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Annual Report & Accounts 2015 - REPORT OF THE GROUP FINANCE DIRECTOR
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PARt tWo - Post BALAnce sheet eVent: the AcQUisition oF BWin.PARtY the acquisition of bwin.party completed on 1 february 2016. the GvC share price used to account for the acquisition will be £4.67, the closing middle market price of a GvC share on the trading day prior to the making of the offer. the share price at which the related £150 million placing of new ordinary shares was effected and the strike price at which share options were issued pursuant to the 2015 Ltip was 422p. the rate of exchange between sterling and the euro used for the acquisition accounting will be £1 = €1.3205. the number of bwin.party shares subject to the mix and match election was 843,469,689, and the number of shares placed by GvC was 35,545,024. the offer for bwin.party was 0.231 GvC shares and 25 pence for each bwin.party share. in addition, there was the cost of cashing out the cash-settled options of £21.4 million. the gross acquisition value of bwin.party is therefore: equity component 843,469,689 x 0.231 = 194,841,498 shares at £4.67 = £909.9m + Cash component 843,469,689 x 0.25 = £210.9m + option component £21.4m £1,142.2m@ 1.3205 = €1,508.2m our early work on the acquisition balance sheet suggests a purchase price allocation of €608 million for the brand, platform and customer relationships. the acquisition, plus additional working capital, and funds to settle inherited debts and pay acquisition costs was financed through a combination of: shares issued to bwin.party shareholders £909.9m shares issued to placees £150.0m total GBp components £1,059.9m translated into euro at 1.3205 €1,399.6m senior debt facility from Cerberus Business finance LLC €400.0m total finance raised €1,799.6m Less: share and cash offer to bwin.party share and option holder (€1,508.2m) existing bwin.party debt discharged* (€56.7m) Deal costs Bwin.party GvC - Discharged before 31 December 2015 €4.2m €13.5m - Discharged since 1 January 2016 €8.8m €16.9m (€43.4m) other liabilities contractually discharged at or near deal close (€3.2m) FUnDs AVAiLABLe FoR WoRKinG cAPitAL AnD RestRUctURinG €188.1m * includes any and all amounts repaid since 31 December 2015 including any interest and break fees. i can now turn to the condensed aggregated balance sheet, income statement and cash flow statement of the combined entities as they would have looked for the year ended 31 December 2015, making adjustments for the businesses which bwin.party disposed of during 2015. the aggregated statements do not reflect the accounting for the business combination, whereby assets and liabilities acquired will be fair valued, and goodwill will be recognised by the Group, nor the funding for the acquisition, with consequential impacts on the income statement. please note that the aggregated balance sheet, income statement and cash flow statement have not been prepared on the same basis as the unaudited pro forma financial information of the enlarged Group included in part 7 of the prospectus prepared by GvC in connection with the bwin.party acquisition. the figures of GvC Group have been aggregated with the bwin.party figures which have been audited by their independent auditors. 22 RePoRt oF the GRoUP FinAnce DiRectoR continued GVC HOLDINGS PLC ANNUAL REPORT 2015