12th Apr 2011 16:31
12 April 2011
bwin.party digital entertainment plc
(the "Company")
Annual Information Update ("AIU") and 2010 Annual Report
1. AIU
In compliance with rule 5.2 of the Prospectus Rules the Company is submitting this AIU for the 12 month period to 12 April 2011.
The following is a list of all the announcements and filings of a regulatory nature made by the Company since the previous AIU.
A. Regulatory Information Service Announcements
Date | Headline |
7 April 2011 | Proposed revision to State Lottery Treaty |
6 April 2011 | Holdings in Company - James Russell DeLeon |
6 April 2011 | Holdings in Company - Prudential plc |
6 April 2011 | Holdings in Company - Ruth Parasol |
5 April 2011 | Holdings in Company - FIL Limited |
5 April 2011 | Holdings in Company - Janus Capital Management |
4 April 2011 | Listing of Shares |
1 April 2011 | PDMR - Martin Weigold |
31 March 2011 | Total Voting Rights |
31 March 2011 | Block Listing |
31 March 2011 | Holdings in Company - Steinberg Asset Management |
31 March 2011 | PDMR - Jim Ryan |
31 March 2011 | Merger completion |
28 March 2011 | Block Listing Six Monthly Return |
23 March 2011 | Merger update Court Sanctions Merger |
23 March 2011 | bwin Q4 and 2010 Financial Year Results |
23 March 2011 | Holdings in Company - Janus Capital |
22 March 2011 | Holdings in Company - Steinberg Asset Management |
16 March 2011 | Holdings in Company - Prudential plc |
15 March 2011 | Merger Update |
11 March 2011 | Holdings in Company - Janus Capital |
11 March 2011 | PDMR - Jim Ryan |
8 March 2011 | Holdings in Company - Janus Capital |
4 March 2011 | PartyGaming Plc Shares Trust Purchase |
3 March 2011 | 2010 Full Year Results |
28 February 2011 | Total Voting Rights |
25 February 2011 | 2010 Full Year Results Notification |
18 February 2011 | Holdings in Company - Steinberg Asset Management |
15 February 2011 | Holdings in Company - Steinberg Asset Management |
8 February 2011 | Holdings in Company - Janus Capital |
8 February 2011 | Holdings in Company - Steinberg Asset Management |
31 January 2011 | Total Voting Rights |
28 January 2011 | EGM Results - Approval of merger with bwin Interactive Entertainment AG |
28 January 2011 | Result of EGM (bwin release) |
11 January 2011 | Holdings in Company - Legal & General |
31 December 2010 | PDMR - Jim Ryan |
31 December 2010 | Total Voting Rights |
23 December 2010 | Proposed merger with bwin; change of name to bwin.party digital entertainment plc; publication of shareholder documents |
23 December 2010 | Details on Merger (bwin release) |
23 December 2010 | Prospectus |
17 December 2010 | Pre-close Trading Update |
16 December 2010 | Notice of Pre-Close Trading Update |
14 December 2010 | Holdings in Company - Janus Capital |
30 November 2010 | Total Voting Rights |
26 November 2010 | Holdings in Company - Janus Capital |
24 November 2010 | Austrian Federal Competition Authority clearance for proposed merger with bwin |
23 November 2010 | Holdings in Company - Janus Capital |
18 November 2010 | bwin Results for the third quarter and the first nine months 2010 |
18 November 2010 | German Federal Cartel Office clearance for proposed merger with bwin |
4 November 2010 | Merger on Track |
29 October 2010 | Total Voting Rights |
22 October 2010 | Third Quarter Key Performance Indicators and Interim Management Statement |
22 October 2010 | bwin preliminary figures for the first nine months of 2010 |
22 October 2010 | Simon Duffy to become new Non-Executive Chairman on completion of merger |
22 October 2010 | Interim Management Statement |
14 October 2010 | Q3 2010 Key Performance Indicators 22 October 2010 |
30 September 2010 | Holdings in Company - Black Rock |
30 September 2010 | PDMR - Jim Ryan |
30 September 2010 | Total Voting Rights |
27 September 2010 | Block Listing Six Monthly Return |
31 August 2010 | Total Voting Rights |
23 August 2010 | Holdings in Company - FIL Limited |
20 August 2010 | Holdings in Company - Credit Suisse AG |
19 August 2010 | bwin Half Year Financial Report 2010 |
16 August 2010 | Holdings in Company - Credit Suisse AG |
13 August 2010 | Holdings in Company - FIL Limited |
6 August 2010 | Half year report for the six months ended 30 June 2010 |
6 August 2010 | PDMR - Jim Ryan |
3 August 2010 | Notice of 2010 Half Year Report - Analyst meeting and webcast details |
30 July 2010 | Total Voting Rights |
29 July 2010 | Proposed Merger of PartyGaming and bwin |
29 July 2010 | Announcement by bwin regarding proposed Merger |
7 July 2010 | Holdings in Company - Janus Capital |
6 July 2010 | Pre-Close Trading Update |
30 June 2010 | Total Voting Rights |
28 June 2010 | French online poker and sports betting licences awarded |
28 June 2010 | Notice of Pre-Close Trading Update |
28 May 2010 | Total Voting Rights |
13 May 2010 | Holdings in Company - FIL Limited |
6 May 2010 | ACF joins PartyGaming French Poker Network |
6 May 2010 | First Quarter Key Performance Indicators and Interim Management Statement |
4 May 2010 | Holdings in Company - FIL Limited |
30 April 2010 | Q1 2010 Key Performance Indicators Notification |
30 April 2010 | Total Voting Rights |
29 April 2010 | 2010 Annual General Meeting Poll Results |
19 April 2010 | AB Groupe to join PartyGaming's French Poker Network |
9 April 2010 | Total Voting Rights |
9 April 2010 | Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons |
8 April 2010 | Holdings in Company - Legal & General Group Plc |
All of the above announcements are available on the Company's website, www.bwinparty.com
B. Documents filed with Companies House Gibraltar
Date | Document |
1 April 2011 | Return of Allotments |
1 April 2011 | Particulars of Directors & Secretaries |
31 March 2011 | Amended Articles of Association |
31 March 2011 | Amended Memorandum of Association |
31 March 2011 | Statement of Increase of Nominal Capital |
31 March 2011 | Notice of Increase of Nominal Capital |
31 March 2011 | Resolution Increase of Share Capital |
31 March 2011 | Special Resolution amended Memorandum & Articles of Association |
31 March 2011 | Special Resolution change of name |
30 March 2011 | Return of Allotments |
25 March 2011 | Cross Border Merger copy of court order |
24 March 2011 | Cross Border Merger Particulars of Transferor |
2 February 2011 | Special Resolution |
25 January 2011 | Return of Allotments |
23 December 2010 | Registration of Prospectus |
23 December 2010 | Cross Border Merger - supporting documentation |
23 December 2010 | Notice of Cross Border Merger |
17 December 2010 | Return of Allotments |
16 November 2010 | Return of Allotments |
16 November 2010 | Return of Allotments |
27 October 2010 | Return of Allotments |
27 October 2010 | Return of Allotments |
27 October 2010 | Return of Allotments |
27 October 2010 | Return of Allotments |
8 October 2010 | Return of Allotments |
8 October 2010 | Return of Allotments |
24 September 2010 | Return of Allotments |
15 September 2010 | Return of Allotments |
15 September 2010 | Return of Allotments |
1 September 2010 | Particulars of Directors & Secretaries |
1 September 2010 | Return of Allotments |
1 September 2010 | Return of Allotments |
16 August 2010 | Return of Allotments |
16 August 2010 | Return of Allotments |
16 August 2010 | Return of Allotments |
4 August 2010 | Return of Allotments |
4 August 2010 | Return of Allotments |
4 August 2010 | Return of Allotments |
28 July 2010 | Return of Allotments |
28 July 2010 | Return of Allotments |
14 July 2010 | Return of Allotments |
4 June 2010 | Annual Return 2010 |
4 June 2010 | Return of Allotments |
4 June 2010 | Return of Allotments |
4 June 2010 | Return of Allotments |
13 May 2010 | Application to file Return of Allotments out of time |
13 May 2010 | Application to file Return of Allotments out of time |
10 May 2010 | Annual filing of accounts |
6 May 2010 | Special Resolution |
6 May 2010 | Special Resolution |
6 May 2010 | Ordinary Resolution |
6 May 2010 | Return of Allotments |
6 May 2010 | Return of Allotments |
6 May 2010 | Return of Allotments |
6 May 2010 | Return of Allotments |
6 May 2010 | Return of Allotments |
The above information is available from Companies House Gibraltar.
C. Documents lodged with the Financial Services Authority
The following is a list of all documents filed with the Financial Services Authority during the 12 month period and available to be viewed via the National Storage Mechanism or at the Company's registered office.
Date | Submission |
4 April 2011 | Additional Listing of Shares |
31 March 2011 | Block Listing Application |
2 March 2011 | Application for Readmission of Securities to the Official List |
23 December 2010
| Prospectus |
23 December 2010 | Shareholder Circular |
D. Disclaimer
Some or all of the information set out above may be out of date. The information in this document is a record only and the Company is not obliged to update it.
2. 2010 Annual Report
Following the release on 3 March 2011 of the Company's annual results announcement for the year ended 31 December 2010, its annual report and accounts for the year ended 31 December 2010 (the "Annual Report"), will be made available shortly, together with a document describing the combined bwin.party business and the notice of the Company's 2011 Annual General Meeting. These documents will be made available on the Company's website, www.bwinparty.com and copies will also be posted to the Company's shareholders and depositary interest holders that have elected to receive hard copies.
A. Disclosure and Transparency Rule 6.3.5
A condensed set of the financial statements for the year ended 31 December 2010 together with information on important events that occurred during that financial year and their impact on the financial statements, were contained in the annual results announcement made on 3 March 2011. That information, together with the information set out below, which is extracted from the Annual Report, constitute the material required by Disclosure and Transparency Rule 6.3.5 which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the Annual Report.
B. 2010 Annual Report Extracts
"Our risks
Our approach to assessing and managing our risks remained focused on asking ourselves 'what if?' In 2010 we held 12 major workshops to assess whether any individual risk had increased, decreased or become obsolete since it was last assessed; to identify any new risks, especially from recent key business events and; to identify the likelihood of a risk occurring and its possible impact on the Group.
The workshops also help to ingrain the importance of risk management throughout all business functions. Facilitated by the Internal Audit & Risk Management team, the workshops involve key people from each of the Group's prime functions including Technology, Marketing, Human Resources, Operations, Finance, Legal and Company Secretarial.
Two high-level workshops were conducted by the Executive Risk Committee in 2010 and attended by the Executive Directors, primarily to ensure that all strategic risks were identified and to reach a consensus on the significant risks resulting from the 12 functional workshops. Finally, the Audit Committee then reviewed the outcomes from all 14 workshops on two separate occasions.
Many of the threats and challenges faced by online gaming companies are similar to those faced by other leisure and entertainment industries. They include competition, changes to consumer tastes, maintaining healthy financial ratios in compliance with banking covenants, loss of key personnel and so on.
There are also certain risks that are more specific to PartyGaming and to the online gaming industry that deserve particular mention. They can be categorised under four main groups, being: technology, regulation, an unlevel playing field in online poker and taxation. Additionally, there are specific risks associated with PartyGaming's merger with bwin.
Technology
Beginning with the four main risk groups, our business runs on technology and improving our gaming platform and products is a never-ending and vital process that helps maintain our competitive edge, keeps us abreast of evolving consumer tastes and upholds our valuable reputation for offering responsible, safe and secure gaming.
Most of our gaming technology is proprietary, which means that we are better placed to manage risks associated with technological and regulatory change compared to competitors that are heavily reliant on third-party software and systems.
However, we share the industry's general risks that arise from sourcing broadband and communications, data management and storage services as well as a raft of other services from external suppliers. We seek to offset these risks through ensuring we are not overly reliant on any single supplier as well as having in place fully functional disaster recovery centres.
Regulation
Regulation is probably the most complex of our main risk groups and is a critical management process for the Group. Our international reach across many different regimes requires that we cater for what is a complex web of political and cultural attitudes towards online gaming. Our compliance obligations range from administration of our gaming licenses in Gibraltar, Italy, France and Alderney to assessing what impact country-specific and pan-regional rules and regulations might have on our business and the wider industry. Whilst attitudes towards online gaming as a leisure pursuit continue to evolve, there is always a risk that certain territories may seek to outlaw online gaming entirely or one or more of the products we offer.
We advocate that the best way to protect consumers is to license and regulate online gaming, a concept that is now being addressed by several countries around the world and particularly so in Europe: in 2010 France joined the UK, Malta and Italy by introducing online gaming regimes for online sports betting and online poker only (bingo and casino were excluded, at least for now). However, unlike the UK, the Italian and French governments have sought to ring-fence their national markets. Denmark is expected to follow the UK and Malta by adopting a more progressive regulatory model in 2011 with the regulation of poker, sports betting and casino games and at the same time allow its residents to play against players from other countries. Italy is poised to further liberalise its market with the opening of cash game poker, certain casino table games as well as online bingo. Spain, Germany, Greece and Holland are among several European countries that are now actively considering developing their own regulatory regimes.
We remain of the view that our conservative approach and proven management of regulatory compliance, together with the scale that we will enjoy following the merger with bwin will result in significant business opportunities over the medium to longer term.
Unlevel playing field in poker
Without regulatory change in the US, we and many other online poker operators can expect to continue to face a tough competitive environment, particularly against those sites that accept online gaming customers from the US. To mitigate the impact of this unlevel playing field in online poker, we are concentrating our efforts on operational excellence, increasing our brands' strength and keeping the consumer at the heart of everything we do.
Taxation
Taxation is the fourth category of risk which we believe is material. Group companies operate only where they are incorporated, domiciled or registered. Revenues earned from customers located in a particular jurisdiction may give rise to further taxes in that jurisdiction. If such taxes are levied, either on the basis of existing law or the current practice of any tax authority, or by reason of a change in law or practice, then this may have a material adverse effect on the amount of tax payable by the Group. We manage these risks by considering tax as part of our business planning.
Integration with bwin
The process of integrating PartyGaming and bwin is expected to be complex and represents a substantial challenge for the Directors and the rest of the management team. In particular, combining the resources of two groups that rely upon different technology platforms may prove costly and difficult to achieve technically. Second, the integration of the two groups is expected to require substantial management attention and other resources. While there can be no guarantee that all elements of the integration will be successful, both PartyGaming and bwin expect that the significant investment in planning and preparation that has already taken place will help to ensure a smooth transition. An in-depth analysis of the risks faced by PartyGaming and bwin and bwin.party can be found in the Circular and Prospectus published on 23 December 2010 and available at www.partygaming.com."
Directors' Responsibility Statement
"In accordance with DTR 4.1.12 of the FSA's Disclosure and Transparency Rules, the Directors confirm to the best of their knowledge:
(a) the Group's financial statements have been prepared in accordance with IFRS and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Group; and
(b) the Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and the Company, together with a description of the principal risks and uncertainties that they face.
By order of the Board of Directors
Robert Hoskin
Company Secretary
3 March 2011"
Contact:
bwin.party digital entertainment plc | + 350 200 78700 |
Robert Hoskin, Company Secretary |
Related Shares:
BPTY.L