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Thema: PartyGaming

  1. #1
    Casino Tester Avatar von Casoni
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    12.05.2005

    Completion of strategic review and appointment of Chairman and Deputy Chairman

    NOT FOR DISTRIBUTION IN, OR INTO, THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

    Completion of strategic review and appointment of Chairman and Deputy Chairman 12th May 2005 – In January 2005, PartyGaming Plc (“PartyGaming” or “the Group”) announced that it was undertaking a review of its strategic options. This review has now been completed. PartyGaming is pleased to announce 2004 revenues of $602 million (unaudited) and EBITDA (before share option expenses) of $391 million (unaudited). The Group is also pleased to announce the appointment of Michael Jackson, currently Chairman of Sage Group plc, as non-executive Chairman and of Brian Larcombe, formerly Chief Executive Officer of 3i Group plc, as non-executive Deputy Chairman. The Group is now considering the conclusions of the review in conjunction with Dresdner Kleinwort Wasserstein (“DrKW”). Richard Segal, Chief Executive Officer of PartyGaming said: “The financial performance of PartyGaming is a clear reflection of the growth in the online gaming market and specifically online poker. PartyGaming was one of the earliest entrants into this global industry and the Group’s ongoing investment in its organisational and IT infrastructure, customer service, marketing and payment processing have created the foundation for the Group’s growth to date. Any future decisions will be based upon PartyGaming’s record of strong profits growth and significant cash generation.”

    Regarding the appointments of Michael Jackson and Brian Larcombe, Richard Segal added: “I am delighted to be announcing the appointment of two highly experienced businessmen as our Chairman and Deputy Chairman. Their credentials and reputations speak for themselves and the Group considers itself fortunate to have recruited such highly respected individuals. The Group is already benefiting from their wise counsel and guidance.” -Ends- Contacts: Financial Dynamics Edward Bridges 020 7831 3113 PartyGaming Fergus Wheeler 020 7954 3943 Notes to Editors About PartyGaming PartyGaming (formerly iGlobalMedia) is a leading e-gaming company which owns a number of online poker, casino and bingo brands. PartyGaming’s sites include: �� PartyPoker (www.partypoker.com); �� Starluck Casino (www.starluckcasino.com); and �� PartyBingo (www.partybingo.com).

    PartyGaming is licensed and regulated by the Government of Gibraltar, where the Group has its headquarters. PartyPoker.com is the Group’s flagship brand, and accounts for the majority of the Group’s revenues. Launched in August 2001, PartyPoker.com is the world’s largest online multi-player poker room. Biographies of non-executive Directors Michael Jackson, Chairman Michael Jackson (55) is the Chairman of Sage Group plc (“Sage”), where he has been a director since 1984. Michael has helped Sage grow substantially to its current market capitalisation of over £2.5 billion. He is also Chairman of Elderstreet Investments Ltd, a City of London based venture capital and investment company. In addition, Michael is a director and investor in a number of quoted and unquoted companies. Michael qualified as a chartered accountant with Coopers & Lybrand and holds an MA in law from Cambridge University. Brian Larcombe, Deputy Chairman Brian Larcombe (51) recently retired from a long and successful career at 3i Group plc (“3i”). He served as Finance Director of 3i from 1992 to 1997 and as Chief Executive Officer from 1997 until 2004. He is currently a Non-Executive Director of Smith & Nephew plc and of F&C Asset Management plc and is a former Chairman of the British Venture Capital Association. Stabilisation/FSA

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  3. #2
    Casino Tester Avatar von Casoni
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    02.06.2005

    Intention to float

    2 June 2005

    THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES, CANADA,
    JAPAN OR AUSTRALIA OR TO A US PERSON OR TO RESIDENTS, NATIONALS
    OR CITIZENS OF CANADA, JAPAN OR AUSTRALIA.


    PartyGaming Plc
    (“PartyGaming” or the “Company” and, together with its subsidiaries, the “Group”)
    Results for the year ended 31 December 2004 and the three months ended 31 March 2005
    Intention to seek a listing on the London Stock Exchange

    PartyGaming, one of the world’s leading online gaming companies, today announces that
    following the conclusion of a strategic review which was initiated in January 2005, it intends to
    seek a full listing on the London Stock Exchange, subject to market conditions. The listing will be
    achieved through an offer of existing shares to institutional investors (the “Offer”). The Offer is
    expected to be completed by the end of June 2005.

    Key financial highlights
    US$ million (consolidated unaudited) Year ended 31 December
    3 months
    ended 31
    March
    2002 2003 2004 (1) 2005 (1)
    Revenue 30.1 153.1 601.6 222.6
    Profit from operating activities 5.8 89.2 383.2 128.3
    Profit before tax 5.8 89.2 371.7 125.6
    Profit after tax 4.7 83.6 350.1 117.4
    Operating cashflow (2) 6.4 90.4 391.0 134.6
    (1) Including share option costs in accordance with IFRS
    (2) Operating cashflow before movements in working capital and provisions
    Q1 2005 results
    · Revenue up 93% on Q1 2004 and up 15 % on Q4 2004
    · Profit from operating activities up 81% on Q1 2004 and up 5% on Q4 2004
    · Profit before tax up 77% on Q1 2004 and up 6% on Q4 2004
    Key features of PartyGaming
    · Owns and operates the world’s largest online poker brand, PartyPoker:
    - Global leading market share by revenue and players
    - One of the highest growth segments of the online gaming market
    - Scalable and robust systems regularly hosting over 70,000 simultaneous players
    · Owns other gaming brands including Starluck Casino and PartyBingo
    · Operations are licensed and regulated in Gibraltar
    · Over 1,000 employees in three countries: Gibraltar (head office: 126), UK (marketing: 57) and
    India (customer support, transaction support and software development: 925)
    · Strong and experienced management team led by Richard Segal, Chief Executive Officer
    (formerly Chief Executive of Odeon Cinemas)
    · Appointment of three additional Non-Executive Directors (Lars Berg, Nigel Kenny and Rod
    Perry – see “Management”) strengthens the non-executive team led by Michael Jackson,
    Non-Executive Chairman, and Brian Larcombe, Deputy Chairman and Senior Non-Executive
    Director

    -2-
    The Offer
    · Upon admission of the shares in PartyGaming to the Official List of the UKLA and to trading
    on the LSE (“Admission”), up to 23% (including the over-allotment option) of the shares in
    issue are expected to be sold in the Offer by selling shareholders, which are expected to
    include the founders and certain members of the management team
    · Upon Admission, 5.6% of the Company’s issued share capital will be allotted to a
    PartyGaming employee trust. Nil-cost share options have been granted over some of these
    shares to participants in the PartyGaming share option plan ahead of the IPO and the
    balance will be reserved for future option grants
    · Dresdner Kleinwort Wasserstein Limited is acting as sponsor and Dresdner Kleinwort
    Wasserstein Securities Limited is acting as global co-ordinator and bookrunner for the Offer
    Commenting on these results and the intended IPO, Richard Segal, Chief Executive
    Officer, said today:

    “These results are further evidence of the growth in the online gaming market and specifically
    online poker. PartyGaming was one of the earliest entrants into this industry, and the Company’s
    investment in IT infrastructure, high quality customer service, and marketing have created the
    foundation for PartyGaming’s significant growth to date, and have been fundamental in capturing
    significant market share in the online poker market. Our success is in large part due to the hard
    work and commitment of our people. This will be recognised through the issue of a significant
    tranche of options to them ahead of the IPO.

    “Our future strategy is clear: we intend to drive organic growth through the further penetration of
    our core markets, building the “Party” brand in broader geographic regions, creating new games
    and exploiting new channels to market such as wireless applications. In addition, the online
    gaming market is fragmented and geographically diverse which presents opportunities for
    strategic acquisitions and market consolidation.
    “A listing will provide us with a solid foundation to achieve these goals as well as bringing further
    transparency and credibility to the Group internationally.
    “PartyGaming is a highly profitable and cash generative business. Our focus will be to deliver
    attractive returns for our shareholders through a combination of the growth of the business and
    through the payment of dividends.”

    Michael Jackson, Chairman, added:
    “PartyGaming’s success represents the culmination of the hard work undertaken by all
    employees of the business. The focus on providing a high quality gaming experience to
    PartyGaming’s customers has been central to the Group’s success – it is now a market leader in
    a segment of the online gaming market which has seen very high growth.
    “I am delighted to be associated with the Company and look forward to working with the
    management team in taking PartyGaming forward as a listed company.”

    Contacts:
    PartyGaming Plc On 2 June 2005: 020 7831 3113
    Richard Segal, Chief Executive Officer Thereafter: +350 78700 (Gibraltar)
    Martin Weigold, Group Finance Director
    Peter Reynolds, Director of Investor Relations
    Dresdner Kleinwort Wasserstein 020 7623 8000
    Chris Airey, Equity Capital Markets
    Chris Treneman, Corporate Finance & Origination
    Financial Dynamics 020 7831 3113
    Edward Bridges / Juliet Clarke
    Photographs of the management team can be downloaded from www.vismedia.co.uk

    -3-
    FURTHER INFORMATION ON PARTYGAMING
    Introduction
    Since the foundation of the Group’s business in 1997, PartyGaming has grown to become one of
    the largest online gaming companies in the world. Based in Gibraltar, PartyGaming owns and
    operates PartyPoker.com, the world’s largest online poker brand (based on revenue and number
    of players). It also operates other online gaming sites, including StarluckCasino.com and
    PartyBingo.com. The Directors believe that the Group’s market leading position has been
    achieved through:
     highly effective online and offline sales and marketing activities, driving customer
    acquisition and retention
     investment in a technology platform which is robust and scalable
     timely entry to the online poker market
     offering a wide range of fast and convenient methods for customers to pay-in and
    withdraw funds
     providing a high level of customer support, thereby enhancing the customer experience
    and promoting customer loyalty
    PartyGaming’s principal revenue stream comes from online poker, which in 2004 generated
    $553.0 million, representing approximately 92% of the Group’s revenue and 93% (before
    unallocated corporate overheads) of the Group’s profit before tax of $371.7 million. The Group
    also offers online casino and bingo, which together generated $48.6 million in revenue in 2004,
    representing approximately 8% of the Group’s revenue and 7% (before unallocated corporate
    overheads) of profit before tax.

    In the period ended 31 March 2005, the Group continued to make good progress with revenues
    of $222.6m, up 15% on the fourth quarter of the year ended 31 December 2004 (Q4 2004), profit
    from operating activities of $128.3m, up 5% on Q4 2004 and profit before tax of $125.6m, up 6%
    on Q4 2004. As at 31 March 2005, PartyPoker.com had over 1.0 million registered real money
    players, of which 0.4 million were active (defined as having generated revenue in the month of
    March 2005).

    PartyGaming’s Products

    Poker
    Through PartyPoker.com, the Group acts as the host or facilitator for people who want to play
    poker online. This means that the customers of PartyPoker play against one another, with the
    Group taking no principal gaming risk. In return for facilitating these games, PartyPoker charges
    its customers a type of commission known as “rake”. Customers can either compete online
    against each other on individual tables (“ring games”), where up to 10 players play on each table,
    or participate in tournaments where individuals compete against each other on either a singletable
    or a multi-table knock-out basis. Ring games accounted for approximately 72% of the
    Group’s poker revenues in 2004.

    Casino and bingo
    PartyGaming also operates a casino and bingo business through various websites, including
    StarluckCasino.com and PartyBingo.com. The Group’s casino offering includes slots, blackjack,
    roulette, craps and baccarat. The Group takes principal gaming risk in casino and bingo games.
    Casino revenue represents the net win, being the amount wagered, less player winnings and any
    change in liability of progressive prize pools. Bingo revenue represents player buy-ins less
    pay-outs.

    -4-
    Financial performance: segmental analysis of turnover
    US$ million (consolidated unaudited) Year ended 31 December
    3 months
    ended 31
    March
    2002 2003 2004 (2) 2005 (2)
    Revenue
    - Poker 9.7 123.7 553.0 210.3
    - Casino/bingo 19.2 29.4 48.6 12.3
    - Other(1) 1.2 - - -
    Total revenue 30.1 153.1 601.6 222.6
    Profit from operating activities 5.8 89.2 383.2 128.3
    Profit before tax 5.8 89.2 371.7 125.6
    Profit after tax 4.7 83.6 350.1 117.4
    Operating cashflow (3) 6.4 90.4 391.0 134.6
    (1) Other revenue represents revenue derived from activities no longer pursued by the Group
    (2) Including share option costs in accordance with IFRS
    (3) Operating cashflow before movements in working capital and provisions
    The Group’s operating results are affected by seasonality. In 2003 and 2004, the Group
    experienced lower levels of revenue per player per day during the second quarter of the year
    ahead of an increase in activity in the third quarter. The seasonality of the Group’s operating
    results is expected to become more apparent as growth rates moderate, particularly in the poker
    market.

    Current Trading
    The current financial year has begun well. Player sign ups have been encouraging and
    marginally ahead of expectations. In the first quarter of 2005, the Group demonstrated a strong
    revenue and profit performance. As in 2003 and 2004, the second quarter is likely to reflect the
    lower levels of revenue per player per day described above. In addition, increased competition
    and the launch of a number of planned marketing activities have increased marketing costs
    significantly compared with the first quarter. Further costs in connection with the listing of the
    Group will also be incurred in the second quarter. However, the Directors remain confident in the
    Group’s trading and financial prospects for the current financial year.

    PartyGaming’s key strengths
    The Directors believe that PartyGaming has a number of key strengths that provide it with a
    competitive advantage when compared to other market participants and potential market
    entrants. These key strengths include:
    · Strength and depth of management
    · High margin business model with strong cash generation
    · Significant brand recognition
    · Market leading player liquidity
    · Robust and scalable IT systems
    · Proven customer acquisition and retention programmes
    · Wide variety of customer pay-in and pay-out methods
    · Responsive 24/7 customer service
    · Well developed fraud control capabilities

    Market background
    · The online gaming market has experienced rapid growth in recent years, fuelled by the
    growth of internet penetration worldwide, increasing customer demand and increasing

    -5-
    investment by industry players in product development, payment processing and marketing,
    although the Directors expect that the significant rates of growth in the online gaming market,
    including the online poker market, experienced in recent years will moderate
    · Christiansen Capital Advisers LLC, a specialist gaming consultancy, estimates that:
    - Online gaming will be the most rapidly growing segment of the global gaming market
    Revenues 2004 2009 (est.) CAGR
    Global gaming market $243bn $282bn 3%
    Online gaming $8.2bn $22.7bn 22%
    % market share 3.4% 8.1%
    - and online poker will be one of the fastest growing games within the online segment
    Revenues 2004 2009 (est.) CAGR
    Poker $1.0bn $6.4bn 44%
    Other online gaming segments $7.2bn $16.3bn 18%
    PartyGaming’s strategy
    PartyGaming intends to pursue a strategy aimed at delivering sustainable growth in earnings and
    shareholder value. The key strategies of the Board are to:
     continue to promote and develop the Group’s market leading online poker business in its
    existing core markets
     expand the Group’s customer reach through increasing the awareness of the “Party”
    brand in markets outside the US
     continue to focus on customer support, over time providing customer support in additional
    languages and pay-in and pay-out options for additional countries and currencies
     continue to provide a robust and scalable gaming platform, leveraging leading
    technologies
     enhance the business through the integration of the Group’s existing brands under a
    single brand with unified customer accounts and introduce new games under the “Party”
    brand
     acquire complementary businesses and new games where appropriate opportunities
    arise
     broaden the accessibility of the Group’s games by using new technology channels, such
    as wireless applications
    Licensing, regulation and operations
    PartyGaming is headquartered in Gibraltar, where the Group’s technical, marketing, payment
    processing, customer service, accounting and administrative operations are controlled and
    managed. All Group gaming activities are undertaken from Gibraltar, regulated by the Gibraltar
    Gaming Ordinance, under a remote gaming licence from the Government of Gibraltar.

    In addition to its operations in Gibraltar, the Group sub-contracts certain technical, customer
    support and transaction services from a wholly-owned business process outsourcing services
    subsidiary based in Hyderabad, India, and certain marketing services from a wholly-owned
    marketing subsidiary based in London.
    The Group’s primary gaming servers are based in Gibraltar (casino and bingo) and Kahnawake,
    Canada (poker), where the Group holds a secondary gaming licence granted by the Kahnawake
    Gaming Commission.
    Listing particulars containing information on PartyGaming as well as on the uncertain regulatory
    position of online gaming in most countries, and other risk factors, will be published in due
    course.

    -6-
    Management Team
    Michael Jackson: Non-Executive Chairman
    Michael Jackson joined the Group in March 2005 and became non-executive Chairman of
    PartyGaming in May 2005. He is Chairman of the FTSE 100 software group, the Sage Group plc,
    which he has taken from a capitalisation of £1 million in 1983 to its current level of over £2 billion.
    Mr Jackson is also Chairman of the venture capital and investment company, Elderstreet
    Investments Limited, which he founded prior to its acquisition by Dresdner Kleinwort Capital in
    2000 and subsequent sale back to management in 2003. Mr Jackson is also a director and
    investor in a number of quoted and unquoted companies, including Computer Software Group
    plc, Mediasurface plc, Planit Holdings plc, Netstore plc and Micromuse, Inc. Mr Jackson holds an
    MA in law from Cambridge University and qualified as a Chartered Accountant with Coopers &
    Lybrand before spending five years in marketing for various US multi-national companies.
    Richard Segal: Chief Executive Officer

    Richard Segal joined PartyGaming on 25 August 2004. Before joining the Group, Mr Segal was
    for the period 1997 to 2003 managing director and then chief executive officer of Odeon Limited
    (“Odeon”). During this time, Odeon was owned by The Rank Group Plc (“Rank Group”) until
    February 2000, when Mr Segal led a management buy-out of Odeon from the Rank Group
    backed by Cinven Limited (“Cinven”). Under Mr Segal’s leadership, Odeon grew revenues and
    profitability significantly and was effectively integrated with ABC Cinemas Limited, a company
    already owned by Cinven at the time of the Odeon acquisition. In March 2003, Mr Segal led the
    successful sale of Odeon to a consortium led by WestLB Bank for £431 million. In June 2003, Mr
    Segal and Odeon were recognised by the cinema industry as European Cinema Operator of the
    Year. By the end of his tenure, Odeon was generating an annual EBITDA of over £45 million and
    had approximately 4,000 employees.

    Latterly during his employment with Rank Group, Mr Segal was a member of Rank Group’s
    Executive Committee, which comprised the chief executive officer and his direct reports. During
    his employment period with the Rank Group, which spanned from 1988 to 2000, Mr Segal held a
    number of senior management positions, including managing director of the Entertainment Sector
    (comprised of Rank Group’s cinema, night scene and family entertainment businesses) and
    operations director of Mecca Bingo. Mr Segal was also the project manager for Rank Group’s
    application for a licence, in 1994, to operate the UK National Lottery. Prior to working for the Rank
    Group, Mr Segal worked for Arthur Andersen in its London audit practice. He holds a BA in
    economics from Manchester University and is a member of the Institute of Chartered Accountants
    of England and Wales.

    Martin Weigold: Group Finance Director
    Martin Weigold joined PartyGaming on 4 January 2005. Prior to joining the Group, Mr Weigold
    was the chief financial officer of Jetix Europe NV, formerly Fox Kids Europe NV, for five years
    from its flotation on Euronext in 1999. During the time Mr Weigold was chief financial officer for
    Jetix Europe NV, the company grew substantially to revenues of approximately $165 million,
    EBITDA of $51 million and 38 million subscribers across 58 countries and a market capitalisation
    of over $1.45 billion. Before holding this position, he was the vice president of finance of Walt
    Disney Television International for four years and, previously, he was an assistant director of
    Guinness Mahon Development Capital for six years following a three year period as a
    management consultant with Arthur Andersen. Mr Weigold holds a BSc in economics and
    accounting from Bristol University and is a member of the Institute of Chartered Accountants of
    England and Wales.

    Anurag Dikshit: Group Operations Director
    Anurag Dikshit joined the Group in 1998. Prior to joining the Group, Mr Dikshit worked as a
    development engineer at CMC, systems analyst at Websci and consultant for AT&T. He holds a
    Bachelor of Technology in computer science and engineering from the Indian Institute of
    Technology in New Delhi.

    Vikrant Bhargava: Group Marketing Director
    Vikrant Bhargava’s experience prior to joining the Group included positions as a credit officer at
    the Bank of America, responsible for managing credit exposure and revenue for a portfolio of
    corporate clients, and a business analyst at British Gas in the business development division. Mr
    Bhargava has an MBA from the Indian Institute of Management, Kolkata and graduated with a

    -7-
    Bachelor of Technology in electrical engineering from the Indian Institute of Technology in New
    Delhi.
    Brian Larcombe: Deputy Chairman and Senior Non-Executive Director
    Brian Larcombe joined the Group in April 2005 and became Deputy Chairman and Senior
    Non-Executive Director of PartyGaming in May 2005. Mr Larcombe recently retired from a long
    and successful career at 3i Group plc. He served as finance director of 3i from 1992 to 1997 and
    as chief executive officer from 1997 until 2004. He is currently a non-executive director of Smith
    & Nephew plc and of F&C Asset Management plc and a former chairman of the British Venture
    Capital Association.

    Lars Berg: Non-Executive Director
    Lars Berg joined the Group in April 2005 and became a Non-Executive Director of PartyGaming
    in May 2005. Since August 2000, Mr Berg has been a non-executive board member of several
    European technology and telecommunications companies including Telefonica Moviles, Eniro,
    Net Insight and Ratos. In March 1999, he joined the executive board of Mannesmann AG,
    Dusseldorf, Germany, as head of its Telecommunications Business, and from 1994 until 1999 he
    was president and chief executive officer of Telia AB, a telecommunications operator in the
    Nordic/Baltic area. Between 1970 and 1994 he held various management positions in the
    Ericsson Group.

    Nigel Kenny: Non-Executive Director
    Nigel Kenny joined the Group and became a Non-Executive Director of PartyGaming in
    May 2005. From 1999 until 2002, Mr Kenny was Group Executive Director of Finance at
    Standard Chartered plc. Mr Kenny joined Standard Chartered in 1992 as Group Head of Audit
    and held a number of senior positions during his tenure, including Regional General Manager for
    UK & Europe, Group Head of Strategy and Group Head of Corporate and Institutional Banking
    Operations. Mr Kenny is a chartered accountant, having qualified with PriceWaterhouse in
    London, and was with Chase Manhattan Bank for 13 years prior to joining Standard Chartered.
    Since leaving Standard Chartered he has worked in the private equity sector.

    Rod Perry: Non-Executive Director
    Rod Perry joined the Group in April 2005 and became a Non-Executive Director of PartyGaming
    in May 2005. Mr Perry has been an executive director at 3i Group plc since 1999, latterly
    responsible for venture capital investment activities worldwide. He joined 3i in 1985 as an
    industrial adviser and became head of Information Systems in 1989. Mr Perry was appointed to
    the executive committee in 1996 with responsibility for group services and later Asia Pacific
    investment. He will retire from the 3i Board in July 2005.

    The contents of this announcement, which have been prepared by and are the sole responsibility
    of PartyGaming Plc, have been approved solely for the purposes of section 21(2)(B) of the
    Financial Services and Markets Act 2000 by Dresdner Kleinwort Wasserstein Limited of 20
    Fenchurch Street, London EC3P 3DB. Dresdner Kleinwort Wasserstein Limited, which is
    authorised and regulated by the Financial Services Authority, is acting for PartyGaming Plc in
    connection with the Offer and for no one else and will not be responsible to anyone other than
    PartyGaming Plc for providing the protections afforded to customers of Dresdner Kleinwort
    Wasserstein Limited or for providing advice in relation to the Offer, the contents of this
    announcement or any matters referred to herein.

    The Offer is being made in the United Kingdom by means of an institutional offer. The Offer and
    the distribution of this announcement and other information in connection with the Offer in certain
    jurisdictions may be restricted by law and persons into whose possession any document or other
    information referred to herein comes should inform themselves about and observe any such
    restriction. Any failure to comply with these restrictions may constitute a violation of the securities
    laws of any such jurisdiction.

    This announcement does not constitute or form part of any offer or invitation to sell or issue, or
    any solicitation of any offer to purchase or subscribe for, any securities and any purchase of or
    application for securities of PartyGaming pursuant to the Offer should only be made on the basis
    of the information contained in the formal listing particulars to be issued in connection with the
    Offer (the “Listing Particulars”). The price and value of securities may go up as well as down.
    Persons needing advice should contact a professional adviser.

    -8-
    Shares in PartyGaming have not been and will not be registered under the US Securities Act of
    1933 (as amended) or the applicable securities laws of Australia, Canada or Japan and may not
    be offered or sold within the United States, Australia, Canada or Japan or to, or for the account or
    benefit of, US persons or citizens or residents of Australia, Canada or Japan.
    This announcement includes 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”, “projects”, “anticipates”,
    “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or
    comparable terminology. These forward-looking statements include matters that are not historical
    facts and include statements regarding PartyGaming’s intentions, beliefs or current expectations
    concerning, among other things, PartyGaming’s results of operations, financial condition, liquidity,
    prospects, growth, strategies and the online gaming industry.

    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, the factors to be described in the risk factors section of
    the Listing Particulars (in particular the legal and regulatory risks relating to online gaming), and
    the factors to be described in the financial review and prospects section of the Listing Particulars.
    Forward-looking statements may and often do differ materially from actual results. Any forwardlooking
    statements in this announcement reflect PartyGaming’s view with respect to future events
    as at the date of this announcement and are subject to risks relating to future events and other
    risks, uncertainties and assumptions relating to the PartyGaming group’s operations, results of
    operations, growth strategy and liquidity. Save as required by law or by the Listing Rules of the
    UK Listing Authority, PartyGaming undertakes no obligation publicly to release the results of any
    revisions to any forward-looking statements in this announcement that may occur due to any
    change in its expectations or to reflect events or circumstances after the date of this
    announcement.

    Information in this announcement or any of the documents relating to the Offer cannot be relied
    upon as a guide to future performance.
    Stabilisation / FSA

  4. #3
    Casino-Spieler Avatar von Cabo
    Registriert seit
    28.12.2004
    Beiträge
    385

    Standard

    27.06.2005

    PartyGaming offer price

    27 June 2005 THIS DOCUMENT MAY NOT BE DISTRIBUTED IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO A US PERSON OR TO RESIDENTS, NATIONALS OR CITIZENS OF CANADA, JAPAN OR AUSTRALIA.

    PartyGaming Plc (“PartyGaming” or the “Company” and, together with its subsidiaries, the “Group”) Announces Offer Price of 116 pence per Share PartyGaming, one of the world’s leading online gaming companies, today announces the successful pricing of its offer of existing ordinary shares (“Shares”) to institutional investors (the “IPO” or the “Offer”). • The offer price has been set at 116p per ordinary share (the “Offer Price”). • Based upon the Offer Price, the market capitalisation of PartyGaming at the commencement of conditional dealings will be £4.64 billion. Conditional dealings are expected to commence on the London Stock Exchange at 8:00am today under the ticker symbol PRTY.

    Supplementary listing particulars are expected to be published later today.

    • The Offer consists of 781.6 million existing PartyGaming ordinary shares (prior to the exercise of the over-allotment option of up to 115.3 million Shares).

    • It is expected that admission of PartyGaming’s ordinary shares to the Official List of the London Stock Exchange (“Admission”) will become effective and unconditional dealings will commence at 8:00am on 30 June 2005.

    • Dresdner Kleinwort Wasserstein Limited is acting as sponsor to PartyGaming in relation to the Offer and Dresdner Kleinwort Wasserstein Securities Limited (“DrKW”) is acting as sole global co-ordinator and bookrunner. Calyon, Commerzbank Corporates & Markets, Enskilda Securities, HVB Corporates & Markets, ING Wholesale Banking and Mediobanca - Banca di Credito Finanziario S.p.A., are acting as co-lead managers. Richard Segal, Chief Executive, commented: “We are delighted that the IPO has received an excellent response from major UK and international institutional investors. The listing will reinforce the Group’s position as one of the world’s leading online gaming companies and enhance the Group’s profile as we seek to expand internationally.” Contacts: PartyGaming Plc On 27 June 2005: 020 7831 3113 Richard Segal, Chief Executive Officer Thereafter: +350 78700 (Gibraltar) Martin Weigold, Group Finance Director Peter Reynolds, Director of Investor Relations Dresdner Kleinwort Wasserstein 020 7623 8000 Chris Airey, Equity Capital Markets Chris Treneman, Corporate Finance & Origination

    Financial Dynamics 020 7831 3113 Edward Bridges / Juliet Clarke Photographs of the management team can be downloaded from www.vismedia.co.uk OFFER STATISTICS Offer Price 116p Number of existing Shares being offered(1)(2) 781,629,050 Number of Shares subject to the Over-allotment Option 115,260,000 Percentage of issued share capital being offered in the Offer(1)(3) 20.6 per cent. Number of Shares in issue on Admission(4) 4,000,000,000 Number of Shares to be held by the employee trust on Admission(5) 197,416,450 - Number of Shares subject to unvested or unexercised options 120,145,350 - Number of unallocated Shares available for future grants of options 77,271,100 Market capitalisation of PartyGaming at the Offer Price(4) £4.64 billion 1. Not including any Over-allotment Shares that may be sold pursuant to the Over-allotment Option. 2. Consisting of 755,200,000 Shares to be sold by existing shareholders and 26,429,050 Shares to be sold by the employee trust in respect of options which will be exercised upon Admission. The Company will not receive any proceeds from the Offer. 3. Excluding 197,416,450 Shares to be held by the employee trust on Admission, in respect of which the trustee has waived all dividend and voting rights. 4. Including 197,416,450 Shares to be held by the employee trust on Admission, in respect of which the trustee has waived all dividend and voting rights. Application for Admission has been made in respect of all 4,000,000,000 Shares. 5. Excluding Shares to be sold by the employee trust in the Offer. The trustee has waived all dividend and voting rights in respect of these 197,416,450 Shares. The contents of this announcement, which have been prepared by and are the sole responsibility of PartyGaming, have been approved solely for the purposes of section 21(2)(B) of the Financial Services and Markets Act 2000 by Dresdner Kleinwort Wasserstein Limited of 20 Fenchurch Street, London EC3P 3DB. Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated by the Financial Services Authority, is acting for PartyGaming in connection with the Offer and for no one else and will not be responsible to anyone other than PartyGaming for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited or for providing advice in relation to the Offer, the contents of this announcement or any matters referred to herein. The Offer is being made in the United Kingdom by means of an institutional offer. The Offer and the distribution of this announcement and other information in connection with the Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities and any purchase of, or application for, securities of PartyGaming pursuant to the Offer should only be made on the basis of the information contained in the formal listing particulars issued in connection with the Offer on 14 June 2005 and the supplementary listing particulars expected to be issued in connection with the Offer today. The price and value of securities may go up as well as down. Persons needing advice should contact a professional adviser.

    Shares in PartyGaming have not been and will not be registered under the US Securities Act of 1933 (as amended) or the applicable securities laws of Australia, Canada or Japan and may not be offered or sold within the United States, Australia, Canada or Japan or to, or for the account or benefit of, US persons or citizens or residents of Australia, Canada or Japan. This announcement includes statements that are, or may be deemed to be, “forward-looking statements”. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement reflect PartyGaming’s view with respect to future events as at the date of this announcement. Save as required by law or by the Listing Rules of the UK Listing Authority, PartyGaming undertakes no obligation publicly to release the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Stabilisation / FSA

    Terms and Conditions of the Offer

    1 Introduction
    These terms and conditions apply to persons making an offer to purchase Shares under the Offer and any person confirming agreement to purchase Shares on behalf of an Investor. References in these terms and conditions to Shares shall be deemed, where the context requires, to include references to the depositary interests (the “Depositary Interests”) in respect of the underlying Shares, details of which are set out in Part 9 of the supplementary listing particulars to be issued by the Company on or around 27 June 2005 (the “Supplementary Listing Particulars”). Successful applicants in the Offer will be allocated Depositary Interests. Each person to whom these conditions apply, as described above, who confirms his agreement to purchase Shares under the Offer (the “Investor”) hereby agrees with each of Dresdner Kleinwort Wasserstein Securities Limited, Dresdner Bank AG (London Branch), the Company, the Selling Shareholders (as defined in the Supplementary Listing Particulars) and the Company’s registrar (the “Registrar”) to be bound by these terms and conditions as being the terms and conditions upon which Shares will be sold under the Offer. An Investor shall, without limitation, become so bound if Dresdner Kleinwort Wasserstein Securities Limited confirms to such Investor (i) the Offer Price and (ii) its allocation. The Supplementary Listing Particulars consist of the text of the listing particulars relating to the Company dated 14 June 2005 (the “Listing Particulars”) updated to take account of the determination of the Offer Price, the number of Shares to be sold in the Offer by the Selling Shareholders and certain other matters as described therein.

    2 Agreement to Acquire Shares
    Conditional on (i) Admission occurring and becoming effective by 8.00 a.m. on or prior to 30 June 2005 (or such later date as the Company, certain of the Selling Shareholders and Dresdner Bank AG (London Branch) may agree (not being later than 10 July 2005)) and (ii) the confirmation mentioned under paragraph 1 above, the Investor agrees to purchase from the Selling Shareholders, at the Offer Price, the number of Shares allocated to it under the Offer in accordance with the arrangements described in Part 8 of the Supplementary Listing Particulars and the terms and conditions set out in this announcement. Settlement of such purchases shall be effected by the issue to Investors of Depositary Interests. To the fullest extent permitted by law, each Investor acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights such Investor may have.

    3 Payment for Shares
    Each Investor undertakes to pay the Offer Price for the Shares sold to such Investor in such manner as shall be directed by Dresdner Kleinwort Wasserstein Securities Limited. Other than as a result of any breach of paragraph 4.10 below, no Investor will be liable for any UK stamp duty and/or SDRT in respect of the sale to such Investor of such Shares (or the issue of Depositary Interests in respect of such Shares). In the event of any failure by an Investor to pay the Offer Price as so directed by Dresdner Kleinwort Wasserstein Securities Limited, the relevant Investor shall be deemed hereby to have appointed Dresdner Kleinwort Wasserstein Securities Limited or any nominee of Dresdner Kleinwort Wasserstein Securities Limited to sell (in one or more transactions) any or all of the Shares in respect of which payment shall not have been made as so directed and to have agreed to indemnify on demand Dresdner Kleinwort Wasserstein Securities Limited in respect of all costs, damages, losses, expenses and liabilities incurred by Dresdner Kleinwort Wasserstein Securities Limited arising out of or in connection with such failure.

    4 Representations and Warranties
    Upon becoming bound to purchase Shares allocated to it under the Offer, each Investor and, in the case of paragraphs 4.10, and 4.12 below, any person acting on behalf of an Investor, is deemed to: 4.1 represent and warrant that, in agreeing to purchase Shares under the Offer, the Investor is relying only on the Listing Particulars, the Supplementary Listing Particulars and further supplementary listing particulars (if any) issued by the Company, and not on any other information or representation concerning the Company or the Offer. Each Investor agrees that none of the Company, the Selling Shareholders, the Registrar, Dresdner Kleinwort Wasserstein Securities Limited, Dresdner Bank AG (London Branch) or any of their respective affiliates, officers or directors will have any liability for any such other information or representation; 4.2 represent and warrant that, such Investor is a person falling within: 4.2.1 paragraph 3(a) of Schedule 11 of the Financial Services and Markets Act 2000 (“FSMA”), being a person whose ordinary activities involve the acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; or 4.2.2 Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended and undertakes that it will acquire, hold, manage or dispose of any Shares acquired by it for the purposes of its business; 4.3 represent and warrant that it has not offered or sold and, prior to Admission, will not offer or sell any Shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulation 1995, as amended; 4.4 represent and warrant that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the purchase of the Shares in, from or otherwise involving the United Kingdom; 4.5 represent and warrant that it is entitled to purchase the Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities and none of the parties mentioned under paragraph 4.1 above will infringe any laws as a result of such Investor’s agreement to purchase Shares or any actions arising from such Investor’s rights and obligations under the Investor’s agreement to purchase Shares or under the Articles of Association of the Company (the “Articles”); 4.6 acknowledge that the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the applicable securities legislation of Australia, Canada or Japan; 4.7 represent and warrant that: 4.7.1 it is not, and at the time the Shares are purchased, will not be purchasing on behalf of a US citizen or a citizen or resident of Australia, Canada, India, Gibraltar or Japan; 4.7.2 it is not in the United States (within the meaning of Regulation S of the Securities Act (“Regulation S”)), Australia, Canada, India, Gibraltar or Japan;


    4.7.3 it is purchasing the Shares in an offshore transaction in accordance with Regulation S; 4.8 acknowledge that the Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority; 4.9 acknowledge the participation in the Offer is on the basis that for the purposes of the Offer it is not and will not be a client or customer of Dresdner Kleinwort Wasserstein Securities Limited and that Dresdner Kleinwort Wasserstein Securities Limited has no duties or responsibilities to it for providing advice in relation to the Offer; 4.10 represent and warrant that the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services); 4.11 represent and warrant that it has complied with its obligations relating to money laundering under the Criminal Justice Act 1993 and the Money Laundering Regulations (1993) (the ”Regulations”) and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 4.12 in the case of a person who confirms to Dresdner Kleinwort Wasserstein Securities Limited on behalf of any Investor an agreement to purchase Shares, represent and warrant that he has authority to do so on behalf of the Investor as provided under paragraph 1 above; 4.13 if the Investor is a natural person, represent and warrant that such Investor is not under the age of majority (18 years of age in the United Kingdom) on the date of such Investor’s agreement to purchase Shares under the Offer and will not be any such person on the date any such offer is accepted; and 4.14 acknowledge and understand that Dresdner Kleinwort Wasserstein Securities Limited, Dresdner Bank AG (London Branch), the Company, the Selling Shareholders and the Registrar and others will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgements.

    5 Supply and Disclosure of Information
    If any of Dresdner Kleinwort Wasserstein Securities Limited, Dresdner Bank AG (London Branch), the Company, any of the Selling Shareholders and the Registrar or any of their agents request any information about an Investor’s agreement to purchase Shares, such Investor must promptly disclose it to them. 6 Miscellaneous The rights and remedies of Dresdner Kleinwort Wasserstein Securities Limited, Dresdner Bank AG (London Branch), the Company, the Selling Shareholders and the Registrar under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others. Each Investor who is a discretionary fund manager may be asked to disclose, in writing or orally, to Dresdner Kleinwort Wasserstein Securities Limited the jurisdiction in which the funds are managed or owned. Any documents sent to Investors in connection with the purchase of the Shares will be sent at the Investor’s risk. They may be sent by post to such Investor at an address notified to Dresdner Kleinwort Wasserstein Securities Limited.

    Each Investor agrees to be bound by the Articles (as amended from time to time) and the deed poll relating to the Depositary Interests (as described in Part 9 of the Supplementary Listing Particulars) once the Shares which such Investor has agreed to purchase have been transferred to such Investor. The contract to purchase Shares and the appointments and authorities mentioned herein will be governed by, and construed in accordance with, the laws of England. For the exclusive benefit of the parties mentioned under paragraph 1 above, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction. In the case of a joint agreement to purchase Shares, references to an “Investor” in these terms and conditions are to each of such Investors and such Investors’ liability is joint and several. Dresdner Kleinwort Wasserstein Securities Limited, Dresdner Bank AG (London Branch), the Company and the Selling Shareholders expressly reserve the right to modify the terms and conditions of the Offer at any time before an Investor’s agreement to purchase Shares becomes binding in accordance with paragraph 1 above.

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    30.06.2005

    Notice of interim results

    30 June 2005 PartyGaming Plc Notice of Interim Results PartyGaming Plc, one of the world’s leading online gaming companies, intends to announce its interim results for the six months ended 30 June 2005 on Tuesday 6 September 2005. -ends- Contacts: Financial Dynamics 020 7831 3113 Edward Bridges / Juliet Clarke

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