Betinternet.Com Plc, Whose Names Appear on Page 4, Accept Responsibility for the Information Contained in This Document
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Job: 9272F--- betinternet Date: 27-04-00 Area: A1 Operator: CD Typesetter ID:DESIGN: ID Number:5649 TCP No.7 Time: 15:42 Rev: 8 Gal: 0001 THIS DOCUMENT IS IMPORTANT. If you are in any doubt about the contents of this document you should consult a person authorised under the Financial Services Act 1986 (or, in the Isle of Man, under the Investment Business Acts 1991 to 1993) who specialises in advising on the acquisition of shares and other securities. A copy of this document, which comprises a prospectus, has been drawn up in accordance with the UK Public Offers of Securities Regulations 1995 (“POS Regulations”) and the AIM Rules and has been delivered to the Registrar of Companies in England and Wales for registration in accordance with Regulation 4(2) of the POS Regulations. A copy of this document, which has also been drawn up in accordance with the Companies Acts 1931 to 1993 of the Isle of Man, having attached thereto the consent referred to in paragraph 11.7 of Part IV of this document and copies of the material contracts referred to in paragraph 7 of Part IV of this document, has, in addition, been delivered to the Registrar of Companies in the Isle of Man for registration in accordance with Section 38 of the Companies Act 1931. The Directors of betinternet.com plc, whose names appear on page 4, accept responsibility for the information contained in this document. To the best of the knowledge of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and makes no omission likely to affect the import of such information. Persons receiving this document should note that English Trust Company Limited, which is regulated by The Securities and Futures Authority Limited, is acting for the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to customers of English Trust Company Limited or providing advice in connection with the Placing. In particular, the information contained in this document has been prepared solely for the purposes of the Placing and the Admission and is intended only to be relied upon by prospective placees subscribing for Ordinary Shares in the Placing and is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. betinternet.com plc (Incorporated in the Isle of Man under the Companies Acts 1931 to 1993 – Registered No.89278C) Placing by English Trust Company Limited of 6,666,667 Ordinary Shares of 1p each at a price of 45p per share and Admission to the Alternative Investment Market Nominated Adviser English Trust Company Limited Nominated Broker Capital International Limited Share capital following the Placing Authorised Number in Ordinary Shares of 1p each Issued and fully paid Number £1,200,000 120,000,000 £781,840.47 78,184,047 The Ordinary Shares being issued pursuant to the Placing will rank pari passu in all respects with the existing issued Ordinary Shares of the Company and will rank in full for all dividends or other distributions hereafter declared, made or paid on the ordinary share capital of the Company. An investment in the Company involves a degree of risk and, in particular, attention is drawn to the risk factors set out on pages 13 to 15 of Part I of this document. Application has been made for the whole of the ordinary share capital of betinternet.com plc in issue and to be issued pursuant to the Placing to be admitted to trading on AIM. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk than that associated with established companies tends to be attached. A prospective investor should be aware of the potential risks in investing in such companies and should make the decision to invest only after careful consideration and consultation with his or her own independent financial adviser. The AIM Rules are less demanding than those of the Official List. It is emphasised that no application is being made for admission of these securities to the Official List. Further, the London Stock Exchange has not itself approved the contents of this document. English Trust Company Limited of 12a Charterhouse Square, London EC1M 6NA is the Company’s Nominated Adviser for the purpose of the AIM Rules. Its responsibilities as the Company’s Nominated Adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his decision to acquire betinternet.com plc shares in reliance on any part of this document. Neither English Trust Company Limited nor Capital International Limited is making any representation or warranty, express or implied, as to the contents of this document. Job: 9272F--- Date: 18-04-00 Area: A1 Operator: TC Typesetter ID:DESIGN: ID Number:5650 TCP No.7 Time: 20:12 Rev: 1 Gal: 0002 CONTENTS Page Definitions 3 Directors, Secretary and Advisers 4 Key Information 5 Placing Statistics 6 Expected Timetable 6 Part I Information on the Business 7 1. Introduction 7 2. Background 7 3. Betting Office Licence 7 4. The Technical Infrastructure 8 5. The Market 9 6. Company Strategy 9 7. Reasons for the Placing and Use of Funds 10 8. Financial Record 10 9. Current Trading and Prospects 10 10. Directors, Senior Management and Key Personnel 10 11. The Isle of Man 12 12. Corporate Governance 12 13. Dividend Policy 13 14. The Private Placing 13 15. The Placing and Undertakings by Principal Shareholders 13 16. Risk Factors 13 Part II Accountants’ Report on the Company 16 Part III Pro Forma Statement of Net Assets 26 Part IV Additional Information 27 2 Job: 9272F--- Date: 18-04-00 Area: A1 Operator: TC Typesetter ID:DESIGN: ID Number:5651 TCP No.7 Time: 23:06 Rev: 2 Gal: 0003 DEFINITIONS The following definitions and terms apply throughout this document unless the context otherwise requires: “Admission” the admission of the entire ordinary share capital of the Company issued and to be issued pursuant to the Placing to trading on AIM “AIM” the Alternative Investment Market of the London Stock Exchange “AIM Rules” the rules of the London Stock Exchange governing the admission to and the operation of AIM “Betting Office Licence” a betting office licence issued by the Gaming Control Commissioners pursuant to the Gaming, Betting and Lotteries Act 1988 “betinternet.com” or the betinternet.com plc “Company” “Capital International” Capital International Limited, the Company’s Nominated Broker, a Member of the London Stock Exchange and licensed to conduct investment business by the Isle of Man Government Financial Supervision Commission “Directors” or “Board” the board of directors of the Company whose names appear on page 4 “English Trust” English Trust Company Limited, the Company’s Nominated Adviser “Group” the Company and its subsidiary, Technical Facilities & Services Limited “Internet” a global data and communications network comprising interconnected networks using dedicated protocols “IT” information technology “London Stock Exchange” London Stock Exchange Limited “Ordinary Shares” ordinary shares of 1p each in the capital of the Company “Placing” the arrangements for the procurement of subscribers for the Placing Shares by English Trust and Capital International on behalf of the Company pursuant, inter alia, to the Placing Agreement “Placing Agreement” the agreement dated 28 April 2000 between the Company, English Trust, the Directors and Capital International, details of which are set out in paragraph 7(e) of Part IV of this document “Placing Price” 45p per Ordinary Share “Placing Shares” 6,666,667 new Ordinary Shares which are the subject of the Placing All references in this document to legislation are to Isle of Man legislation, unless otherwise stated or the context otherwise requires. 3 Job: 9272F--- Date: 25-04-00 Area: A1 Operator: CD Typesetter ID:DESIGN: ID Number:5652 TCP No.7 Time: 18:15 Rev: 2 Gal: 0004 DIRECTORS, SECRETARY AND ADVISERS Directors Vincent Edward Caldwell (Chairman and Managing Director) William David Mummery (Technical Director) Harley Corkill (Non-Executive Director) all of: Burleigh Manor Peel Road Douglas Isle of Man IM1 5EP Company Secretary and Registered Office David Peter Craine Burleigh Manor Peel Road Douglas Isle of Man IM1 5EP Nominated Adviser Nominated Broker English Trust Company Limited Capital International Limited 12a Charterhouse Square No.1 The Parade London EC1M 6NA Castletown Isle of Man IM9 1LG Solicitors to the Company Solicitors to the Issue Binchys Osborne Clarke 40 Lower Baggot Street Hillgate House Dublin 2 26 Old Bailey Ireland London EC4M 7HW Advocates to the Company Reporting Accountants Laurence Keenan Advocates Deloitte & Touche Victoria Chambers Chartered Accountants 47 Victoria Street Grosvenor House Douglas P. O. Box 250 Isle of Man IM1 2LD 66/67 Athol Street Douglas Isle of Man IM99 1XJ Principal Bankers Registrars Isle of Man Bank Northern Registrars Limited Athol Street Woodsome Park Douglas Fenay Bridge Isle of Man IM99 1AN Huddersfield HD8 0LA 4 Job: 9272F--- Date: 26-04-00 Area: A1 Operator: XX Typesetter ID:DESIGN: ID Number:5653 TCP No.7 Time: 14:33 Rev: 3 Gal: 0005 KEY INFORMATION The following information should be read in conjunction with the full text of this document, from which it is derived. You should read the whole of this document and not just rely on the key information set out below. In particular, your attention is drawn to the risk factors set out on pages 13 to 15 of Part I of this document.