96 Financial statements continued
GVC Holdings PLC Annual Report 2016
NOTES TO THE CONSOLIDATED FINANCIAL
for the year ended 31 December 2016
22. SHARE CAPITAL
At an Extraordinary General Meeting on 18 December 2015, the authorised share capital of the Company was increased to 350,000,000 ordinary shares.
On 1 February 2016, the Group acquired 100% of the share capital of bwin.party digital entertainment plc ("bwin.party"), an online gaming company traded
on the Main Market of the London Stock Exchange and listed on the Official List (Premium Segment), for total consideration of €1,506.6m as set out in
note 28. Under the terms of the Acquisition, each bwin.party shareholder received 25p plus 0.231 new GVC shares for each bwin.party share. The total
bwin.party shareholding was 843.5m shares; accordingly, the Group issued 194.8m new shares to bwin.party shareholders. Post the Acquisition, additional
shares have been issued to bwin.party option-holders who had not exercised their options before the date of the Acquisition but do so subsequently and the
value of these has been included in the total consideration.
On the same date as the acquisition of bwin.party, the Group issued additional shares at a price of 422p. The additional share capital consisted of 28.0m
Placing shares, including the subscription by Directors of shares under the terms of the LTIP, and 7.6m Subscription shares. The cash consideration for these
shares was £150.0m, less costs incurred of £4.9m (€6.4m), which have been treated as a deduction from share premium.
The authorised and issued share capital is:
Ordinary shares of €0.01 each
At 31 December - 350,000,000 shares (2015: 350,000,000 shares) 3.5 3.5
ISSUED, CALLED UP AND FULLY PAID
At 31 December - 293,268,229 shares (2015: 61,276,480 shares) 2.9 0.6
The issued share capital history is shown below:
Balance at 1 January 61,276,480 61,276,480
Issue of shares at acquisition 194,841,498 -
Issue of shares via placing 27,978,812 -
Issue of shares via subscription 7,566,212 -
Other share issues 1,605,227 -
Balance at 31 December 293,268,229 61,276,480
The dividend history for 2015 is shown below.
£p Shares in issue
12 January 2015 12.50 9.6000 61,276,480 7,659,560 5,882,542
23 March 2015 14.00 10.2900 61,276,480 8,578,707 6,305,350
23 March 2015 (special) 1.50 1.1000 61,276,480 919,147 674,041
8 July 2015 14.00 9.7575 61,276,480 8,578,707 5,979,053
8 October 2015 14.00 10.3472 61,276,480 8,578,707 6,340,400
Total in 2015 56.0 41.0947 34,314,828 25,181,386
As a result of the acquisition of bwin.party and the combination of debt covenants and the intended restructuring of the Group, the Directors did not pay any
dividends in 2016.