Netplay TV PLC Court sanction of the Scheme of Arrangement (8879A)

TIDMNPT

RNS Number : 8879A

Netplay TV PLC

29 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

29 MARCH 2017

RECOMMED CASH OFFER

for

NETPLAY TV PLC

by

BETSSON AB (publ)

COURT SANCTION OF THE SCHEME OF ARRANGEMENT

On 2 February 2017, the boards of directors of NetPlay TV plc ("NetPlay") and Betsson AB (publ) ("Betsson") announced that they had agreed the terms of a recommended cash offer pursuant to which the entire issued and to be issued share capital of NetPlay would be acquired by Betsson, to be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). A scheme document sent or otherwise made available to shareholders of NetPlay (the "Scheme Document"), containing further information on the Scheme, was published on 1 March 2017. The Scheme and its implementation was approved by the shareholders of NetPlay on 23 March 2017.

The boards of directors of NetPlay and Betsson are pleased to announce that the Court has today made an order to sanction the Scheme.

Accordingly, the last day of dealings in, and registration of transfers of, Ordinary Shares on AIM will be tomorrow, 30 March 2017, and trading in the Ordinary Shares on AIM will be suspended with effect from 7.30 a.m. on 31 March 2017.

The Scheme will become Effective on delivery of the Court Order to the Registrar of Companies, which is expected to take place on 31 March 2017, whereupon the entire issued ordinary share capital of NetPlay will be owned by Betsson and a further announcement will be made at that time.

NetPlay has applied to the London Stock Exchange for the cancellation of admission to trading of the Ordinary Shares on AIM, which is expected to take effect at 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.

Issue of Equity

NetPlay further announces that it has issued 14,795,601 ordinary shares of 1 1/14 pence each in NetPlay ("Ordinary Shares") pursuant to the exercise of options.

An application has been made for the above new Ordinary Shares to be admitted to trading on AIM which is expected to occur at 8.00 am on 30 March 2017 ("Admission").

Following Admission, NetPlay's issued share capital and total voting rights comprises 293,523,785 Ordinary Shares. No shares were held in treasury at the date of this announcement. The total current voting rights in NetPlay is therefore 293,523,785.

The above figure (293,523,785 Ordinary Shares) is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, NetPlay. The International Securities Identification Number (ISIN) of the Ordinary Shares is GB00BZBXBN29.

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

END

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March 29, 2017 05:51 ET (09:51 GMT)