TIDMSBT TIDMWMH TIDMGVC
RNS Number : 8992Z
Sportingbet 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")
Suspension and Cancellation of Listing
The Board of Sportingbet plc notes that the listing of
Sportingbet Shares and Sportingbet Convertible Bonds has today been
suspended. Following completion of the Offer, these listings will
be cancelled.
Completion of the Offer remains subject to the satisfaction or
waiver of certain Conditions set out in the Scheme Document
published on 25 January 2013. Subject to the Conditions as
described above, it is anticipated that the Scheme will become
Effective on or around 19 March 2013 and that the cancellation of
the listing of the Sportingbet Shares will occur on 20 March 2013
and cancellation of the listing of the Sportingbet Convertible
Bonds will occur on 22 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 +44 (0)20 7184 1800
Lazard (Financial Adviser to Sportingbet)
Cyrus Kapadia
Aamir Khan +44 (0)20 7187 2000
Canaccord Genuity Limited (Broker to Sportingbet)
Bruce Garrow
Adam Miller +44 (0)20 7523 8350
Maitland (PR Adviser to Sportingbet)
George Hudson
Daniel Yea +44 (0)20 7379 5151
William Hill
Ralph Topping, Chief Executive
Neil Cooper, Group Finance Director
Lyndsay Wright, Director of IR +44 (0)20 8918 3614
Citi (Lead Financial Adviser and Joint
Broker to William Hill)
Jan Skarbek
Andrew Seaton
Sajjad Vakilian +44 (0)20 7986 4000
Investec (Financial Adviser and Joint
Broker to William Hill)
Chris Treneman
James Rudd +44 (0)20 7597 5970
Brunswick (PR Adviser to William Hill)
Simon Sporborg +44 (0)20 7404 5959
GVC
Kenneth Alexander, Chief Executive Officer
Richard Cooper, Group Finance Director +44 (0)20 7398 7702
Daniel Stewart (Financial Adviser, NOMAD
and Broker to GVC)
Paul Shackleton
David Hart +44 (0)20 7776 6550
Abchurch (PR Adviser to GVC)
Henry Harrison-Topham +44 (0)20 7398 7702
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 +44 20 8639 3399 (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' +44 20 8639 3399 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 +44 (0)20 7638 0129 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 14 March 2013
the Reduction of Capital
Completion of the Reorganisation completion to occur between 14
and the Transfer March 2013 and the Effective
Time on 19 March 2013
Effective Date 19 March 2013
Cancellation of listing of Sportingbet 8.00 a.m. on 20 March 2013
Shares
New GVC Shares issued by 8.00 a.m. on 20 March 2013
Admission/Re-Admission occurs 8.00 a.m. on 20 March 2013
and trading in GVC Shares commences
Crediting of New GVC Shares to as soon as possible after
CREST accounts 8.00 a.m. on 20 March 2013
Cancellation of listing of Sportingbet 8.00 a.m. on 22 March 2013
Convertible Bonds
Latest date for despatch of cheques 2 April 2013
and share certificates or settlement
through CREST in respect of the
Cash Consideration, the Bondholder
Cash Consideration and the New
GVC Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
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