, the Bonus and Share Plan, the All-Employee Option Plan, the Rollover Option Plan, the Share Option Plan and the Global Share Plan
(including the UK Share Incentive Plan);
"bwin.party Shares" the fully paid up ordinary shares of 0.015 pence each in the capital of bwin.party;
"Canada" Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof;
"Cerberus" Cerberus Business Finance, LLC;
"Cerberus Loan" has the meaning given in paragraph 21 of this announcement;
"City Code" the City Code on Takeovers and Mergers;
"Clean EBITDA" earnings before interest, taxation, depreciation, amortisation, impairment charges, share option charges and exceptional items
"Clearances" the merger control, competition and regulatory approvals, consents, clearances, permissions, waivers and "no objection" statements required to be obtained in connection
with the Offer prior to Completion;
"Completion" completion of the proposed acquisition by GVC of the entire issued and to be issued ordinary share capital of bwin.party pursuant to the Offer;
"Conditions" the conditions to the implementation of the Offer, as set out in Part A of Appendix I to this announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement entered into between bwin.party and GVC dated 30 January 2015;
"Controller" has the meaning given in section 422 of FSMA;
"Court" the Supreme Court of Gibraltar;
"Court Meeting" the meeting(s) of bwin.party Shareholders to be convened pursuant to an order of the Court under the Gibraltar Companies Act, notice of which will be set out in the
Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof;
"CREST" the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;
"Dealing Disclosure" has the same meaning as in Rule 8 of the City Code;
"Declared Dividends" in the case of bwin.party, the final dividend of 1.89 pence per bwin.party Share for the financial year ended 31 December 2014 paid on 27 May 2015 and, in the case of
GVC, the interim dividend declared on 12 January 2015, the final dividend and special final dividend both declared on 23 March 2015 and the interim dividend of E0.14
announced on 8 July 2015 with a record date of 23 July 2015 and paid on 17 August 2015;
"Deutsche Bank" Deutsche Bank AG, London Branch;
"Disclosed" in relation to bwin.party and the bwin.party Group, the information disclosed by, or on behalf of, bwin.party: (i) in the annual report and accounts of the bwin.party
Group for the financial year ended 31 December 2014; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of
bwin.party prior to the publication of this announcement; or (iv) as otherwise fairly disclosed in writing by or on behalf of bwin.party or any of its advisers to GVC (or
any of its officers, employees, agents or advisers) prior to the date of this announcement; andin relation to GVC and the GVC Group, the information disclosed by, or on
behalf of, GVC: (i) in the annual report and accounts of the GVC Group for the financial year ended 31 December 2014; (ii) in this announcement; (iii) in any other
announcement to a Regulatory Information Service by or on behalf of GVC prior to the publication of this announcement; or (iv) as otherwise fairly disclosed in writing by
or on behalf of GVC or any of its advisers to bwin.party (or any of its officers, employees, agents or advisers) prior to the date of this announcement;
"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;
"Election Return Time" the date and time to be detailed in the Scheme Document as the deadline for returning elections under the Mix and Match Facility;
"Enlarged Group" the GVC Group as Enlarged by the bwin.party Group following completion of the Offer;
"EU" the European Union;
"Euroclear" Euroclear UK and Ireland Limited;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA, and any successor body having the same or
similar functions;
"Form of Election" the form of election for use by an eligible Scheme Shareholder to participate in the Mix and Match Facility
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the bwin.party General Meeting, which shall accompany the Scheme Document and "Form of Proxy" shall
mean either of them as the context requires;
"FSMA" the UK Financial Services and Markets Act 2000, as amended from time to time and any subordinate legislation thereto;
"Fundraising" the GVC Placing and the Subscription;
"Gibraltar Companies Act" the Companies Act 2014 of Gibraltar;
"GVC" GVC Holdings plc;
"GVC Board" the directors of GVC;
"GVC Co-operation Agreement" the agreement dated 4 September 2015 between bwin.party and GVC relating, among other things, to the implementation of the Offer;
"GVC General Meeting" the general meeting of GVC to be convened in connection with the Offer, notice of which will be set out in the GVC Prospectus (including any adjournment thereof);
"GVC Group" GVC and its subsidiary undertakings and, where the context permits, each of them;
"GVC Permitted Dividend" any interim dividend payable to GVC Shareholders declared, and with a record date falling, during the period from the date of this announcement to the Business Day prior
to the date of Completion in an aggregate amount of E0.14 per share in respect of all such interim dividends declared in respect of such period;
"GVC Placing" the proposed placing of New GVC Shares, details of which are set out in paragraph 14;
"GVC Prospectus" the prospectus (or, if applicable, AIM admission document) relating to the Enlarged Group and Admission to Trading;
"GVC Resolutions" the resolutions to be proposed at the GVC General Meeting to enable GVC to implement the Offer;
"GVC Shareholders" holders of GVC Shares;
"GVC Share Schemes" the GVC Holdings plc Employee Share Option Plan, the GVC Holdings plc 2010 Long Term Incentive Plan and the GVC Retention Plan;
"GVC Shares" shares of E0.01 nominal value each in the share capital of GVC;
"IFRS" International Financial Reporting Standards;
"ISIN" International Securities Identification Number;
"Japan" Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" means 31 March 2016 or such later date as bwin.party and GVC may agree and, if required, the Court may allow;
"Mix and Match Facility" the mix and match facility under which it is proposed that bwin.party Shareholders would be able to elect, subject to the elections made by other bwin.party Shareholders,
to vary the proportions in which they receive New GVC Shares and cash under the Offer;
"New GVC Shares" the new GVC Shares proposed to be issued (i) to bwin.party Shareholders in connection with the Offer, (ii) to placees pursuant to the GVC Placing and (iii) to the
Subscriber pursuant to the Subscription;
"Offer" the proposed acquisition by GVC of the entire issued and to be issued ordinary share capital of bwin.party to be effected by means of the Scheme (or if GVC so elects,
with the consent of the bwin.party Board in accordance the GVC Co-operation Agreement, by means of a Takeover Offer) on the terms and subject to the Conditions set out in
this announcement and, where the context admits, any subsequent revision, variation, extension or renewal thereof;
"Offer Period" the period commencing on the date of this announcement and ending on the date on which the "offer period" (as defined in the City Code) in respect of the Offer ends;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the City Code;
"Overseas Shareholders" bwin.party Shareholders (or nominees of, or custodians or trustees for, bwin.party Shareholders) not resident in, or nationals or citizens of, the United Kingdom or
Gibraltar;
"Panel" the Panel on Takeovers and Mergers;
"Placee" a person procured by Cenkos to subscribe for Placing Shares pursuant to the Placing Agreement;
"Placing Agreement" the agreement entered into between GVC and Cenkos on 4 September 2015 in relation to the GVC Placing;
"Placing Letter" the letters to be delivered or sent to Placees by Cenkos or its respective agents in connection with the GVC Placing;
"Registrar of Companies" the Registrar of Companies in Gibraltar;
"Regulatory Information Service" any of the services set out in Appendix III to the UK Listing Rules;
"Restricted Jurisdiction" any jurisdiction where the extension or availability of the Offer would breach any applicable law;
"Restricted Overseas Shareholder" a holder of Scheme Shares whose registered address is in any Restricted Jurisdiction or who is resident in any Restricted Jurisdiction and who has not, prior to the
Election Return Time been able to satisfy bwin.party and GVC in their absolute discretion, that the making of an election by that holder is exempt from or not subject to
the registration or other legal or regulatory requirements of the relevant Restricted Jurisdiction;
"Revised 888 Proposal" has the meaning given to it in paragraph 8 of this announcement;
"Scheme" the proposed scheme of arrangement under Part VIII of the Gibraltar Companies Act between bwin.party and the Scheme Shareholders in connection with the Offer, with or
subject to any modification, addition or condition approved or imposed by the Court and agreed by bwin.party and GVC;
"Scheme Court Order" the order of the Court sanctioning the Scheme under Part VIII of the Gibraltar Companies Act;
"Scheme Document" the document to be sent to bwin.party Shareholders, containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;
"Scheme Record Time" the record date and time for the Scheme, specified in the Scheme Document;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" ordinary shares in the capital of bwin.party that are subject to the Scheme, as defined in the Scheme Document;
"Scheme Voting Record Time" the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. (London
time) on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. (London time) on the day which is two days before the date of
such adjourned Court Meeting;
"SEC" the US Securities and Exchange Commission;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in
section 548 of the Companies Act) of such undertaking;
"Sportingbet" Sportingbet plc;
"Subscribers" any US-resident investor who subscribes for Subscription Shares pursuant to a Subscription Letter;
"Subscription" the proposed subscription of the Subscription Shares by the Subscribers pursuant to the Subscription Letters, to be made outside of the Placing and pursuant to Regulation
D of the US Securities Act, details of which are set out in paragraph 14;
"Subscription Letter" the letter to be delivered or sent to the Subscriber by GVC in connection with the Subscription;
"Subscription Shares" the New GVC Shares proposed to be issued pursuant to the Subscription;
"Takeover Offer" a takeover offer subject to the terms set out in paragraph 6 of Part B of Appendix I to this announcement;
"Third Party" each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body,
court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;
"UK Listing Rules" the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the
UKLA's publication of the same name;
"UKLA" the UK Listing Authority, being the Financial Conduct Authority;
"UKLA Official List" the Official List maintained by the UKLA;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof;
"US bwin.party Shareholders" bwin.party Shareholders (or nominees of, or custodians or trustees for bwin.party Shareholders) resident in the US;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
"US Securities Act" the US Securities Act 1933, as amended, and the rules and regulations promulgated thereunder;
"Wider bwin.party Group" bwin.party and associated undertakings and any other body corporate, partnership, joint venture or person in which bwin.party and such undertakings (aggregating their
interests) have a Significant Interest;
"Wider GVC Group" GVC and its associated undertakings and any other body corporate, partnership, joint venture or person in which GVC and all such undertakings (aggregating their
interests) have a Significant Interest; and
"William Hill" William Hill plc.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the UK's
Companies Act 2006.
All references to "pounds", "pounds Sterling", "Sterling", "£","GB£" "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "Euros" and "E" are to Euros.
All the times referred to in this announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
This information is provided by RNS
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