TIDMNPT
RNS Number : 8879A
Netplay TV PLC
29 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
29 MARCH 2017
RECOMMED CASH OFFER
for
NETPLAY TV PLC
by
BETSSON AB (publ)
COURT SANCTION OF THE SCHEME OF ARRANGEMENT
On 2 February 2017, the boards of directors of NetPlay TV plc
("NetPlay") and Betsson AB (publ) ("Betsson") announced that they
had agreed the terms of a recommended cash offer pursuant to which
the entire issued and to be issued share capital of NetPlay would
be acquired by Betsson, to be implemented by way of a Court
sanctioned scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme"). A scheme document sent or otherwise made
available to shareholders of NetPlay (the "Scheme Document"),
containing further information on the Scheme, was published on 1
March 2017. The Scheme and its implementation was approved by the
shareholders of NetPlay on 23 March 2017.
The boards of directors of NetPlay and Betsson are pleased to
announce that the Court has today made an order to sanction the
Scheme.
Accordingly, the last day of dealings in, and registration of
transfers of, Ordinary Shares on AIM will be tomorrow, 30 March
2017, and trading in the Ordinary Shares on AIM will be suspended
with effect from 7.30 a.m. on 31 March 2017.
The Scheme will become Effective on delivery of the Court Order
to the Registrar of Companies, which is expected to take place on
31 March 2017, whereupon the entire issued ordinary share capital
of NetPlay will be owned by Betsson and a further announcement will
be made at that time.
NetPlay has applied to the London Stock Exchange for the
cancellation of admission to trading of the Ordinary Shares on AIM,
which is expected to take effect at 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.
Issue of Equity
NetPlay further announces that it has issued 14,795,601 ordinary
shares of 1 1/14 pence each in NetPlay ("Ordinary Shares") pursuant
to the exercise of options.
An application has been made for the above new Ordinary Shares
to be admitted to trading on AIM which is expected to occur at 8.00
am on 30 March 2017 ("Admission").
Following Admission, NetPlay's issued share capital and total
voting rights comprises 293,523,785 Ordinary Shares. No shares were
held in treasury at the date of this announcement. The total
current voting rights in NetPlay is therefore 293,523,785.
The above figure (293,523,785 Ordinary Shares) is the figure
which may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in,
NetPlay. The International Securities Identification Number (ISIN)
of the Ordinary Shares is GB00BZBXBN29.
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
MSCDMGZFLLVGNZG
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