TIDMNPT
RNS Number : 3329A
Netplay TV PLC
23 March 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 MARCH 2017
RECOMMED CASH OFFER
for
NETPLAY TV PLC
by
BETSSON AB (publ)
RESULTS OF COURT MEETING AND GENERAL MEETING
The board of directors of NetPlay TV plc ("NetPlay") is pleased
to announce that at the Court Meeting held earlier today, the
requisite majority of NetPlay Shareholders voted to approve the
recommended cash offer for the entire issued and to be issued share
capital of NetPlay by Betsson AB (publ) ("Betsson") to be effected
by way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 ("Scheme"). In addition, the Special
Resolution to implement the Scheme and to amend the articles of
association of NetPlay proposed at the subsequent General Meeting
was also duly passed.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in the scheme
document dated 1 March 2017 sent or otherwise made available to
NetPlay Shareholders (the "Scheme Document"), which document,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, is available on NetPlay's website at
www.netplaytv.com/offer.
Upon the Scheme becoming Effective, Scheme Shareholders will
receive 9 pence in cash for each Scheme Share.
Voting Results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy) on the poll,
representing more than 75 per cent. in value of those Scheme Shares
that voted, voted in favour of the Scheme and, accordingly, the
resolution to approve the Scheme was duly passed. The table below
sets out the results of the poll at the Court Meeting. Each Scheme
Shareholder, present in person or by proxy, was entitled to one
vote for each Scheme Share held at the Scheme Voting Record
Time.
Number Percentage Number of Percentage Percentage
of Scheme of Scheme Scheme Shares of Scheme of issued
Shareholders Shareholders voted Shares share
who voted who voted voted capital
--------- -------------- -------------- --------------- ----------- -----------
For 72 57.60 162,717,189 90.06 58.38
--------- -------------- -------------- --------------- ----------- -----------
Against 53 42.40 17,959,156 9.94 6.44
--------- -------------- -------------- --------------- ----------- -----------
Total 125 100.00 180,676,345 100.00 64.82
--------- -------------- -------------- --------------- ----------- -----------
Voting Results of the General Meeting
At the General Meeting, the Special Resolution set out in the
notice of General Meeting contained in the Scheme Document was duly
passed on a poll. The table below sets out the voting results at
the General Meeting. Each NetPlay Shareholder, present in person or
by proxy, was entitled to one vote for each NetPlay Share held at
the Scheme Voting Record Time.
Number Number Percentage
of NetPlay of Ordinary of Ordinary
Shareholders Shares Shares
who voted voted voted
----------------- -------------- ------------- -------------
For* 72 162,606,989 90.05
----------------- -------------- ------------- -------------
Against 49 17,970,541 9.95
----------------- -------------- ------------- -------------
Vote Withheld** 1 9,333 -
----------------- -------------- ------------- -------------
Total 122 180,586,863 100.00
----------------- -------------- ------------- -------------
* Any proxy appointments which give discretion to the Chairman
have been included in the vote "For" total
** A vote withheld is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for or
against the Special Resolution.
The total number of Ordinary Shares in issue at the Scheme
Voting Record Time was 278,728,184 carrying one vote each. As at
the Scheme Voting Record Time, NetPlay held no Ordinary Shares as
treasury shares. Therefore the total voting rights in NetPlay as at
the Scheme Voting Record Time were 278,728,184.
Next Steps and Expected Timetable
The hearing of the petition to the Court to sanction the Scheme
is expected to take place on 29 March 2017.
Subject to the Court sanctioning the Scheme and the satisfaction
or, if capable of being waived, the waiver of certain other
outstanding Conditions, it is expected that the last day for
dealings in Ordinary Shares on AIM will be 30 March 2017, that
dealings in the Ordinary Shares will be suspended with effect from
7.30 a.m. on 31 March 2017 and that the Scheme will become
effective on 31 March 2017. If the Scheme becomes Effective on 31
March 2017, it is expected that admission to trading of Ordinary
Shares on AIM will be cancelled with effect from 7.00 a.m. on 3
April 2017.
Following the Effective Date, share certificates in respect of
Ordinary Shares will cease to be valid and entitlements to Ordinary
Shares held within the CREST system will be cancelled.
Unless otherwise stated, all references to time in this
Announcement are to London time. The dates in this Announcement are
indicative only. These dates depend on, amongst other things, the
date upon which the Court sanctions the Scheme, the date on which
the Court Order is delivered to the Registrar of Companies and
whether the Conditions are satisfied or, if capable of waiver,
waived. NetPlay will give notice of all of these dates, when known,
by issuing an announcement(s) through a Regulatory Information
Service and via its website (www.netplaytv.com/offer).
Enquiries:
NetPlay TV plc via Redleaf
Bjarke Larsen Communications
Akshay Kumar +44 207
382 4730
Strand Hanson (Joint Financial Adviser
and Rule 3 Adviser to NetPlay)
Stuart Faulkner
Matthew Chandler +44 207 409
Ritchie Balmer 3494
Shore Capital (Joint Financial Adviser,
Nominated Adviser and Broker to
NetPlay)
Stephane Auton +44 207 408
Edward Mansfield 4090
Oakvale (Joint Financial Adviser
and Strategic Adviser to NetPlay)
Daniel Burns +44 207 580
Sandford Loudon 3838
Definitions
Save where otherwise defined herein or where the context
otherwise requires, terms defined in the Scheme Document bear the
same meanings when used in this announcement (the
"Announcement").
Disclaimers
Strand Hanson Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
joint financial adviser and Rule 3 adviser to NetPlay and no one
else in connection with the Offer and will not be responsible to
anyone other than NetPlay for providing the protections afforded to
its clients or for providing advice in connection with the Offer,
the contents of this Announcement or any other matter referred to
herein.
Shore Capital and Corporate Limited ("Shore Capital"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting as joint financial adviser, nominated
adviser and broker to NetPlay and no one else in connection with
the Offer. In connection with such matters, Shore Capital, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Offer, the contents of this Announcement or any
other matter referred to herein.
Oakvale Capital LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting as
joint financial adviser and strategic adviser to NetPlay and no one
else in connection with the Offer and will not be responsible to
anyone other than NetPlay for providing the protections afforded to
its clients or for providing advice in connection with the Offer,
the contents of this Announcement or any other matter referred to
herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any 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. The Offer is
being made solely by means of the Scheme Document which contains
the full terms and Conditions of the Offer. Any response to the
Offer should be made only on the basis of information contained in
the Scheme Document. NetPlay Shareholders are advised to read the
formal documentation in relation to the Offer carefully.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules for Companies as
published by the London Stock Exchange and the Takeover Code 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 any jurisdiction
outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and the ability of
NetPlay Shareholders who are not resident in the United Kingdom to
participate in the Offer may be affected by the laws of such
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
NetPlay Shareholders who are not resident in the United Kingdom
will need to inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Betsson or required by the
Takeover Code, 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 Restricted Jurisdiction. Accordingly,
copies of this Announcement 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
Announcement (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 Announcement and/or the Scheme Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
The availability of the Offer to NetPlay Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
The Offer is subject to the applicable requirements of the
Takeover Code, the Panel and the London Stock Exchange.
Publication on websites and availability of hard copies
A copy of this Announcement and the Scheme Document will be
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Betsson's
and NetPlay's websites at www.betssonab.com and
www.netplaytv.com/offer, respectively, by no later than 12 noon
(London time) on the Business Day following the date of this
Announcement. For the avoidance of doubt the contents of those
websites are not incorporated into, and do not form part of, this
Announcement.
NetPlay Shareholders may request a hard copy of this
Announcement and/or the Scheme Document, free of charge and/or any
information incorporated into them by reference to another source,
by contacting Neville Registrars Ltd during business hours on +44
(0) 121 585 1131 or by submitting a request in writing to Neville
Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, West
Midlands B63 3DA. NetPlay Shareholders may also request that all
future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
Information relating to NetPlay Shareholders
Addresses, electronic addresses and certain other information
provided by NetPlay's Shareholders, persons with information rights
and other relevant persons for the receipt of communications from
NetPlay may be provided to Betsson during the Offer Period as
required under Section 4 of Appendix 4 to the Takeover Code.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company 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 and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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