FOR IMMEDIATE RELEASE
10 December 2004
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.
ENDS
For further information:
betinternet.com plc Tel: 01624 629699
Paul Doona, Managing Director
Williams de Broë plc Tel: 0113 243 1619
Joanne Lake
Waughton Tel: 020 7796 9999
Robin Hepburn
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