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GVC announces that it is proposing to transfer the listing category of all of its ordinary shares from a standard listing (shares) on the Official List to a premium listing (commercial company) on the Official List in accordance with Listing Rule 5.4A of the Listing Rules (the “Transfer”). It is anticipated that the Transfer will take effect at 8.00 a.m. on 1 August 2016, conditional upon the approval of the UK Listing Authority (“UKLA”).

This announcement is being made in accordance with Listing Rule 5.4A.5. No shareholder vote is required in order to effect the Transfer.

1.     Background to and reasons for the Transfer

GVC is a leading e-gaming operator in both b2c and b2b markets. GVC has four main product verticals and its core brands are CasinoClub, Betboo, Sportingbet, bwin, partypoker, partycasino, Gioco Digitale, FoxyBingo and Cheeky Bingo. GVC acquired bwin.party digital entertainment plc (“bwin” or “bwin.party”) on 1 February 2016. The Group is headquartered in the Isle of Man and has licences in Austria, Belgium, Bulgaria, France, Italy, Denmark, Germany (Schleswig-Holstein), Gibraltar, Spain, Malta, Denmark, Romania, UK, South Africa, and the Dutch Caribbean. In the year ended 31 December 2015, GVC generated Net Gaming Revenue (”NGR”) of €247.7 million and Clean EBITDA of €54.1 million. In the same year, bwin generated NGR of approximately €576 million and Clean EBITDA of approximately €109 million. On an aggregated basis therefore, GVC and bwin generated NGR of approximately €824 million and clean EBITDA of approximately €163 million in 2015.

The Company’s issued and to be issued ordinary share capital was admitted to the standard listing segment of the Official List of the UKLA and to trading on the Main Market of the London Stock Exchange (the “Listing”) on 2 February 2016, following completion of the acquisition by GVC of bwin.party on 1 February 2016.

The Company’s board of directors (the “Board”) believes that, given the enlarged size, and the enhanced profile of GVC following its acquisition of bwin, a premium listing is the most appropriate listing category for the Company, providing exposure to a wider investor base and enhancing the liquidity of the Company’s shares. It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will be considered for inclusion into the FTSE UK Index Series. The Board believes that inclusion within the FTSE UK Index Series would further enhance the Company’s profile and allow access to a wider potential investor base. Accordingly, the Board has concluded that it is in the best interests of the Company and its shareholders as a whole to effect the Transfer.

The Company has therefore requested that the UKLA approve the Transfer with effect from 8.00 a.m. on 1 August 2016. As at close of business on 30 June 2016, the Company had 291,980,780 shares in issue.

2.     Effect of the Transfer

Following the Transfer certain additional provisions of the Listing Rules will apply to the Company. These provisions, set out in Chapters 6 to 13 (inclusive) of the Listing Rules, relate to the following matters:

1. the application of certain requirements that are specific to companies with a premium listing (Chapter 6);
2. the application of the Premium Listing Principles set out in Listing Rule 7.2.1AR (Chapter 7);
3. the requirement to appoint a sponsor in certain circumstances (Chapter 8);
4. the requirement to comply with various continuing obligations, including compliance with all relevant provisions of the UK Corporate Governance Code (or provide an explanation for any non-compliance, if applicable, in its annual financial report) (Chapter 9);
5. the requirement to announce, or obtain shareholder approval for, certain transactions (depending on their size and nature) and for certain transactions with “related parties” of the Company (Chapters 10 and 11);
6. certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter 12); and
7. various specific contents requirements that will apply to circulars issued by the Company to its shareholders (Chapter 13).

3.     Working Capital

In the opinion of the Company, the Group has sufficient working capital available for the Group’s requirements for at least the next 12 months from the date of this announcement.

4.     Bank facilities

Pursuant to the Transfer and the related requirement to make a statement as regards adequacy of working capital as set out in paragraph 3 above (which typically requires a working capital review period of 18 months or more), the Company has entered into an agreement with Cerberus Business Finance LLC (“Cerberus”) to extend the maturity date of its existing €400 million facility with Cerberus (the “Cerberus Facility”) from 4 September 2017 (the “Existing Maturity Date”) to 4 April 2018. This extension does not alter the Board’s intention or timetable as regards refinancing this facility on improved terms and the Board intends to refinance the Cerberus Facility before the Existing Maturity Date. However, were the Cerberus Facility to remain outstanding on or after the Existing Maturity Date, a fee of €14 million would be payable. All other terms of the Cerberus Facility (as summarised in the Company’s prospectus dated 13 November 2015) remain unchanged.

5.     Corporate Governance

The Board is committed to, and recognises the importance and value of good corporate governance. The Company has taken steps to comply with the recommendations set out in the UK Corporate Governance Code and will report on compliance and provide any reasons for non-compliance in its 2016 Annual Report. The Company expects to be in compliance with the recommendations set out in the UK Corporate Governance Code immediately prior to the Transfer, other than in respect of certain termination provisions in the contracts of some directors. Such arrangements will be reviewed by the Company’s Remuneration Committee. The Company is also in ongoing discussions regarding the appointment of a Senior Independent Director. To the extent this appointment has not been made prior to the date of Transfer, the Company expects to make such an appointment in the near term thereafter.

Since completion of the bwin acquisition, the Company has appointed two additional independent non-executive directors, Stephen Morana and Peter Isola and a further non-executive director, Norbert Teufelberger (who is not deemed independent as a result of his previous employment as CEO of bwin). Furthermore, the Company has made three senior non-board appointments since the acquisition of bwin.party: Shay Segev as Chief Operating Officer; Nick Batram as Head of Investor Relations, and Liron Snir as Chief Product Officer.

6.     UK Takeover Code

The Company has its registered office in the Isle of Man and its ordinary shares are admitted to trading on the Main Market of the London Stock Exchange. The Company is therefore subject to the UK Takeover Code, with which the Company complies.

7.     Appointment of Sponsor

The Group has appointed Cenkos Securities plc (“Cenkos”) to act as its Sponsor in relation to the Transfer. Cenkos is currently corporate broker to GVC.

8.     FTSE eligibility and qualification

FTSE’s Europe, Middle East and Africa (EMEA) Committee meets on a quarterly basis to review the constituents of the FTSE UK index series, incorporating the FTSE 100, FTSE 250 and FTSE SmallCap. It is anticipated that, subject to the Transfer becoming effective and other conditions being met, the Company will be considered for inclusion into the FTSE UK Index Series and such inclusion would become effective on 19 September 2016.

9.     Financial information incorporated by reference

The financial information set out below is incorporated by reference into this announcement and can be found in the prospectus published by GVC on 13 November 2015 (the “Prospectus”), in connection with GVC’s acquisition of bwin, in the annual report and accounts of GVC for the year ended 31 December 2015 and in the annual report and accounts of bwin for the years ended 31 December 2014 and 2013.

The Prospectus can be found on the Company’s website via the following link: http://www.gvc-plc.com/archive/takeover_code_bwin/GVC-Prospectus-131115.pdf.

The annual report and accounts of GVC for the years ended 31 December 2015, 2014 and 2013 can be found on the Company’s website via the following link: http://www.gvc-plc.com/html/investor/annual_report.asp.

The annual report and accounts of bwin for the years ended 31 December 2014 and 2013 can be found on the Company’s website via the following link: http://www.gvc-plc.com/html/investor/bwinparty_reports.asp.

Information incorporated  by reference into this announcement	Reference document	Page number in reference document
Annual audited accounts of GVC Holdings PLC for the financial year ended 31 December 2015 and the independent auditor’s report thereon	Accounts to 31 December 2015
	Directors’ report	Pages 35-37
	Independent auditor’s report	Pages 41-45
	Consolidated income statement	Page 46
	Consolidated statement of comprehensive income	Page 46
	Consolidated statement of financial position	Page 47
	Consolidated statement of changes in equity	Page 48
	Consolidated statement of cash flows	Page 49
	Notes to the consolidated financial statements	Pages 53-87

 

Information incorporated  by reference into this announcement	Reference document	Page number in reference document
Annual audited accounts of GVC Holdings PLC for the financial years ended 31 December 2014 and 2013 and the independent auditor’s reports thereon	Prospectus, Part 3, Sections B and C	Pages 109-206
	Accounts to 31 December 2014
	Directors’ report	Pages 109-111
	Independent auditor’s report	Page 112
	Consolidated income statement	Page 113
	Consolidated statement of comprehensive income	Page 114
	Consolidated balance sheet	Page 115
	Consolidated statement of changes in equity	Page 116
	Consolidated statement of cash flows	Page 117
	Notes to the consolidated financial statements	Pages 118-158

 

Accounts to 31 December 2013
Director’s report	Pages 159-161
Independent auditor’s report	Page 162
Consolidated income statement	Page 163
Consolidated statement of comprehensive income	Page 164
Consolidated balance sheet	Page 165
Consolidated statement of changes in equity	Page 166
Consolidated statement of cash flows	Page 167
Notes to the financial statements	Pages 168-206

Annual audited accounts of bwin for the financial years ended 31 December 2014 and 2013 and the independent auditor’s reports thereon	2014 Bwin Annual Report
	Independent auditor’s report	Pages 96-99
	Consolidated statement of comprehensive income	Page 100
	Consolidated statement of financial position	Page 101
	Consolidated statement of changes in equity	Page 102
	Consolidated statement of cash flows	Page 103
	Notes to the financial statements	Pages 104-142

2013 Bwin Annual Report
Independent auditor’s report	Pages 110-113
Consolidated statement of comprehensive income	Page 114
Consolidated statement of financial position	Page 115
Consolidated statement of changes in equity	Page 116
Consolidated statement of cash flows	Page 117
Notes to the financial statements	Pages 118-156

10.   Further financial information on GVC and bwin

Section A – Annual audited accounts for bwin for the financial year ended 31 December 2015 and the independent auditor’s report thereon are set out below;

Section B – Historical financial information for GVC for the three months ended 31 March 2016 and the accountants report thereon are set out below; and

Section C – Historical financial information for bwin for the three months ended 31 March 2016 and the accountant’s report thereon are set out below.

11.   Consent

Grant Thornton UK LLP has given and not withdrawn its written consent to the inclusion in this announcement of its accountant’s report on the historical financial information for GVC for the three months ended 31 March 2016 and the references to it in the form and context in which they are included.

BDO LLP has given and not withdrawn its written consent to the inclusion in this announcement of its independent auditor’s report on the annual audited accounts of bwin for the financial year ended 31 December 2015 and of its accountant’s report on the historical financial information of bwin for the three months ended 31 March 2016 in the form and context in which they are included.

BDO Limited has given and not withdrawn its written consent to the inclusion in this announcement of its independent auditor’s report on the annual audited accounts of bwin for the financial year ended 31 December 2015 in the form and context in which it is included.

Cenkos Securities plc has given and not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included in this announcement.

Enquiries:

GVC Holdings PLC

Kenneth Alexander, Chief Executive	Tel: +44 (0)1624 652 559
Richard Cooper, Group Finance Director	www.gvc-plc.com
Nicholas Batram, Head of IR & Corporate Strategy
Cenkos Securities plc	Tel: +44 (0) 20 7397 8900
Mark Connelly, Jeremy Osler, Camilla Hume
Media enquiries:
Bell Pottinger	Tel: +44 (0) 20 3772 2500
David Rydell, James Newman, Anna Legge, Laura Jaques

 

IMPORTANT NOTICE:

The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any ordinary shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “anticipates”, “targets”, “aims”, “continues”, “projects”, “assumes”, “expects”, “intends”, “may”, “will”, “would” or “should”, or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company’s intentions, beliefs or current expectations concerning, among other things, the Group’s result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company’s earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

Subject to the Company’s regulatory obligations, including under the Listing Rules, the Disclosure Rules and Transparency Rules, the EU Market Abuse Regulation and the Financial Services and Markets Act 2000 (“FSMA”), neither the Company nor Cenkos Securities plc undertakes any obligation to update publicly or revise any forward-looking statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.

The contents of the Company’s website do not form part of this announcement.

Cenkos Securities plc, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for the Company and for no one else in connection with the Transfer and will not be responsible to any person other than the Company for providing the protections afforded to clients of Cenkos Securities plc, nor for providing advice in relation to the Transfer, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cenkos Securities plc by the FSMA or the regulatory regime established thereunder, neither Cenkos Securities plc nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cenkos Securities plc in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Cenkos Securities plc, or on behalf of Cenkos Securities plc in connection with the Company or the Transfer. Cenkos Securities plc accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Cenkos Securities plc, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.