Results of elections under Mix and Match Facility

RNS Number : 9423Z

GVC Holdings PLC

13 March 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

13 March 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 (the "Offer")

Result of elections under the Mix and Match Facility

Under the Scheme, holders of Sportingbet Shares are entitled to receive 44.8 pence in cash and 0.0435 New GVC Shares for each Sportingbet Share held by them at the Scheme Record Time (6:00 p.m. (London time) on 13 March 2013), subject to any adjustments to such consideration resulting from valid Elections made pursuant to the Mix and Match Facility.

The Mix and Match Facility closed at 1:00 p.m. (London time) on 12 March 2013. Under the Mix and Match Facility valid Elections to receive the consideration under the Offer in cash were received in respect of 429,261,082 Sportingbet Shares and valid Elections to receive the consideration under the Offer in New GVC Shares were received in respect of 132,291,195 Sportingbet Shares. As a result, all valid Elections under the Mix and Match Facility to receive the consideration under the Offer in cash will be met in full.  However, valid Elections to receive the consideration under the Offer in New GVC Shares will be scaled back and such Elections will be satisfied as to approximately 73.87 per cent. of the Election.  Accordingly:

(i) the aggregate consideration under the Offer payable by GVC in cash in respect of Sportingbet Shares in issue as at the last time for making elections under the Mix and Match Facility will be £298,858,842.96. Sportingbet Shareholders who validly elected to receive their consideration under the Offer solely in cash will therefore receive 55 pence in cash for each Sportingbet Share; and

(ii) the aggregate number of New GVC Shares issuable under the Offer in respect of Sportingbet Shares in issue as at the last time for making elections under the Mix and Match Facility will be 29,018,075 New GVC Shares. Sportingbet Shareholders who validly elected to receive their consideration under the Offer solely in New GVC Shares will therefore receive approximately 0.184 New GVC Shares and 11.70 pence in cash for each Sportingbet Share

Next Steps

All of the Conditions set out in the Scheme Document published on 25 January 2013 have now been satisfied, other than Court confirmation of the associated Reduction of Capital, the delivery to the Registrar of Companies of a copy of the Reduction Court Order and the associated statement of capital and the agreement of the London Stock Exchange to admit or re-admit (as applicable) the GVC Shares to trading on AIM (subject only to the Scheme becoming Effective and/or the allotment of the New GVC Shares). The expected date for the Reduction Court Hearing is 14 March 2013. It is anticipated that the Scheme will become Effective on or around 19 March 2013. Further details of the expected timetable of principal events are set out below.

Capitalised terms, unless otherwise defined in this announcement, have the meaning given to them in the Scheme Document published on 25 January 2013.

A copy of this announcement will be available on the websites of Sportingbet at www.sportingbetplc.com, William Hill at www.williamhillplc.com and GVC at www.GVC-plc.com.

Enquiries
Sportingbet Andrew McIver Jim Wilkinson	[phone]
Lazard (Financial Adviser to Sportingbet) Cyrus Kapadia Aamir Khan	[phone]
Canaccord Genuity Limited (Broker to Sportingbet) Bruce Garrow Adam Miller	[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]

Disclaimers:

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 is being made solely by means of the Scheme Document or any other document by which the Offer is made which 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.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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 Takeover 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in the following table are London times, unless otherwise stated.

Event	Time and/or date
The following dates are indicative only and are subject to change:
Reclassification Record Time	5.00 p.m. on 13 March 2013
Scheme Record Time	6.00 p.m. on 13 March 2013
Reduction Court Hearing to confirm the Reduction of Capital	14 March 2013
Completion of the Reorganisation and the Transfer	completion to occur between 14 March 2013 and the Effective Time on 19 March 2013
Effective Date	19 March 2013
Cancellation of listing of Sportingbet Shares	8.00 a.m. on 20 March 2013
New GVC Shares issued by	8.00 a.m. on 20 March 2013
Admission/Re-Admission occurs and trading in GVC Shares commences	8.00 a.m. on 20 March 2013
Crediting of New GVC Shares to CREST accounts	as soon as possible after 8.00 a.m. on 20 March 2013
Cancellation of listing of Sportingbet Convertible Bonds	8.00 a.m. on 22 March 2013
Latest date for despatch of cheques and share certificates or settlement through CREST in respect of the Cash Consideration, the Bondholder Cash Consideration and the New GVC Shares	2 April 2013

 

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