NPT.L Regulatory News (NPT)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 MARCH 2017

RECOMMENDED CASH OFFER

for

NETPLAY TV PLC

by

BETSSON AB (publ)

PUBLICATION AND POSTING OF SCHEME DOCUMENT

Posting of the Scheme Document

On 2 February 2017, the boards of directors of NetPlay TV plc ("NetPlay") and Betsson AB (publ) ("Betsson") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which the entire issued and to be issued share capital of NetPlay would be acquired by Betsson (the "Offer"). It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The Scheme will require, amongst other things, the approval of Scheme Shareholders and the sanction of the Court. Accordingly, the board of directors of NetPlay is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an indicative timetable of principal events, notices convening the requisite Court Meeting and General Meeting and details of the actions to be taken by Scheme Shareholders and NetPlay Shareholders in connection with the Meetings, is being published and posted to NetPlay Shareholders today.

The Scheme Document, together with information incorporated into it by reference to another source, will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on NetPlay's website at www.netplaytv.com/offer and on Betsson's website at www.betssonab.com during the course of the Offer Period.

Court Meeting and General Meeting

As described in the Scheme Document, in order for the Scheme to become Effective, amongst other things, the requisite majority of Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and NetPlay Shareholders will need to vote in favour of the Special Resolution to be proposed at the General Meeting. The Scheme will also require the sanction of the Court. Together with the Scheme Document, NetPlay Shareholders will receive Forms of Proxy required to vote at the Court Meeting and the General Meeting. NetPlay Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to voting.

Betsson has received irrevocable undertakings and a letter of intent to vote in favour of the relevant resolutions at the Meetings in respect of a total of 109,389,428 Ordinary Shares, representing approximately 39.25 per cent. of the issued share capital of NetPlay as at the Latest Practicable Date. Further details of these irrevocable undertakings (including details of the circumstances in which they cease to be binding) and the letter of intent are set out in paragraph 6 of Part 6 of the Scheme Document and Appendix 3 of the announcement dated 2 February 2017.

The Court Meeting and the General Meeting are scheduled to be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP on 23 March 2017, with the Court Meeting scheduled to commence at 11.00 a.m. and the General Meeting scheduled to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Actions to be taken by NetPlay Shareholders in respect of the Court Meeting and the General Meeting are set out in the Scheme Document. NetPlay Shareholders are requested to complete, sign and return their Forms of Proxy in accordance with the instructions set out in the Scheme Document and in the Forms of Proxy as soon as possible but, in any event, so as to be received by the Registrars, Neville Registrars Limited, not later than 48 hours before the relevant Meeting. If the blue Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Registrar, on behalf of the chairman of the Court Meeting, at the start of the Court Meeting. However, in the case of the General Meeting, if the white Form of Proxy is not lodged by the relevant time, it will be invalid.

NetPlay Shareholders who hold their Ordinary Shares in CREST may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual and the instructions set out in the Scheme Document and notices of the Meetings. Proxies submitted via CREST must be received by the Registrars, Neville Registrars Limited, not later than 48 hours before the relevant Meeting.

Subject to the approval of Scheme Shareholders at the Court Meeting, the passing of the Special Resolution by NetPlay Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or, if capable of being waived, the waiver of the other Conditions, it is currently expected that the Scheme will become Effective on 31 March 2017. The expected timetable of principal events for the implementation of the Offer is set out below. If any of the key dates set out in the expected timetable changes, an appropriate announcement will be made via a Regulatory Information Service.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not they intend to attend the Court Meeting and/or the General Meeting, NetPlay Shareholders are strongly urged to complete, sign and return their Forms of Proxy (once received), or deliver their voting instructions by one of the other methods set out in the Scheme Document, as soon as possible.

Timetable

NetPlay Shareholders should be aware that, on the Scheme becoming Effective, NetPlay will become a wholly-owned subsidiary of Betsson and trading in Ordinary Shares on AIM will be cancelled. A request will be made to the London Stock Exchange to cancel the admission to trading of Ordinary Shares on AIM with effect from 7.00 a.m. on the first Business Day following the Effective Date without seeking the separate approval of NetPlay Shareholders under Rule 41 of the AIM Rules for Companies.

It is also expected that trading in Ordinary Shares on AIM will be suspended from 7.30 a.m. on 31 March 2017. Following the cancellation of admission to trading on AIM, the Ordinary Shares will not be quoted on any stock exchange or trading platform in the United Kingdom or elsewhere.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

(1) The blue Form of Proxy for the Court Meeting, if not lodged by this deadline, may be handed to the Registrars on behalf of the Chairman at the Court Meeting at any time before the taking of the poll.

(2) The white Form of Proxy for the General Meeting must be lodged by 11.15 a.m. on 21 March 2017 in order to be valid or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day).

(3) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time of the adjourned meeting(s) will be 6.00 p.m. on the second day before the day fixed for the adjourned meeting (excluding any day that is not a Business Day).

(4) The General Meeting will commence at 11.15 a.m. on 23 March 2017 or as soon thereafter as the Court Meeting has been concluded or adjourned.

(5) These dates are indicative only and will depend, inter alia, on the date upon which the Conditions are either satisfied or (if capable of waiver) waived and the dates upon which the Court sanctions the Scheme and the Court Order sanctioning the Scheme is delivered to the Registrar of Companies.

(6) The date the Court Order is delivered to the Registrar of Companies.

(7) The latest date by which the Scheme must be implemented may be extended by agreement between Betsson and NetPlay and (if required) the Panel and as the Court may allow.

NetPlay will give adequate notice of any updates or changes to the times and/or dates indicated above by issuing an announcement(s) through a Regulatory Information Service and via its website (www.netplaytv.com/offer).

Enquiries:

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the "Announcement").

Disclaimers

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and Rule 3 adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint financial adviser, nominated adviser and broker to NetPlay and no one else in connection with the Offer. In connection with such matters, Shore Capital, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this Announcement or any other matter referred to herein.

Oakvale Capital LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser and strategic adviser to NetPlay and no one else in connection with the Offer and will not be responsible to anyone other than NetPlay for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Offer, including details of how to vote at the Court Meeting and the General Meeting. Any response to the Offer should be made only on the basis of information contained in the Scheme Document. NetPlay Shareholders are advised to read the formal documentation in relation to the Offer carefully once received.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies as published by the London Stock Exchange and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of NetPlay Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or NetPlay Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Betsson or required by the Takeover Code, the Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to NetPlay Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer is subject to the applicable requirements of the Takeover Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies

A copy of this Announcement and the Scheme Document will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Betsson's and NetPlay's websites at www.betssonab.com and www.netplaytv.com/offer, respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt the contents of those websites are not incorporated into, and do not form part of, this Announcement.

NetPlay Shareholders may request a hard copy of this Announcement and/or the Scheme Document, free of charge and/or any information incorporated into them by reference to another source, by contacting Neville Registrars Ltd during business hours on +44 (0) 121 585 1131 or by submitting a request in writing to Neville Registrars Ltd, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. NetPlay Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Information relating to NetPlay Shareholders

Addresses, electronic addresses and certain other information provided by NetPlay's Shareholders, persons with information rights and other relevant persons for the receipt of communications from NetPlay may be provided to Betsson during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.