Proposed placing and loan note conversion and approval of waiver to be granted by the Panel on Takeovers and Mergers
On 30 November 2004, the Board of betinternet.com plc, (‘betinternet’ or ‘the Company’) the global on-line gaming group, announced its preliminary results for the year ended 30 May 2004 and an update regarding its strategic review and fundraising, indicating that further details would be released once the terms of the fundraising were agreed.
The Board is now pleased to announce that the terms of the financing of £1 million have been agreed. It is intended to undertake a placing of 20 million new Ordinary Shares with Burnbrae Limited (‘Burnbrae’) at a price of 4p per share to raise a total of £800,000 for the Company before costs. In addition, the Burnbrae 6% convertible loan of £200,000 will convert to 5 million new Ordinary Shares in the Company.
The proposed placing and loan note conversion will increase the holding of Burnbrae and its connected parties to 34.72 per cent. of the issued ordinary share capital. Accordingly, before the proposed placing and loan note conversion can proceed, a waiver of Rule 9 of the City Code on Takeovers and Mergers (‘the City Code’) must be obtained from the Panel on Takeovers and Mergers (‘the Panel’) in respect of the increase in Burnbrae’s holding in the Company above 30 per cent. That waiver has been agreed by the Panel subject to approval, at an extraordinary general meeting, of the shareholders who are deemed independent of the proposed arrangement.
It is therefore proposed that an extraordinary general meeting of the Company be held at 11.00 am on 29 December 2004 to consider a resolution seeking the approval of the waiver by the Panel of any requirement under the City Code for Burnbrae and its connected parties to make a general offer under Rule 9 of the City Code.
Paul Doona, the independent director, considers, having been so advised by Williams de Broë Plc (“Williams de Broë”), that the placing and loan note conversion is in the best interests of shareholders as a whole and that the terms of the placing and loan note conversion are fair and reasonable insofar as shareholders are concerned.
The independent director also considers, having been so advised by Williams de Broë, that it is in the best interests of shareholders as a whole that a waiver of the requirements of Rule 9 of the City Code should be granted. In advising the independent director, Williams de Broë has taken into account the commercial assessment of the independent director.
A circular detailing the terms of the proposed placing and loan note conversion is being sent to shareholders today.