28th Jan 2011 14:35
28 January 2011
PartyGaming Plc
("PartyGaming" or the "Company")
Extraordinary General Meeting ("EGM") Results
Approval of merger with bwin Interactive Entertainment AG ("bwin")
At the Company's EGM held in Gibraltar today, all 9 resolutions relating to the approval of the merger with bwin and associated matters, including the change of name from PartyGaming Plc to bwin.party digital entertainment plc, were approved by PartyGaming Shareholders. This followed the approval by bwin Shareholders at a bwin Shareholder meeting ("bwin EGM") held earlier today of all 5 resolutions relating to the merger and associated matters. The full results of the votes cast at the PartyGaming EGM are set out below.
Commenting on the results of both EGMs today, Jim Ryan and Norbert Teufelberger, the proposed co-CEOs of the combined group said:
"Today's shareholder meetings were a key milestone in the overall process, putting the transformational merger of our two companies well on the way to Completion. We are delighted that both sets of shareholders have overwhelmingly recognised the strategic, operational and financial benefits of creating the world's largest listed online gaming company."
The PartyGaming EGM notice dated 23 December 2010 containing both ordinary resolutions (resolutions 1 to 7) and special resolutions (resolutions 8 and 9) is set out in the Circular published on 23 December 2010 and is also available on the Company's website, www.partygaming.com. All 9 resolutions were passed on a poll as follows:
Resolution | Total | For | Against | Abstain | |||
Number | Votes Cast | Number | % of shares voted | Number | % of shares voted | Number | |
1. To: a) approve the proposed merger with bwin;
b) increase the authorized share capital of the Company and amend the Company's memorandum of association;
c) approve and update the share allotment authority;
d) allow holders of existing bwin shares recourse to review proceedings in accordance with the Austrian EU Mergers Act; and
e) to approve the rollover option plan.
| 333,899,976
| 329,346,187 | 99.40 | 1,990,657 | 0.60 | 2,563,132 | |
2. To approve the regulatory process agreement entered into on 29 July 2010.
| 333,899,976 | 211,585,364 | 98.91 | 2,328,630 | 1.09 | 119,985,982 | |
3. To approve the relationship agreement entered into on 29 July 2010. | 333,899,876 | 212,352,612 | 98.90 | 2,355,883 | 1.10 | 119,191,381 | |
4. To approve the bonus banking plan. | 333,899,976 | 295,512,978 | 99.02 | 2,914,426 | 0.98 | 35,472,572 | |
5. To approve the value creation plan.
| 333,899,976 | 294,834,628 | 98.84 | 3,471,658 | 1.16 | 35,593,690 | |
6. To approve the bonus and share plan.
| 333,899,976 | 330,594,740 | 99.39 | 2,030,148 | 0.61 | 1,275,088 | |
7. To approve the global share plan. | 333,899,976 | 330,592,119 | 99.39 | 2,034,595 | 0.61 | 1,273,262 | |
8. To adopt new articles of association.
| 333,899,876 | 329,707,814 | 99.29 | 2,369,080 | 0.71 | 1,822,982 | |
9. To change the name of the Company to bwin.party digital entertainment plc. | 333,899,976 | 330,601,982 | 99.40 | 2,002,787 | 0.60 | 1,295,207 | |
Notes 1.
2. |
The percentages above are based upon 413,065,372 Existing PartyGaming Shares in issue as at 26 January 2011, of which 3,995,453 Existing PartyGaming Shares are held in the PartyGaming Plc Shares Trust (the 'Trust'). As the trustee of the Trust has waived all voting rights in respect of these Existing PartyGaming Shares, the total number of Existing PartyGaming Shares with voting rights was 409,069,919 as at 26 January 2011.
As disclosed in the Circular, the Principal PartyGaming Shareholders abstained from voting their Existing PartyGaming Shares (totaling in aggregate 116,997,333 Existing PartyGaming Shares) in respect of resolutions 2 and 3, as they are related parties to the agreements being approved in these two resolutions. In addition, Jim Ryan (Chief Executive Officer) and Martin Weigold (Group Finance Director) abstained from voting their Existing PartyGaming Shares (totaling in aggregate 793,444 Existing PartyGaming Shares) in respect of resolution 2 as they are related parties to the agreement being approved by this resolution. | ||||||
Following the approval of resolution 9, the Company's change of name to bwin.party digital entertainment plc will be registered when and if the Court order sanctioning the merger takes effect, which is anticipated to happen on 31 March 2011.
The Company will file for inspection a copy of the resolutions at the National Storage Mechanism at http://www.hemscott.com/nsm.do. The results of the votes cast at the bwin EGM are available at www.partygaming.com.
At the bwin EGM bwin Shareholders in respect of 191 Existing bwin Shares (representing 0.0005% of bwin's total issued share capital), voted against the bwin Merger Resolution and requested that such objection be recorded in the minutes of the bwin EGM (the "bwin Objectors"). As disclosed in the Circular, the bwin Objectors can assert their right to receive cash compensation of €23.52 per Existing bwin Share and have one month from the date of the bwin EGM to do so. As a result, the total aggregate cash compensation payable to the bwin Objectors cannot exceed €4,492.32.
Expected timetable to Completion
A summary of the expected timetable to Completion is as published in the Company's announcement on 23 December 2010 and is set out below (The following dates are indicative only and subject to change. Please see note 1 below):
| |
PartyGaming Court Hearing to sanction the Merger | 15 March 2011 |
Last day of dealings in Existing bwin Shares |
25 March 2011 |
Last day of dealings in Existing PartyGaming Shares and Effective Date |
31 March 2011 |
De-listing of Existing bwin Shares from the Vienna Stock Exchange |
close of trading on 31 March 2011 |
De-listing of Existing PartyGaming Shares from the London Stock Exchange |
8.00 a.m. (London time) on 1 April 2011 |
Expected Admission and commencement of dealings in bwin.party Shares, Completion |
8.00 a.m. (London time) on 1 April 2011 |
CREST accounts expected to be credited with Depositary |
on or around 1 April 2011 |
Interests in respect of the bwin.party Shares | |
Notes:
1. These dates are indicative and assume that the requisite regulatory clearances have been obtained and other conditions to Completion fulfilled before the date estimated for Completion. The expected dates following the PartyGaming Court Hearing will depend, among other things, on the date upon which the Court sanctions the Merger and the timing of the satisfaction of all the conditions to Completion. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through a Regulatory Information Service.
2. Copies of the Prospectus, the Circular and other documents noted in the Prospectus and Circular as being available for inspection may be inspected during normal business hours on each Business Day from today up to and including the expected Admission and commencement of dealings in bwin.party Shares at the registered office of the Company, being 711, Europort, Gibraltar and- at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS, United Kingdom.
3. Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcements released by the Company at 11.03 a.m. BST on 29 July 2010 and at 11.15 a.m. GMT on 23 December 2010.
Enquiries:
PartyGaming Plc
Peter Reynolds, Director of Corporate Affairs
John Shepherd, Director of Corporate Communications
Tel: +44 (0) 20 7337 0100
Deutsche Bank (Financial Adviser and Corporate Broker to PartyGaming)
Alastair Mathieson, James Cass
Charles Wilkinson, Mumtaz Naseem (Corporate Broking)
Tel: +44 (0) 20 7545 8000
Related Shares:
BPTY.L