NPT Execs - Para 11 of Offer23 Feb 2017 19:28
Sagi sells Otherside to NPT and then takes 40% of NPT sale to Betsson
11. Arrangements between NetPlay and the NetPlay Board
Prior to commencing discussions with Betsson, the NetPlay Board implemented a scheme to compensate the executive directors of NetPlay for the successful completion of an offer for the Company (the "Incentive Scheme"). Under the terms of the Incentive Scheme, Bjarke Larsen and Akshay Kumar are each entitled to receive an amount equal to 0.625 per cent. of the value of an Offer, based on the Offer Price multiplied by the fully diluted issued share capital.
In addition, as part of the settlement agreements in respect of the above mentioned resignations of Messrs Larsen and Kumar as executive directors and employees of NetPlay, it has been agreed by Betsson and the NetPlay Board that they will be paid the sums of £7,500 and £15,000, respectively, on termination of their employment being the dates falling one month and six months, respectively, from the Scheme becoming Effective (the "Executive Termination Payments").
Strand Hanson, as the Company's financial adviser for the purposes of Rule 3 of the Takeover Code, and the independent directors of NetPlay (being Charles Butler, Andrew Lapping, Tim Mickley and Graham Stevens) have confirmed that, in their opinion, both the Incentive Scheme and the Executive Termination Payments are fair and reasonable so far as NetPlay Shareholders are concerned.
12. Arrangements between each of NetPlay and Betsson and Playtech
The largest shareholders of both NetPlay (Directforce Trading Limited, which holds 27.8 per cent. of the issued share capital of NetPlay) and Playtech (Brickington Trading Limited, which holds 21.6 per cent. of the issued share capital of Playtech) are wholly owned subsidiaries of trusts, the ultimate beneficiary of each such trust being Teddy Sagi. Playtech provides NetPlay with software and related services in order to allow NetPlay to conduct its business. In addition, Playtech licenses gaming technology and software and online games to members of the Betsson Group. The value of these contracts is less than 0.5 per cent. of the market capitalisation of Betsson as at 1 February 2017 (being the last Business Day before the date of this Announcement).
Save as set out in this Announcement, no agreement, arrangement or understanding (including any compensation arrangement) exists between Betsson or any person acting in concert with it and any of the NetPlay Directors, or any recent directors, shareholders or recent shareholders of NetPlay or any person interested or recently interested in Ordinary Shares, having any connection with, or dependence upon, the Offer. In particular, no agreement, arrangement or understanding exists between Betsson or any person acting in concert with it and any of (i) Playtech or any of its subsidiaries, (ii) Directforce Trading Limited, (iii) Brickington Trading Limited or (iv)