3rd May 2012 18:18
3 May 2012
bwin.party digital entertainment plc
('bwin.party', the 'Company')
Share Capital Reduction Circular and Notice of Extraordinary General Meeting
bwin.party announces that a circular to shareholders and depositary interest holders (the 'Circular') has been published today and a copy is available on its website, www.bwinparty.com. Hard copies of the Circular are being dispatched to all shareholders and depositary interest holders.
The Circular sets out a proposal to restructure the Company's balance sheet by carrying out a reduction of share capital through the cancellation of the share premium account, amounting to €1,018,951,463, and then allocating the same amount to a distributable reserve account in the Company's books of account (the 'Reduction'). The purpose of the Reduction is to create sufficient distributable reserves to support the Company's stated distribution policy of progressive dividend payments and, subject to market conditions, its ongoing share buy-back programme.The Reduction is a legal and accounting adjustment and will not of itself have any direct impact on the market value of bwin.party shares.
The Circular includes a notice convening an Extraordinary General Meeting ('EGM') to be held at The Caleta Hotel, Catalan Bay, Gibraltar on Thursday 7 June 2012 at 1.15 pm (Gibraltar time). Completion of the Reduction is conditional upon approval of a special resolution by bwin.party shareholders and depositary interest holders and the confirmation of the Supreme Court of Gibraltar (the 'Court').
Expected timetable of principal events
Event
| Time and/or Date |
Latest time and date for receipt of the Form of Direction/ voting instruction via CREST (depositary interest holders)
| 12.15 pm (London time) on 4 June 2012
|
Latest time and date for receipt of the Form of Proxy (shareholders)
| 12.15 pm (London time) on 5 June 2012 |
Extraordinary General Meeting
| 1.15 pm (Gibraltar time) on 7 June 2012 |
Court Hearing of the Summons
| 10.00 am (Gibraltar time) on 11 July 2012 |
Court Hearing of the Petition
Reduction Effective Date | 10.30 am (Gibraltar time) on 11 July 2012
16 July 2012 |
This summary is not intended as a substitute for reading the Circular as a whole. Shareholders and depositary interest holders are therefore recommended to read the Circular in its entirety before submitting their voting instructions. Full details of the action to be taken can be found in paragraph 8 of Part 1 of the Circular.
All defined terms are as set out in the Circular. Copies of the Circular will be available free of charge during normal business hours on any weekday at the Company's registered office address at 711 Europort, Gibraltar or by emailing [email protected] from today and shall remain available until the date of the EGM.
Copies of the Circular and EGM voting forms have been submitted to the Financial Services Authority and will shortly be available for inspection through the National Storage Mechanism (http://www.hemscott.com/nsm.do).
Enquiries:
Capita Registrars*
Enquiries from within the UK 0871 664 0321
Enquiries from outside the UK +44 20 8639 3399
Contact:
bwin.party digital entertainment plc
Robert Hoskin
Company Secretary +350 200 78700
* Lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (except UK public holidays). Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Calls to the helpline from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones. Calls may be recorded and monitored randomly for security and training purposes. The helpline cannot provide advice on the merits of the Reduction nor give any financial, legal or tax advice.
Related Shares:
BPTY.L