TIDM888 TIDMBPTY
RNS Number : 5171X
888 Holdings plc
28 August 2015
28 August 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW 888 SHARES EXCEPT ON THE
BASIS OF INFORMATION IN THE PROSPECTUS AND THE SCHEME DOCUMENT
WHICH ARE BEING PUBLISHED TODAY.
28 August 2015
For immediate release
Recommended offer
for bwin.party digital entertainment plc ("bwin.party")
by 888 Acquisitions Limited ("888 Acquisitions")
a subsidiary of 888 Holdings plc ("888")
Publication of Scheme Document, Prospectus and Circular
On 17 July 2015 the boards of 888 and bwin.party announced the
recommended offer for bwin.party by 888 Acquisitions (the "Offer").
The Offer is to be implemented by means of a scheme of arrangement
under Part VIII of the Gibraltar Companies Act 2014 (the
"Scheme").
The boards of 888 and bwin.party are pleased to announce that
the circular in relation to the Scheme (the "Scheme Document"), the
class 1 circular in relation to the Offer (the "888 Circular") and
a prospectus (the "Prospectus") in relation to the new ordinary
shares in the capital of 888 to be allotted and issued to the
shareholders of bwin.party pursuant to the Offer (the "New 888
Shares"), each dated 28 August 2015, have been published today.
888 Shareholders will shortly receive (in hardcopy or, those who
have elected for notification by electronic communication, in
electronic form), amongst other documents, a copy of the 888
Circular and the Prospectus. As set out in the 888 Circular, the
888 General Meeting will be held on 29 September 2015 at 5 p.m.
(Gibraltar time) at 888's offices at Suite 601/701 Europort,
Europort Avenue, Gibraltar to allow 888 Shareholders to vote on the
resolutions required to approve and implement the Offer and related
matters. 888 Shareholders should carefully read the 888 Circular in
its entirety before making a decision.
bwin.party Shareholders will shortly receive (in hardcopy or,
those who have elected for notification by electronic
communication, in electronic form) the Scheme Document and the
Prospectus together with other documents relating to the Offer. The
Scheme Document sets out, amongst other things, the full terms and
conditions of the Scheme, an explanatory statement in compliance
with Part VIII of the Gibraltar Companies Act 2014, notices of the
required meetings of bwin.party Shareholders, an indicative
timetable of principal events and details of the action to be taken
by bwin.party Shareholders. As set out in the Scheme Document, in
order to become effective, the Scheme will require, amongst other
things, the approval of bwin.party Shareholders at the bwin.party
Court Meeting (by a majority in number of the bwin.party
Shareholders present and voting (in person or by proxy) at the
bwin.party Court Meeting, representing not less than 75 per cent.
in value of the Scheme Shares voted by such bwin.party
Shareholders) and the passing of a special resolution at a general
meeting of bwin.party Shareholders (the "bwin.party General
Meeting"). As set out in the Scheme Document, the bwin.party Court
Meeting and the bwin.party General Meeting will each be held at The
Caleta Hotel, Catalan Bay, Gibraltar on 29 September 2015 to allow
bwin.party Shareholders to vote on the resolutions required to
approve and implement the Scheme and the Offer. The bwin.party
Court Meeting will start at 11 a.m. (Gibraltar time) and the
bwin.party General Meeting at 11.10 a.m. (Gibraltar time), or as
soon thereafter as the bwin.party Court Meeting has concluded or
been adjourned.
In addition to the passing of the required resolutions at the
888 General Meeting, the bwin.party General Meeting and the
bwin.party Court Meeting, completion of the Offer is conditional
upon, amongst other things, the satisfaction of certain anti-trust
and regulatory conditions, receipt of a decision from the UKLA to
admit the New 888 Shares to the UKLA Official List with a premium
listing and a decision from the London Stock Exchange to admit the
New 888 Shares to trading on the main market of the London Stock
Exchange and the sanction of the Scheme by the Court as further set
out in the Scheme Document.
The expected timetable and schedule of principal events is as
follows:
Publication of the 888 Circular, the Prospectus and the Scheme 28 August 2015
Document
Latest time and date for receipt of blue Forms of Direction for 4.00 p.m. on 24 September 2015
the 888 General Meeting
Latest time and date for receipt of white Forms of Proxy for the 4.00 p.m. on 25 September 2015
888 General Meeting
Latest time and date for receipt of white Forms of Direction (from 1.00 p.m. on 24 September 2015
holders of bwin.party depositary
interests) for the Court Meeting
Latest time and date for receipt of blue Forms of Direction (from 1.00 p.m. on 24 September 2015
holders of bwin.party depositary
interests) for the bwin.party General Meeting
Latest time and date for receipt of white Forms of Proxy (from 1.00 p.m. on 25 September 2015
bwin.party shareholders) for
the Court Meeting
Latest time and date for receipt of blue Forms of Proxy (from 1.00 p.m. on 25 September 2015
bwin.party shareholders) for
the bwin.party General Meeting
Record time for voting at the 888 General Meeting 6.00 p.m. on 27 September 2015
Record time for voting at the bwin.party Court Meeting and the 6.00 p.m. on 27 September 2015
bwin.party General Meeting
bwin.party Court Meeting 11.00 a.m. (Gibraltar time) on 29 September 2015
bwin.party General Meeting 11.10 a.m. (Gibraltar time) on 29 September 2015
888 General Meeting 5.00 p.m. (Gibraltar time) on 29 September 2015
Scheme sanction hearing to sanction the bwin.party Scheme 11 January 2016
Last time and day of dealings in, and for registration of 5.00 p.m. on 12 January 2016
transfers, and disablement in CREST
of bwin.party depositary interests
Scheme Record Time 6.00 p.m. on 13 January 2016
Effective Date of the Scheme 14 January 2016
Delisting of bwin.party Shares on or around 8.00 a.m. on 15 January 2016
Issue of New 888 Shares on or around 8.00 a.m. on 15 January 2016
Admission and commencement of dealings in New 888 Shares on the on or around 8.00 a.m. on 15 January 2016
main market of the London
Stock Exchange
CREST accounts credited with 888 depository interests on or around 8.00 a.m. on 15 January 2016
Settlement of cash consideration due to the Scheme Shareholders by no later than 28 January 2016
(as defined in the Scheme)
Despatch of definitive share certificates, where applicable by 28 January 2016
Payments in respect of fractional entitlements, where applicable by no later than 28 January 2016
Long Stop Date (being the latest date by which the Scheme may 11 February 2016
become effective in accordance
with its terms)
All times stated above are London times unless stated otherwise.
These times and dates are indicative only and are based on 888's
and bwin.party's current expectations and may be subject to change
(including as a result of changes to the regulatory timetable). If
any of the expected times and/or dates above change, 888 and/or
bwin.party will give notice of the change by issuing an
announcement through a Regulatory Information Service.
Copies of the Prospectus, the 888 Circular and the Scheme
Document will shortly be available for inspection on 888's website
at www.888holdingsplc.com, or can be inspected at the offices of
Allen & Overy LLP at One Bishops Square, London E1 6AD, United
Kingdom and at 888's Registered Office at Suite 601/701 Europort,
Europort Avenue, Gibraltar, up to and including the Effective Date.
The Scheme Document will also shortly be available for inspection
on bwin.party's website at www.bwinparty.com up to and including
the Effective Date, or can be inspected at the offices of
bwin.party digital entertainment plc, 711 Europort, Gibraltar. A
copy of each of the Prospectus, the 888 Circular and the Scheme
Document will also be submitted to the National Storage Mechanism,
where they will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM.
Defined terms not otherwise defined in this announcement shall
have the meaning given to them in the Prospectus.
Enquiries:
888 Holdings plc +35 0200 49800
Brian Mattingley, Executive Chairman
Aviad Kobrine, Chief Financial Officer
Investec Bank plc (Joint Financial Adviser, Sponsor and Broker to 888 and 888 Acquisitions) +44 (0) 20 7597 5970
Garry Levin
Duncan Williamson
Stifel, Nicolaus & Company, Incorporated (Joint Financial Adviser to 888 and 888 Acquisitions) +1 (212) 847 6680
John Orem
Derek Herbert
Hudson Sandler (Public Relations Adviser to 888) +44 (0) 20 7796 4133
Andrew Hayes
Alex Brennan
bwin.party digital entertainment plc +44 (0) 207 337 0177
Philip Yea, Chairman
Peter Reynolds
Deutsche Bank (Financial Adviser and Joint Broker to bwin.party) +44 (0) 20 7545 8000
James Arculus
James Maizels
Charles Wilkinson (Corporate Broker)
(MORE TO FOLLOW) Dow Jones Newswires
August 28, 2015 11:18 ET (15:18 GMT)
Numis Securities (Joint Broker to bwin.party) +44 (0) 20 7260 1000
Michael Meade
Rupert Krefting
FTI Consulting (Public Relations Adviser to bwin.party) +44 (0) 20 3727 1067
Ed Bridges
Alex Le May
Important Notices
Investec Bank plc is authorised by the Prudential Regulation
Authority and regulated by the Prudential Regulation Authority and
the Financial Conduct Authority (the "FCA") in the United Kingdom,
and is acting as sponsor, joint financial adviser and broker to 888
and 888 Acquisitions and no one else in connection with the Offer
and will not be responsible to anyone other than 888 and 888
Acquisitions for providing the protections afforded to its clients
or for providing advice in connection with the Offer, the contents
of this announcement or any matter referred to in this
announcement.
Stifel, Nicolaus & Company, Incorporated is acting
exclusively for 888 Acquisitions and 888 and no one else in
connection with the Offer, and will not be responsible to anyone
other than 888 Acquisitions or 888 for providing the protections
afforded to clients of Stifel nor for providing advice in relation
to or in connection with the matters referred to in 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 document 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 for no one else in connection with
the subject matter of this document and will not be responsible to
anyone other than bwin.party for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this document.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Offer or otherwise nor will there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by means of the Scheme Document
which will contain the full terms and conditions of the Offer
including details of how bwin.party Shareholders may vote in
respect of the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws and regulations of
jurisdictions outside the UK.
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, who are subject to the
laws of other jurisdictions, should inform themselves of, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
requirements by any person.
The Offer relates to the acquisition of shares of a Gibraltar
company and is proposed to be effected by means of a scheme of
arrangement under the laws of Gibraltar. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Exchange Act of
1934 (as amended). Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable in
Gibraltar to schemes of arrangement, which differ from US
disclosure requirements and the requirements of US proxy
solicitation or tender offer rules.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any jurisdiction where the extension or
availability of the Offer would breach any applicable law (a
"Restricted Jurisdiction"), and no person may vote in respect of
the Offer by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction.
Accordingly, copies of this document and all documents relating
to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this document (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction. Any person (including,
without limitation, any agent, nominee, custodian or trustee) who
has a contractual or legal obligation, or may otherwise intend, to
forward this document and/or any other related document to a
jurisdiction outside the United Kingdom or Gibraltar should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
The availability of the New 888 Shares to bwin.party
Shareholders who are not resident in the UK may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable requirements.
The New 888 Shares may not be offered, sold or delivered,
directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any Overseas
Shareholders except, in each case, pursuant to an applicable
exemption from, or in a transaction not subject to, applicable
securities laws of those jurisdictions.
This announcement is not an offer for sale of, or solicitation
of an offer to buy, securities in the United States and the New 888
Shares, which will be issued in connection with the Offer, have not
been, and will not be, registered under the US Securities Act of
1933 (as amended) (the "US Securities Act") or under the securities
law of any state, district or other jurisdiction of the United
States or any other Restricted Jurisdiction.
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.
It is expected that the securities referred to in this
announcement will be issued as part of the Offer in reliance upon
the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) of that Act. Such
securities may not be offered, sold, re-offered, resold or
delivered, directly or indirectly, in or into the United States or
any state, district or other jurisdiction of the United States,
except pursuant to exemptions from the applicable registration
requirements of such jurisdictions.
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 to 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") must make an
Opening Position Disclosure following the commencement of the
"offer period" which began upon the release of the Rule 2.7
Announcement.
(MORE TO FOLLOW) Dow Jones Newswires
August 28, 2015 11:18 ET (15:18 GMT)
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