Bwin.Party Scheme Document
Total Page:16
File Type:pdf, Size:1020Kb
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT RELATES TO A PROPOSED ACQUISITION WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF BWIN.PARTY’S SHARES ON THE OFFICIAL LIST AND OF TRADING OF BWIN.PARTY’S SHARES ON THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES. PART II OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 297 OF THE GIBRALTAR COMPANIES ACT 2014. If you are in any doubt as to the action you should take, you are recommended to consult and seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser who, if you are taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000, as amended, or, if you are in a territory outside the United Kingdom, is an appropriately authorised independent financial adviser. If you sell, have sold or otherwise transferred all of your bwin.party Shares (or any interests therein), please send this document and the accompanying documents (other than documents or forms personalised to you) as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward delivery to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of bwin.party Shares (or any interests therein) please consult the bank, stockbroker or other agent through whom the sale or transfer was effected. Applications have been made by GVC to the FCA for the Existing GVC Shares and the New GVC Shares to be issued pursuant to the Offer to be admitted to the standard listing segment of the Official List and to the London Stock Exchange for the Existing GVC Shares and the New GVC Shares to be admitted to trading on the Main Market. It is expected that Admission will occur and that dealings in the Existing GVC Shares and the New GVC Shares will commence on or shortly after the Effective Date. Completion of the Offer is conditional, inter alia, on Approval of Admission being obtained by no later than the Long Stop Date (or such later time and date as GVC and bwin.party may agree). Neither the Existing GVC Shares nor the New GVC Shares are being made generally available to the public in conjunction with the Offer. No application has been made for the Existing GVC Shares and the New GVC Shares to be admitted to listing or dealt with on any other exchange. RECOMMENDED OFFER for BWIN.PARTY DIGITAL ENTERTAINMENT PLC by GVC HOLDINGS PLC to be effected by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014 You should carefully read the whole of this document and the GVC Prospectus, together with the forms accompanying this document. If you are a bwin.party Shareholder that is not resident, located or with a registered address in a Restricted Jurisdiction and that has not previously elected or been deemed to consent to receive documents and information from bwin.party by means of bwin.party’s website, a hard copy of the GVC Prospectus will have been sent to you along with this document. If you have not received a hard copy of the GVC Prospectus, a copy will be made available, subject to certain restrictions relating to persons resident, located or with a registered address 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 on 16 November 2015. For the avoidance of doubt, the contents of those websites are not incorporated in and do not form part of this document. Alternatively, if you wish to obtain a hard copy of the GVC Prospectus (and are not resident, located or with a registered address in a Restricted Jurisdiction) please contact the Shareholder Helpline on the telephone number set out below. Your attention is drawn, in particular, to the letter from the Chairman of bwin.party in Part I of this document, which contains the unanimous recommendation of the bwin.party Directors that you vote in favour of the Scheme at the Court Meeting and the Special Resolution at the General Meeting. A letter from Deutsche Bank explaining the Offer appears in Part II of this document. Notices of the Court Meeting and the General Meeting, which will both be held at The Sunborn Hotel, Ocean Village, Gibraltar GX11 1AA on 15 December 2015, are set out at Parts IX and X of this document, respectively. The Court Meeting will start at 9.00 a.m. (Gibraltar time) and the General Meeting at 9.15 a.m. (Gibraltar time) (or as soon thereafter as the Court Meeting shall have concluded or been adjourned). Registered holders of bwin.party Shares (bwin.party Shareholders) wishing to appoint a proxy on their behalf should complete the enclosed white Form of Proxy for use at the Court Meeting and a blue Form of Proxy for use at the General Meeting. Whether or not you intend to attend the Meetings in person, please complete and sign both the enclosed Forms of Proxy in accordance with the instructions printed thereon and return them to the Company’s registrars, Capita at Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and, in any event, so as to be received by 1.00 p.m. (London time) on 11 December 2015 for both the Court Meeting and the General Meeting or, if the Meetings are adjourned, not less than 48 hours prior to the time and date set for the adjourned Meetings. If the white Form of Proxy for use at the Court Meeting is not returned by the above time, it may be handed to a representative of Capita at the venue of the Court Meeting or the Chairman of the Court Meeting before the start of the Court Meeting. However, in the case of the General Meeting, unless the blue Form of Proxy is returned by the time mentioned above, it will be invalid. The completion and return of a Form of Proxy will not prevent bwin.party Shareholders from attending and voting in person at either the Court Meeting or the General Meeting, or any adjournment thereof, if you so wish and are so entitled. Holders of bwin.party Depositary Interests (held in uncertificated form in CREST) in respect of bwin.party Shares (bwin.party DI Holders) wishing to instruct the bwin.party Depositary to vote the bwin.party Shares underlying such bwin.party Depositary Interests on their behalf should complete the enclosed white Form of Direction for the Court Meeting and the blue Form of Direction for the General Meeting in accordance with the instructions printed thereon and return them to the Company’s registrars, Capita at Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible and, in any event, so as to be received by 1.00 p.m. (London time) on 10 December 2015 for both the Court Meeting and the General Meeting or, if the Meetings are adjourned, not less than 72 hours prior to the time and date set for the adjourned Meetings. Alternatively, bwin.party DI Holders wishing to instruct the bwin.party Depositary to vote the bwin.party Shares underlying their bwin.party Depositary Interests on their behalf may do so electronically through CREST by following the instructions on page 15 of this document. The bwin.party Depositary will also permit bwin.party DI Holders to attend and vote at the Court Meeting and the General Meeting, by appointing such bwin.party DI Holders as its corporate representative in relation to the underlying bwin.party Shares. To do so such bwin.party DI Holder should request a Letter of Representation from the bwin.party Depositary (in accordance with the instructions set out in the Form of Direction). Shareholder Helpline If you have any questions relating to this document or the completion and return of the Forms of Proxy or the Forms of Direction (as applicable) and the Form of Election, please contact Capita on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline will be open between 9.00 a.m. – 5.30 p.m. (London times), Monday to Friday excluding public holidays in England and Wales. Please note that Capita cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. 2 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 Offer and Admission, 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 document. Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and corporate broker to GVC and no-one else in connection with the Offer and Admission, and will not be responsible to anyone other than GVC for providing the protections afforded to its clients or for providing advice in connection with the Offer and Admission or any other matters referred to herein.