Publication of Scheme Document

RNS Number : 8387V

GVC Holdings PLC

17 January 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN

PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE

TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF

SUCH JURISDICTION

For immediate release

17 January 2013

RECOMMENDED OFFER

FOR

SPORTINGBET PLC

BY

WILLIAM HILL AUSTRALIA PTY LIMITED, A WHOLLY

OWNED SUBSIDIARY OF WILLIAM HILL PLC

AND

GVC HOLDINGS PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

PUBLICATION OF SCHEME DOCUMENT

Further to the announcement by the boards of William Hill plc, GVC Holdings plc and Sportingbet plc made on 20 December 2012 (the "Announcement"), the board of Sportingbet announces that the GVC Prospectus is expected to be finalised early next week. Accordingly, the Scheme Document is now anticipated to be despatched to Sportingbet Shareholders and Sportingbet Convertible Bondholders and, for information only, participants in the Sportingbet Share Plans on Wednesday 23 January 2013 and from that time, copies will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sportingbet's website at www.sportingbetplc.com, William Hill's website at www.williamhill.com, and GVC's website at www.gvc-plc.com. 

The Panel on Takeovers and Mergers has given its consent to these arrangements.

As noted in the Announcement, UBS executed an irrevocable undertaking in respect of 29,472,443 Sportingbet Shares to procure that the registered holder of such shares will vote in favour of the Scheme at the Shareholder Court Meeting and in favour of the Sportingbet Shareholder Resolution at the Sportingbet General Meeting and also stated, on a non-binding basis, in such irrevocable undertaking that, subject to any client restrictions, it intended to make no election under the Mix and Match Facility. This irrevocable undertaking provided that it would lapse if the Scheme Document was not posted to Sportingbet Shareholders on or before 17 January 2013. UBS has now agreed to extend this date to 24 January 2013 and has also now confirmed that it no longer makes any statement of intent as regards any election under the Mix and Match Facility.

Copies of this announcement and of the deed of amendment in relation to the UBS irrevocable undertaking will be available on the websites of Sportingbet at www.sportingbetplc.com, William Hill at www.williamhill.com and GVC at www.gvc-plc.com.

For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement.

Terms defined in the Announcement have the same meaning when used in this announcement.

Enquiries

Sportingbet

Andrew McIver

Jim Wilkinson

[phone]

Lazard (Financial Adviser to Sportingbet)

Cyrus Kapadia

Aamir Khan

[phone]

Canaccord Genuity Limited (Broker to Sportingbet)

Erik Anderson

Bruce Garrow

[phone]

Maitland (PR Adviser to Sportingbet)

George Hudson

Daniel Yea

[phone]

William Hill

Ralph Topping, Chief Executive

Neil Cooper, Group Finance Director

Lyndsay Wright, Director of IR

[phone]

Citi (Lead Financial Adviser and Joint Broker to William Hill)

Jan Skarbek

Andrew Seaton

Sajjad Vakilian

[phone]

Investec (Financial Adviser and Joint Broker to William Hill)

Chris Treneman

James Rudd

[phone]

Brunswick (PR Adviser to William Hill)

Simon Sporborg

[phone]

GVC

Kenneth Alexander, Chief Executive Officer

Richard Cooper, Group Finance Director

[phone]

Daniel Stewart (Financial Adviser, NOMAD and Broker to

GVC)

Paul Shackleton

David Hart

[phone]

Abchurch (PR Adviser to GVC)

Henry Harrison-Topham

[phone]

Further information

Lazard & Co., Limited, who is authorised and regulated in the UK by the Financial Services Authority, is acting for Sportingbet and no-one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than Sportingbet for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Canaccord Genuity Limited, who is authorised and regulated in the UK by the Financial Services Authority, is acting for Sportingbet and no-one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than Sportingbet for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Citigroup Global Markets Limited, who is authorised and regulated in the UK by the Financial Services Authority, is acting for William Hill and no-one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Investec Investment Banking, a division of Investec Bank plc, who is authorised and regulated in the UK by the Financial Services Authority, is acting for William Hill and no-one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Daniel Stewart & Company plc, who is authorised and regulated in the UK by the Financial Services Authority, is acting for GVC and no-one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than GVC for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

Sportingbet Shareholders and Sportingbet Convertible Bondholders may request a hard copy of this announcement by contacting Sportingbet's registrar, Capita Registrars on 0871 664 0321 (from inside the UK) or [phone] (from outside the UK). Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus any of your service provider's network extras, lines are open 9.00 a.m. - 5.30 p.m (UK time) Monday to Friday. Calls to the Capita Registrars' [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. It is important to note that unless such a request is made, a hard copy of this announcement will not be sent to any Sportingbet Shareholder or Sportingbet Convertible Bondholder. A Sportingbet Shareholder or Sportingbet Convertible Bondholder may also request that all future documents, announcements and information to be sent to that Sportingbet Shareholder or Sportingbet Convertible Bondholder in relation to the Offer should be in hard copy form.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely by means of the Scheme Document or any other document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Scheme.

This announcement has been prepared for the purpose of complying with English law and the City 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 of jurisdictions outside the United Kingdom.

Sportingbet will prepare the Scheme Document to be distributed to Sportingbet Shareholders and Sportingbet Convertible Bondholders. Sportingbet, William Hill and GVC urge Sportingbet Shareholders and Sportingbet Convertible Bondholders to read the Scheme Document and the GVC Prospectus when they become available because they will contain important information relating to the Offer. Any approval, decision or other response to the Offer should be made only on the basis of information in the Scheme Document and the GVC Prospectus.

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. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Sportingbet or the Sportingbet Group, William Hill or the William Hill Group or GVC or the GVC Group except where otherwise stated.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The Offer relates to securities of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The Scheme will relate to the shares of an English company that is a "foreign private issuer" as defined under Rule 36.4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules and the laws of other jurisdictions outside the United Kingdom.

Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. However, if William Hill Australia and GVC were to elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable. Unless otherwise determined by William Hill Australia and GVC or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Offer by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of such jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of such jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Offer (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the Offer to Sportingbet Shareholders and Sportingbet Convertible Bondholders 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.

 

END

 

 

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