888 Holdings pushes on with its bwin.party acquisition schedule

Whilst the victor in the 888-GVC bidding war for Bwin-Party has still to be decided, 888 Holdings pushed ahead with its plans Friday, issuing a stock exchange statement outlining its schedule in the event of a successful outcome, although the header incorporates a caution that investors should not make any decision in relation to the new 888 shares except on the basis of information in a prospectus and scheme document.

Headed “Recommended offer for bwin.party digital entertainment plc by 888 Acquisitions Limited, a subsidiary of 888 Holdings plc Publication of Scheme Document, Prospectus and Circular” the statement confirms that on 17 July 2015 the boards of 888 and bwin.party announced the recommended offer for bwin.party by 888 Acquisitions, to be implemented by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014 (The Scheme).

It goes on to advise that the boards of 888 and bwin.party announce that the circular in relation to the Scheme, the class 1 circular in relation to the 888 offer, and a prospectus in relation to the new ordinary shares in the capital of 888 to be allotted and issued to the shareholders of bwin.party was published Friday.

888 shareholders will shortly receive a copy of the 888 Circular and the Prospectus, on which the 888 General Meeting will be held on 29 September 2015 at 5 p.m. (Gibraltar time) at 888’s offices to allow 888 shareholders to vote on the resolutions required to approve and implement the offer and related matters.

The statement advises further that Bwin-Party shareholders will also receive documents relating to the offer, giving them information on 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; and 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 representing not less than 75 percent in value of the Scheme Shares voted,” the statement advises.

“The bwin.party Court Meeting and the bwin.party General Meeting will each be held at The Caleta Hotel, Catalan Bay, Gibraltar at 11 am Gibraltar time on 29 September 2015 to allow bwin.party Shareholders to vote on the resolutions required to approve and implement the Scheme and the Offer.”

In addition to shareholder approval, the statement notes that a deal is conditional on 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 statement ends with a detailed timetable of events through to February 2016.