Scheme of Arrangement becomes Effective
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
28 March 2018
RECOMMENDED OFFER
FOR
LADBROKES CORAL GROUP PLC ("LADBROKES CORAL")
BY
GVC HOLDINGS PLC ("GVC")
TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Scheme of arrangement becomes Effective
Ladbrokes Coral and GVC are pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") in connection with the recommended offer by GVC for the entire issued and to be issued share capital of Ladbrokes Coral has now become Effective in accordance with its terms as set out in the scheme document published by Ladbrokes Coral on 9 February 2018 (the "Scheme Document"). This follows the Court's sanction of the Scheme at the Court Hearing held on Monday 26 March 2018, as announced by Ladbrokes Coral and GVC on the same day.
Timing of the implementation of the Acquisition will be in accordance with the Timetable of Principal Events set out in the Scheme Document and the combined prospectus and class 1 circular published by GVC on 9 February 2018 (the "Prospectus") and repeated in the announcement of 21 March 2018.
Settlement of Offer Consideration
Scheme Shareholders on the register of members of Ladbrokes Coral at the Scheme Record Time (being 6.00 p.m. on Tuesday 27 March 2018), will be entitled to receive the Offer Consideration of 32.7 pence in cash, 0.141 New GVC Shares and a contingent entitlement of up to 42.8 pence, plus an upward adjustment for the time value of money, in principal value of Loan Notes by way of a CVR linked to the outcome of the Triennial Review in respect of each Ladbrokes Coral Share they hold at the Scheme Record Time subject to any variation to the cash and share consideration made pursuant to the Mix and Match Facility.
The Offer Consideration will be settled within 14 days of today, 28 March 2018.
Results of the Mix and Match Facility
Valid Share Elections in respect of 1,184,182,346 Ladbrokes Coral Shares, representing approximately 61.42 per cent. of the aggregate number of Scheme Shares, and valid Cash Elections in respect of 105,485,561 Ladbrokes Coral Shares, representing approximately 5.47 per cent. of the aggregate number of Scheme Shares, were made by Ladbrokes Coral Shareholders. The ability to satisfy Share Elections and Cash Elections was dependent upon other Ladbrokes Coral Shareholders making offsetting elections. As a result of all valid Mix and Match Elections, Ladbrokes Coral Shareholders making valid Cash Elections will be met in full. However, Ladbrokes Coral Shareholders making valid Share Elections will be scaled back and will be satisfied as to approximately 33.532111 per cent. of their election.
Ladbrokes Coral Shareholders who did not make valid Cash Elections or Share Elections or who did not participate in the Mix and Match Facility will receive the default Offer Consideration.
Delisting and cancellation of trading of Ladbrokes Coral Shares
Delisting of Ladbrokes Coral Shares from the premium segment of the Official List of the UK Listing Authority and the cancellation of admission to trading of Ladbrokes Coral Shares on the London Stock Exchange's main market for listed securities is expected take effect by no later than 8.00 a.m. tomorrow, Thursday 29 March 2018.
Admission of the New GVC Shares
To satisfy the Offer Consideration, admission of 271,816,558 ordinary shares of €0.01 each in the capital of GVC to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities is expected to take place on or around 8.00 a.m. tomorrow, Thursday 29 March 2018.
Amended and Restated CVR Instrument
In addition, GVC has today amended and restated the CVR Instrument dated 22 December 2017 (the "Original CVR Instrument") under which the CVRs to be issued to Ladbrokes Coral shareholders are constituted. This amended and restated instrument (the "Amended and Restated CVR Instrument") provides for a limited number of technical changes to the Original CVR Instrument. These changes:
· remove the discretion of the GVC Directors to refuse to register transfers of CVRs and Loan Notes to Restricted Overseas Holders following their initial issuance;
· include provisions to make the Loan Notes subject to the requirements of the US Trust Indenture Act of 1939, as amended, so that CVR holders in the United States may receive the Loan Notes, if issued; and
· correct a manifest error in a formula for determining the Relevant Value of the CVR, so as to give effect to the publicly stated intentions of GVC and Ladbrokes Coral that GVC and the CVR Representative evaluate the potential impact of certain measures arising from the Triennial Review on the profitability of the Ladbrokes Coral UK Business (such that the higher the Maximum Stake enacted in any Maximum Stakes Measures, the greater the value of the CVRs, and vice versa), including in circumstances where different Maximum Stakes are enacted in the Maximum Stakes Measures for Non-Slots Games and Slots Games.
Defined terms in this paragraph have the meanings given to them in the Amended and Restated CVR Instrument.
These changes have been agreed between GVC and Ladbrokes Coral, and approved by the CVR Representative in accordance with the terms of the Original CVR Instrument.
A copy of the Amended and Restated CVR Instrument, along with a "blackline" version of the document showing changes made to the Original CVR Instrument by means of the Amended and Restated CVR Instrument, will be made available later today on GVC's website at www.gvc-plc.com/html/investor/welcome.asp and at Ladbrokes Coral's website at www.ladbrokescoralplc.com/investors. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and does not form part of this announcement.
Unless otherwise defined or stated, capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
All times set out in this announcement are London times unless otherwise stated.
Enquiries
GVC
Kenneth Alexander, Chief Executive Officer +44 (0) 1624 652 559
Paul Miles, Chief Financial Officer +44 (0) 20 3938 0079
Nick Batram, Head of Investor Relations & Corporate Strategy +44 (0) 20 3938 0066
Houlihan Lokey (Financial Adviser to GVC) +44 (0) 20 7839 3355
David Sola
Dilshad Kunnummal
Quynh Ho
Investec (Sponsor and Corporate Broker to GVC) +44 (0) 20 7597 5970
Chris Treneman
Garry Levin
Carlton Nelson
Buchanan (PR Adviser to GVC)
David Rydell +44 (0) 7798 646021
Henry Harrison-Topham +44 (0) 7872 604467
Chris Lane +44 (0) 7899 793612
Ladbrokes Coral +44 (0) 20 8429 7776
Paul Bowtell, Chief Financial Officer
Paul Tymms, Director of Investor Relations
Greenhill (Financial Adviser to Ladbrokes Coral) +44 (0) 20 7198 7400
David Wyles
Pieter-Jan Bouten
Michael Lord
UBS (Financial Adviser and Corporate Broker to Ladbrokes Coral) +44 (0) 20 7568 1000
William Vereker
John Woolland
Jonathan Retter
Deutsche Bank (Financial Adviser and Corporate Broker to Ladbrokes Coral)
+44 (0) 207 545 8000
Matt Hall
Neil Collingridge
Tulchan (PR Adviser to Ladbrokes Coral) +44 (0) 207 353 4200
David Allchurch
Will Smith
Important notices
Greenhill & Co. International LLC ("Greenhill") is authorised and regulated by the FCA in the United Kingdom. Greenhill is acting as financial adviser to Ladbrokes Coral and for no one else in connection with the Acquisition and the matters set out in this announcement and will not be responsible to anyone other than Ladbrokes Coral for providing the protections afforded to clients of Greenhill, nor for providing advice in relation to the Acquisition or matters set out in this announcement.
UBS Limited ("UBS") is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom. UBS is acting as financial adviser and corporate broker to Ladbrokes Coral and no one else for the purpose of the consideration of the Acquisition and will not be responsible to anyone other than Ladbrokes Coral for providing the protections offered to clients of UBS nor for providing advice in relation to the Acquisition, this announcement or any transaction, arrangement or other matter referred to herein.
Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and FCA. Deutsche Bank is acting as financial adviser and corporate broker to Ladbrokes Coral and no one else for the purpose of the consideration of the Acquisition and will not be responsible to anyone other than Ladbrokes Coral for providing the protections offered to clients of Deutsche Bank nor for providing advice in relation to the Acquisition, this announcement or any Acquisition, arrangement or other matter referred to herein. Neither Deutsche Bank nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Bank in connection with the Acquisition, this announcement, any statement contained herein or otherwise.
Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the FCA, is acting for GVC and no one else in connection with the matters set out in this announcement. In connection with such matters, Houlihan Lokey, its affiliates and their respective partners, directors, officers, employees and agents will not regard any person other than GVC as their client, nor will they be responsible to anyone other than GVC for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to in this announcement.
Investec Bank plc ("Investec") which is authorised by the PRA and regulated by the FCA and the PRA, is acting for GVC and no one else in connection with the matters set out in this announcement. In connection with such matters, Investec, its affiliates and their respective directors, officers, employees and agents will not regard any person other than GVC as their client, nor will they be responsible to anyone other than GVC for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to in this announcement.
Forward-looking statements
This announcement may contain certain "forward looking statements" regarding the financial position, financial performance, business strategy or plans for future operations of the Ladbrokes Coral Group, the GVC Group or the Enlarged Group. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this document. Neither Ladbrokes Coral nor GVC assumes any obligation to, and do not intend to, revise or update these forward looking statements, except as required pursuant to applicable law or regulation.
Further Information
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be effected solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition.
This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Takeover 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 and regulations of any other jurisdictions.
Information for Overseas Persons
Unless otherwise determined by Ladbrokes Coral and GVC or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all other documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from jurisdictions where to do so would violate the laws in that jurisdiction.
It is the responsibility of each Overseas Holder to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection with the Acquisition, including obtaining any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
This announcement, the Scheme Document and its accompanying documents (excluding, for the avoidance of doubt, the Prospectus) have been prepared in connection with a proposal in relation to a scheme of arrangement pursuant to, and for the purpose of complying with, English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if these documents had been prepared in accordance with the laws of jurisdictions outside England and Wales. The Prospectus has been prepared in connection with the issuance and admission to trading and listing of the New GVC Shares on the London Stock Exchange's main market for listed securities. The Prospectus is required to be published to effect the admission of the New GVC Shares to the premium listing segment of the Official List and to the London Stock Exchange's main market for listed securities.
The availability of New GVC Shares, CVRs and Loan Notes under the Acquisition to Ladbrokes Coral Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. The Mix and Match Facility has not been extended to (i) Ladbrokes Coral ADR Holders; (ii) Restricted Overseas Holders; or (iii) Overseas Holders with a registered address in, or who are citizens, residents or nationals of, a Restricted Jurisdiction, and no Form of Election will be or has been sent to any such persons. Accordingly, the Mix and Match Facility has not been made available to any such persons, and any purported Mix and Match Election by them will be void. A Mix and Match Facility has not been offered in respect of the CVRs. Further details are set out in paragraphs 2(b), 19 and 20 of Part 2 (Explanatory Statement) of the Scheme Document.
Notice to US investors
The New GVC Shares, the CVRs and any Loan Notes issued pursuant to the terms of the CVR Instrument have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States without an exemption from registration under the US Securities Act.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any New GVC Shares, CVRs or Loan Notes, nor shall there be any sale of the New GVC Shares, CVRs or Loan Notes in any state of the United States in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such state. The New GVC Shares and the CVRs are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The Loan Notes (if any) issued to CVR Holders in exchange for the CVRs to be issued pursuant to the Scheme are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(9) thereof. Ladbrokes Coral ADR Holders should refer to paragraph 20 of Part 2 (Explanatory Statement) of the Scheme Document.
For the purposes of qualifying for the exemptions from the registration requirements of the US Securities Act afforded by Section 3(a)(10), Ladbrokes Coral will advise the Court through Counsel that GVC will rely on the Section 3(a)(10) exemption based on the Court's sanctioning of the Scheme.
Scheme Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Ladbrokes Coral or GVC prior to, or of GVC after, the Effective Date will be subject to certain restrictions on transfers of the New GVC Shares and the CVRs received pursuant to the Scheme and the Loan Notes (if any) to be issued in exchange for the CVRs. Otherwise, the New GVC Shares, the CVRs and the Loan Notes generally should not be treated as ''restricted securities'' within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme or Loan Notes in exchange for CVRs (other than affiliates) may resell them without restriction under the US Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of the New GVC Shares, the CVRs and the Loan Notes and the distribution of this document, and additional information applicable to US shareholders, see paragraph 19 of Part 2 (Explanatory Statement) of the Scheme Document.
The receipt of New GVC Shares pursuant to the Acquisition by a US Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws. Each Ladbrokes Coral Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition.
It may be difficult for US Shareholders and Ladbrokes Coral ADR Holders to enforce their rights and claims arising out of the US federal securities laws, since GVC and Ladbrokes Coral are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Shareholders may not be able to sue a non‐US company or its officers or directors in a non‐US court for violations of the US securities laws. Further, it may be difficult to compel a non‐US company and its affiliates to subject themselves to a US court's judgment.
None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.
Ladbrokes Coral ADR Holders should refer to paragraph 20 of Part 2 (Explanatory Statement) of the Scheme Document.
Information relating to Ladbrokes Coral Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Ladbrokes Coral Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ladbrokes Coral may be provided to GVC during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Publication on websites and availability of hard copies
A copy of this announcement will be made available, subject to any restrictions relating to persons resident in certain jurisdictions, on GVC's website at www.gvc-plc.com/html/investor/welcome.asp and at Ladbrokes Coral's website at www.ladbrokescoralplc.com/investors. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and does not form part of this announcement.
Subject to certain restrictions relating to persons in Restricted Jurisdictions: (a) GVC Shareholders and persons with information rights may request a hard copy of this announcement by contacting Robert Hoskin, Group Head of Legal, Suite 6, Atlantic Suites, Europort Avenue, Gibraltar, tel: +350 200 78700; and (b) Ladbrokes Coral Shareholders and persons with information rights may request a hard copy of this announcement by contacting Ladbrokes Coral's Registrars, Computershare, tel: +44 (0) 370 702 0127. Those persons may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
This information is provided by RNS
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