26. sUBseQUent eVents continued
26.1 acquisition of bwin.party continued
the Group issued a prospectus on 13 November 2015 setting out the terms of the bid, which included an offer of 25p plus 0.231
new GVC shares for each bwin.party share. at the date of the acquisition, there were 843m bwin.party shares and 14m of share
options and the closing price for GVC holdings PlC shares on the previous day was £4.67. the total fair value of the consideration
paid was €1,508.2 million as set out below:
No of shares Value exchange Value
£'000 rate €'000
total bwin.party shareholding 843,469,689
GVC shares issued (0.231 per bwin.party share,
at a price of £4.67) 194,841,498 909,910 1.3205 1,201,536
Cash payment (£0.25 per bwin.party share) 210,867 1.3205 278,450
Cash settled options 21,397 1.3205 28,255
total consideration 1,142,174 1,508,241
the fair value of the assets and liabilities recognised at the date of acquisition, on a provisional basis, is set out in the table
intangible assets 636,899
Property, plant and equipment 43,555
trade and other receivables 145,069
total assets 942,848
trade and other payables (157,597)
Client liabilities and progressive prize pools (115,574)
total liabilities (386,550)
net assets 556,298
Fair value of consideration paid 1,508,241
Goodwill recognised 951,943
Business combination costs 24,800
the fair value of trade and other receivables is €145.1 million and includes trade receivables with a fair value of €38.5 million.
the gross contractual amount for trade receivables due is €40.0 million, of which €1.5 million is expected to be irrecoverable.
the goodwill consists of assembled workforce, future growth and business reputation.
all contingent liabilities have been provided for.
the total cost that will be recognised in the income statement is €9.6 million, being the business combination costs incurred in
the figures presented above are provisional due to the timing of the transaction.
the audited accounts for bwin.party digital entertainment plc for the year ended 31 december 2015 showed:
a. total revenue of €576.4 million
b. Clean eBitda of €108.5 million
c. loss before tax of €40.2 million
d. Net assets of €499.6 million.
86 GVC HOLDINGS PLC ANNUAL REPORT 2015
notes to the consolidated financial statements continued
for the year ended 31 december 2015