Netplay TV PLC Result of Meetings (3329A)

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RNS Number : 3329A

Netplay TV PLC

23 March 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

23 MARCH 2017

RECOMMED CASH OFFER

for

NETPLAY TV PLC

by

BETSSON AB (publ)

RESULTS OF COURT MEETING AND GENERAL MEETING

The board of directors of NetPlay TV plc ("NetPlay") is pleased to announce that at the Court Meeting held earlier today, the requisite majority of NetPlay Shareholders voted to approve the recommended cash offer for the entire issued and to be issued share capital of NetPlay by Betsson AB (publ) ("Betsson") to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 ("Scheme"). In addition, the Special Resolution to implement the Scheme and to amend the articles of association of NetPlay proposed at the subsequent General Meeting was also duly passed.

Details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in the scheme document dated 1 March 2017 sent or otherwise made available to NetPlay Shareholders (the "Scheme Document"), which document, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, is available on NetPlay's website at www.netplaytv.com/offer.

Upon the Scheme becoming Effective, Scheme Shareholders will receive 9 pence in cash for each Scheme Share.

Voting Results of the Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy) on the poll, representing more than 75 per cent. in value of those Scheme Shares that voted, voted in favour of the Scheme and, accordingly, the resolution to approve the Scheme was duly passed. The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote for each Scheme Share held at the Scheme Voting Record Time.

 
            Number          Percentage      Number of        Percentage   Percentage 
             of Scheme       of Scheme       Scheme Shares    of Scheme    of issued 
             Shareholders    Shareholders    voted            Shares       share 
             who voted       who voted                        voted        capital 
---------  --------------  --------------  ---------------  -----------  ----------- 
 For        72              57.60           162,717,189      90.06        58.38 
---------  --------------  --------------  ---------------  -----------  ----------- 
 Against    53              42.40           17,959,156       9.94         6.44 
---------  --------------  --------------  ---------------  -----------  ----------- 
 Total      125             100.00          180,676,345      100.00       64.82 
---------  --------------  --------------  ---------------  -----------  ----------- 
 

Voting Results of the General Meeting

At the General Meeting, the Special Resolution set out in the notice of General Meeting contained in the Scheme Document was duly passed on a poll. The table below sets out the voting results at the General Meeting. Each NetPlay Shareholder, present in person or by proxy, was entitled to one vote for each NetPlay Share held at the Scheme Voting Record Time.

 
                    Number          Number         Percentage 
                     of NetPlay      of Ordinary    of Ordinary 
                     Shareholders    Shares         Shares 
                     who voted       voted          voted 
-----------------  --------------  -------------  ------------- 
 For*               72              162,606,989    90.05 
-----------------  --------------  -------------  ------------- 
 Against            49              17,970,541     9.95 
-----------------  --------------  -------------  ------------- 
 Vote Withheld**    1               9,333          - 
-----------------  --------------  -------------  ------------- 
 Total              122             180,586,863    100.00 
-----------------  --------------  -------------  ------------- 
 

* Any proxy appointments which give discretion to the Chairman have been included in the vote "For" total

** A vote withheld is not a vote in law and accordingly is not counted in the calculation of the proportion of votes for or against the Special Resolution.

The total number of Ordinary Shares in issue at the Scheme Voting Record Time was 278,728,184 carrying one vote each. As at the Scheme Voting Record Time, NetPlay held no Ordinary Shares as treasury shares. Therefore the total voting rights in NetPlay as at the Scheme Voting Record Time were 278,728,184.

Next Steps and Expected Timetable

The hearing of the petition to the Court to sanction the Scheme is expected to take place on 29 March 2017.

Subject to the Court sanctioning the Scheme and the satisfaction or, if capable of being waived, the waiver of certain other outstanding Conditions, it is expected that the last day for dealings in Ordinary Shares on AIM will be 30 March 2017, that dealings in the Ordinary Shares will be suspended with effect from 7.30 a.m. on 31 March 2017 and that the Scheme will become effective on 31 March 2017. If the Scheme becomes Effective on 31 March 2017, it is expected that admission to trading of Ordinary Shares on AIM will be cancelled with effect from 7.00 a.m. on 3 April 2017.

Following the Effective Date, share certificates in respect of Ordinary Shares will cease to be valid and entitlements to Ordinary Shares held within the CREST system will be cancelled.

Unless otherwise stated, all references to time in this Announcement are to London time. The dates in this Announcement are indicative only. These dates depend on, amongst other things, the date upon which the Court sanctions the Scheme, the date on which the Court Order is delivered to the Registrar of Companies and whether the Conditions are satisfied or, if capable of waiver, waived. NetPlay will give notice of all of these dates, when known, by issuing an announcement(s) through a Regulatory Information Service and via its website (www.netplaytv.com/offer).

Enquiries:

 
 NetPlay TV plc                             via Redleaf 
  Bjarke Larsen                              Communications 
  Akshay Kumar                               +44 207 
                                             382 4730 
 Strand Hanson (Joint Financial Adviser 
  and Rule 3 Adviser to NetPlay) 
  Stuart Faulkner 
  Matthew Chandler                          [phone] 
  Ritchie Balmer                             3494 
 Shore Capital (Joint Financial Adviser, 
  Nominated Adviser and Broker to 
  NetPlay) 
  Stephane Auton                            [phone] 
  Edward Mansfield                           4090 
 Oakvale (Joint Financial Adviser 
  and Strategic Adviser to NetPlay) 
  Daniel Burns                              [phone] 
  Sandford Loudon                            3838 
 

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the "Announcement").

Disclaimers

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and Rule 3 adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, nominated adviser and broker to NetPlay and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Oakvale Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and strategic adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Offer. Any response to the Offer should be made only on the basis of information contained in the Scheme Document. NetPlay Shareholders are advised to read the formal documentation in relation to the Offer carefully.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies as published by the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of NetPlay Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or NetPlay Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Betsson or required by the Takeover Code, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to NetPlay Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer is subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies

A copy of this Announcement and the Scheme Document will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Betsson's and NetPlay's websites at www.betssonab.com and www.netplaytv.com/offer, respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the contents of those websites are not incorporated into, and do not form part of, this Announcement.

NetPlay Shareholders may request a hard copy of this Announcement and/or the Scheme Document, free of charge and/or any information incorporated into them by reference to another source, by contacting Neville Registrars Ltd during business hours on [phone] or by submitting a request in writing to Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. NetPlay Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Information relating to NetPlay Shareholders

Addresses, electronic addresses and certain other information provided by NetPlay's Shareholders, persons with information rights and other relevant persons for the receipt of communications from NetPlay may be provided to Betsson during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

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March 23, 2017 07:56 ET (11:56 GMT)