22 Sep 2015 14:31
Sarrossa Plc ("Sarossa")
Agreement with GVC Holdings PLC ("GVC")
The Directors announce that on 4 September 2015, Sarossa entered into an agreement to subscribe, as described below, for £2.0 million of new GVC ordinary shares ( "GVC Shares") proposed to be issued by GVC in connection with its recommended offer for bwin.party digital entertainment plc ("bwin.party") (the "Offer"), which was announced by GVC on 4 September 2015.
Under the terms of the recommended offer, GVC is offering to acquire the entire issued and to be issued ordinary share capital of bwin.party. The Offer is intended to be effected by means of a scheme of arrangement (the "Scheme") under which bwin.party shareholders will be entitled to receive for each bwin.party share, 25 pence in cash and 0.231 new GVC Shares.
The Offer represents a value of approximately 129.64 pence per bwin.party share based on the closing price per GVC Share at the close of business on 3 September 2015 (being the latest practicable date prior to publication of the GVC announcement). On this basis, the Offer values the entire issued and to be issued ordinary share capital of bwin.party on a fully diluted basis at approximately £1.116 billion. Following completion, bwin.party shareholders will own approximately 66.6 per cent. of the enlarged group.
The cash consideration payable under the Offer will be funded by up to €400.0 million (approximately £291.3 million) of senior secured debt provided by Cerberus. In addition GVC proposes to raise approximately £150.0 million (approximately €206.0 million) by way of a placing of new GVC Shares to institutional investors, and a subscription of new GVC Shares by certain investors, under a fundraising at a subscription price of 422 pence per new GVC Share. The fundraising is conditional on the Offer and the Scheme becoming wholly unconditional and the net proceeds of the fundraising will be used by GVC, amongst other things, to fund reorganisation costs within the enlarged group and for general working capital purposes.
Sarossa has entered into an agreement with GVC to subscribe for 473,934 new GVC Shares at 422 pence per share under the above fundraising, which represents a potential commitment of £2.0 million. These 473,934 new GVC Shares would represent approximately 0.16 per cent. of GVC's enlarged group issued ordinary share capital assuming full acceptance of the Offer. As consideration for this commitment, Sarossa will be paid a placing participation commission cash amount equal to a maximum of 1% of the £2.0 million potential commitment. Sarossa has an existing holding of 343,053 GVC Shares equal to 0.56% of GVC's existing issued ordinary share capital so that Sarossa would hold a total of 816,987 GVC Shares assuming full acceptance of the Offer which would represent approximately 0.28 per cent. of GVC's enlarged group issued ordinary share capital.
Sarossa's £2.0 million commitment continues until the earlier of the date on which the Offer and the Scheme becomes wholly unconditional (which is expected to become effective in late Q4 2015 or in Q1 2016 subject to a long stop date of 31 March 2016). Sarossa will make a further announcement as soon as possible thereafter to confirm the number of new GVC Shares subscribed under this agreement.
In the 6 months ended 30 June 2015, GVC made a profit before taxation of Euro 17.7 million on revenue of Euro 120.9 million (Year ended 31 December 2014, profit before tax of Euro 40.6 million on revenue of Euro 224.8 million). Its net assets at 30 June 2015 amounted to Euro 137.1 million.
Further information on the Offer, GVC and bwin.party. is set out in the announcement of the Offer of 4 September 2015 and is available on the GVC website.
Contacts:
Sarossa Plc
Mike Bretherton, Chairman 01534 719761
WH Ireland Limited (Nominated adviser)
Chris Fielding, Head of Corporate Finance 020 7220 1650