12th Apr 2012 11:43
12 April 2012
bwin.party digital entertainment plc
('bwin.party' or the 'Company')
Annual Information Update ('AIU') and 2011 Annual Report
1. AIUIn compliance with rule 5.2 of the Prospectus Rules the Company is submitting this AIU for the 12 month period to 12 April 2012.
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 |
2 April 2012 | PDMR - Jim Ryan |
2 April 2012 | PDMR - Martin Weigold |
2 April 2012 | Block Listing Six Monthly Return |
30 March 2012 | Total Voting Rights |
29 March 2012 | 2011 Full Year Results |
22 March 2012 | Transaction in Own Shares |
21 March 2012 | Transaction in Own Shares |
20 March 2012 | Transaction in Own Shares |
19 March 2012 | Transaction in Own Shares |
16 March 2012 | Transaction in Own Shares |
15 March 2012 | Transaction in Own Shares |
14 March 2012 | Transaction in Own Shares |
13 March 2012 | Transaction in Own Shares |
12 March 2012 | Transaction in Own Shares |
9 March 2012 | Transaction in Own Shares |
8 March 2012 | Transaction in Own Shares |
7 March 2012 | Transaction in Own Shares |
6 March 2012 | Transaction in Own Shares |
6 March 2012 | Sale of Ongame to Shuffle Master |
5 March 2012 | Transaction in Own Shares |
2 March 2012 | Transaction in Own Shares |
2 March 2012 | 2011 Full Year Results Notification |
1 March 2012 | Transaction in Own Shares |
29 February 2012 | Transaction in own shares and Total Voting Rights |
28 February 2012 | Transaction in Own Shares |
27 February 2012 | Transaction in Own Shares |
24 February 2012 | Transaction in Own Shares |
23 February 2012 | Transaction in Own Shares |
22 February 2012 | Transaction in Own Shares |
21 February 2012 | Transaction in Own Shares |
20 February 2012 | Transaction in Own Shares |
17 February 2012 | Transaction in Own Shares |
16 February 2012 | Transaction in Own Shares |
15 February 2012 | Transaction in Own Shares |
14 February 2012 | Transaction in Own Shares |
13 February 2012 | Transaction in Own Shares |
10 February 2012 | Transaction in Own Shares |
9 February 2012 | Transaction in Own Shares |
8 February 2012 | Transaction in Own Shares |
7 February 2012 | Transaction in Own Shares |
6 February 2012 | Transaction in Own Shares |
3 February 2012 | Transaction in Own Shares |
2 February 2012 | Transaction in Own Shares |
1 February 2012 | Transaction in Own Shares |
31 January 2012 | Transaction in Own Shares |
30 January 2012 | Transaction in Own Shares |
27 January 2012 | Transaction in Own Shares |
27 January 2012 | Transaction in Own Shares |
25 January 2012 | Transaction in Own Shares |
24 January 2012 | Transaction in Own Shares |
23 January 2012 | Transaction in Own Shares |
20 January 2012 | Transaction in Own Shares |
19 January 2012 | Transaction in Own Shares |
18 January 2012 | Transaction in Own Shares |
17 January 2012 | Transaction in Own Shares |
16 January 2012 | Transaction in Own Shares |
13 January 2012 | Transaction in Own Shares |
12 January 2012 | Transaction in Own Shares |
11 January 2012 | Transaction in Own Shares |
10 January 2012 | Transaction in Own Shares |
9 January 2012 | Transaction in Own Shares |
6 January 2012 | Transaction in Own Shares |
5 January 2012 | Transaction in Own Shares |
5 January 2012 | Transaction in Own Shares |
3 January 2012 | Danske Licens Spil and bwin.party launch online games in Denmark |
3 January 2012 | PDMR - Geoff Baldwin |
3 January 2012 | PDMR - Jim Ryan |
30 December 2011 | Total Voting Rights |
21 December 2011 | Transaction in Own Shares |
20 December 2011 | Transaction in Own Shares |
19 December 2011 | Transaction in Own Shares |
16 December 2011 | Transaction in Own Shares |
16 December 2011 | Transaction in Own Shares |
16 December 2011 | bwin.party Awarded Danish Online Gaming Licenses |
14 December 2011 | Transaction in Own Shares |
13 December 2011 | Transaction in Own Shares |
13 December 2011 | Pre-Close Trading Update |
12 December 2011 | Transaction in Own Shares |
9 December 2011 | Transaction in Own Shares |
9 December 2011 | PDMR - Martin Weigold |
9 December 2011 | Notice of Pre-Close Trading Update |
8 December 2011 | Transaction in Own Shares |
7 December 2011 | Transaction in Own Shares |
6 December 2011 | Transaction in Own Shares |
5 December 2011 | Transaction in Own Shares |
2 December 2011 | Transaction in Own Shares |
1 December 2011 | Transaction in Own Shares |
30 November 2011 | Transaction in own shares and Total Voting Rights |
29 November 2011 | Transaction in Own Shares |
28 November 2011 | Transaction in Own Shares |
28 November 2011 | Transaction in Own Shares |
24 November 2011 | Transaction in Own Shares |
23 November 2011 | Transaction in Own Shares |
22 November 2011 | Transaction in Own Shares |
21 November 2011 | Transaction in Own Shares |
18 November 2011 | Transaction in Own Shares |
17 November 2011 | Transaction in Own Shares |
17 November 2011 | Transaction in Own Shares |
15 November 2011 | Transaction in Own Shares |
14 November 2011 | Transaction in Own Shares |
11 November 2011 | Transaction in Own Shares |
10 November 2011 | Transaction in Own Shares |
10 November 2011 | Transaction in Own Shares |
8 November 2011 | Interim Management Statement and 2011 Q3 KPIs |
8 November 2011 | Transaction in Own Shares |
2 November 2011 | Holdings in Company - Janus Capital Management |
1 November 2011 | Announcement of US Online Poker Strategy with MGM and Boyd |
31 October 2011 | Total Voting Rights |
25 October 2011 | Notification of Interim Management Statement and Q3 KPIs |
24 October 2011 | Scheme of Arrangement Sanctioned by Court |
20 October 2011 | Holdings in Company - SRS Investment Management |
17 October 2011 | PDMR - Lewis Moonie |
11 October 2011 | Transaction in Own Shares |
10 October 2011 | Transaction in Own Shares |
7 October 2011 | Transaction in Own Shares |
6 October 2011 | Transaction in Own Shares |
6 October 2011 | Court Meeting Voting Results |
5 October 2011 | Transaction in Own Shares |
4 October 2011 | Transaction in Own Shares |
3 October 2011 | Transaction in Own Shares |
30 September 2011 | Total Voting Rights |
30 September 2011 | Block Listing Six Monthly Return |
30 September 2011 | PDMR - Jim Ryan |
30 September 2011 | Transaction in Own Shares |
29 September 2011 | Transaction in Own Shares |
28 September 2011 | Transaction in Own Shares |
27 September 2011 | Transaction in Own Shares |
26 September 2011 | 2011 Interim Dividend - Euro Elections |
26 September 2011 | Transaction in Own Shares |
23 September 2011 | Transaction in Own Shares |
22 September 2011 | Transaction in Own Shares |
21 September 2011 | Transaction in Own Shares |
20 September 2011 | Transaction in Own Shares |
19 September 2011 | Transaction in Own Shares |
16 September 2011 | Transaction in Own Shares |
14 September 2011 | Transaction in Own Shares |
13 September 2011 | Transaction in Own Shares |
12 September 2011 | Transaction in Own Shares |
9 September 2011 | Transaction in Own Shares |
8 September 2011 | Transaction in Own Shares |
8 September 2011 | Posting of Circular and Notice of Court Meeting |
7 September 2011 | Transaction in Own Shares |
6 September 2011 | Transaction in Own Shares |
6 September 2011 | PDMR - Martin Weigold Part 2 |
6 September 2011 | PDMR - Martin Weigold Part 1 |
2 September 2011 | PDMR - Simon Duffy |
31 August 2011 | PDMR - Jim Ryan |
31 August 2011 | Total Voting Rights |
31 August 2011 | 2011 Half Year Results |
31 August 2011 | Interim Dividend |
26 August 2011 | Half Year Results Notification |
29 July 2011 | bwin.fr and Sajoo.fr to merge |
19 July 2011 | Launch of Italian cash game poker and casino |
15 July 2011 | Directorate Change |
1 July 2011 | PDMR - Jim Ryan |
30 June 2011 | 2011 Annual General Meeting Poll Results |
30 June 2011 | Total Voting Rights |
30 June 2011 | AGM Statement - Pre-Close Trading Update and Distribution Policy |
21 June 2011 | Trust Share Purchase |
20 June 2011 | PDMR - Simon Duffy |
20 June 2011 | Trust Share Purchase |
6 June 2011 | bwin.party extends FIBA agreement until 2014 |
3 June 2011 | Holdings in Company - Janus Capital Management |
31 May 2011 | Total Voting Rights |
27 May 2011 | Annual Report and 2011 AGM Notice |
11 May 2011 | PDMR Transactions |
10 May 2011 | Holdings in Company - Janus Capital Management |
6 May 2011 | Q1 2011 Pro Forma KPIs and Interim Management Statement |
5 May 2011 | bwin new title sponsor of the Padel Pro Tour Circuit |
4 May 2011 | Q1 2011 KPIs and Interim Management Statement Notification |
28 April 2011 | Total Voting Rights |
26 April 2011 | PDMR - Simon Duffy |
15 April 2011 | Distribution Policy |
12 April 2011 | Annual Information Update |
All of the above announcements are available on the Company's website, www.bwinparty.com
B. Documents filed with Companies House Gibraltar
Date filed | Document |
2 April 2012 | Return by a Company Purchasing its Own Shares |
2 April 2012 | Return of Allotments |
2 April 2012 | Return of Allotments |
24 February 2012 | Return of Allotments |
24 February 2012 | Return of Allotments |
24 February 2012 | Return of Allotments |
24 February 2012 | Return of Allotments |
24 February 2012 | Return of Allotments |
24 February 2012 | Return of Allotments |
16 February 2012 | Return by a Company Purchasing its Own Shares |
21 December 2011 | Return by a Company Purchasing its Own Shares |
3 November 2011 | Court Order |
25 October 2011 | Extraordinary Resolution |
4 October 2011 | Return by a Company Purchasing its Own Shares |
19 July 2011 | Particulars of Directors & Secretaries |
13 July 2011 | Annual filing of Accounts |
12 July 2011 | Substitution Annual Return 2011 |
12 July 2011 | Letter of Substitution |
12 July 2011 | Substitution Particulars of Directors & Secretaries |
8 July 2011 | Special Resolutions |
8 July 2011 | Ordinary Resolutions |
21 June 2011 | Return of Allotments |
3 June 2011 | Return of Allotments |
3 June 2011 | Return of Allotments |
24 May 2011 | Annual Return 2011 |
12 May 2011 | Return of Allotments |
12 May 2011 | Return of Allotments |
12 May 2011 | Return of Allotments |
14 April 2011 | 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 |
8 September 2011 | Circular to shareholders and Notice of Court Meeting for Scheme of Arrangement |
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. 2011 Annual Report
Following the release on 29 March 2012 of the Company's annual results announcement for the year ended 31 December 2011, its annual report and accounts for the year ended 31 December 2011 (the "Annual Report"), and the notice of the Company's 2012 Annual General Meeting 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 2011 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 29 March 2012. 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. 2011 Annual Report Extracts
"The Merger has resulted in some changes to our key risks but our approach to risk management has not changed and reflects the previous approach adopted by bwin and PartyGaming of asking: What if?
Assessing key risks
We conduct a continuous process of Group-wide assessments that examine whether any risk has increased, decreased or become obsolete; identify any new risks, especially from recent key business events; and the likelihood of a risk occurring and what level of impact it would have on the Group.
Following the completion of the Merger, we held eight risk workshops across key business areas as well as for the executive team, that included the Co-CEOs, Jim Ryan and Norbert Teufelberger, the Chief Financial Officer, Martin Weigold, and the Chief Operating Officer, Joachim Baca.
In addition, the Group Risk Committee, chaired by Martin Weigold, has met twice since the Merger completed to ensure that all strategic risks were identified and to reach a consensus on the significant risks identified by the eight functional workshops. These risks are then reported to the Audit Committee for review.
The workshops also serve to impress 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, each of the product verticals, Human Resources, Operations, Finance, Regulatory Affairs, Legal and Company Secretarial.
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 bwin.party and to the online gaming industry that deserve particular mention. Our five main risk groups are:
• Technology
• Regulation and compliance
• Taxation
• Integration
• Unlevel playing field in poker
Technology
Technology is at the core of our business. Improving our gaming platform and products is a never-ending and vital process that maintains our competitive edge, keeps us abreast of evolving consumer tastes and upholds our valuable reputation for offering responsible, safe and secure gaming products.
Most of our gaming technology is proprietary, which means that we are better placed to manage risks associated with technological and regulatory change than competitors that rely 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 by not becoming overly reliant on any single supplier as well as having in place disaster recovery centres and business continuity plans across the Group.
The Merger has prompted an increase in technology risk as we migrate from separate platforms and systems to a single centralised operating system, one that supports four gaming verticals across multiple brands and territories. Other back-office functions are also being harmonised and while less important from a revenue perspective, this also increases operational risk for the business. To mitigate this risk we have planned extensively and will run appropriate tests before switching to any new systems.
Regulation and compliance
Regulation is probably the most complex of our key risks and managing it effectively is a critical process for the Group, especially given the number of countries that are introducing regulatory regimes each of which have different requirements.
Our compliance obligations range from administration of our gaming licences in Gibraltar, Alderney, Denmark, France and Italy to assessing what impact country-specific and pan-regional rules and regulations might have on our business and the wider industry. Whilst political and cultural attitudes towards online gaming continue to evolve, there is always a risk that certain territories may seek to ban one or more of the products that we offer or online gaming entirely.
We have a dedicated regulatory and compliance function that reports directly to the Co-CEOs and is closely supported by our legal and country management teams. We undergo a series of external audits as required under our gaming licences and also perform our own compliance assessment process, ensuring that policies and procedures are being followed and are working effectively.
We advocate that the best way to protect consumers is to license and regulate online gaming with a commercially viable framework, one in which there is a greater incentive to be within the regulatory net than outside it. To do otherwise serves the interests of black-market operators that are only too happy to accept wagers from unsuspecting consumers focused on the best returns. Through our efforts, this is a concept that is now being grasped by several countries around the world and particularly so in Europe where a number of countries are actively considering developing their own regulatory regimes.
Taxation
Taxation is the third category of risk which we believe is material. Group companies operate for tax purposes 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 overall business planning.
Integration
The process of integrating bwin and PartyGaming is extremely complex, requiring substantial management attention and other resources. While there can be no guarantee that all elements of the integration will be successful, the significant investment in planning and preparation ahead of the Merger has proved worthwhile. The main risks in this category are achieving financial synergies; the loss of key personnel; and the eventual migration of players to a single e-gaming platform. To ensure we remain on target, a dedicated Integration Management Office was established to, inter alia, drive and monitor progress across each of the synergy streams as well as identify constraints and inter-dependencies. The Board has put in place a series of incentive plans, the details of which can be found in the Remuneration Report, in order to ensure that key personnel are retained. There remains a risk associated with the migration of players to a single technology platform, however we have put together a detailed plan to ensure a smooth transition that will take place during the second half of 2012 and have already assumed a 15% player loss into our financial synergy targets disclosed at the time of the Merger.
Unlevel playing field in poker
This risk arose principally from US-facing poker sites that up until 15 April 2011 had enjoyed a significant competitive advantage from the fact that they continued to accept wagers from US-based customers, providing superior player liquidity and cashflow that could be reinvested in European markets. However, following the steps taken on 15 April 2011 by US authorities that resulted in the closure of the US-facing activities of PokerStars, Full Tilt and Absolute Poker/Ultimate Bet, this risk has now changed.
While PokerStars remains the largest operator in most markets and a very strong competitor, the risk level has been reduced to one of 'strong competition'. Full Tilt Poker has been closed since losing its gaming licence on 29 June 2011 and Absolute Poker/Ultimate Bet has also ceased trading."
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 DirectorsRobert HoskinCompany Secretary29 March 2012"
Contact:
bwin.party digital entertainment plc | + 350 200 78700 |
Robert Hoskin, Company Secretary |
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