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
29 March 2018
LADBROKES CORAL GROUP PLC (“LADBROKES CORAL”)
GVC HOLDINGS PLC (“GVC”)
TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Admission of the New GVC Shares
Ladbrokes Coral and GVC are pleased to announce that 271,816,558 ordinary shares of €0.01 each in the capital of GVC (the “New GVC Shares”) have today been admitted 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.
Delisting and cancellation of trading of Ladbrokes Coral Shares
The UK Listing Authority has cancelled the listing of Ladbrokes Coral Shares on the premium segment of the Official List and the London Stock Exchange has cancelled the trading of Ladbrokes Coral Shares on the London Stock Exchange’s main market for listed securities, in each case with effect from 8.00 a.m today, 29 March 2018.
Appointment and resignation of GVC Directors
As set out in paragraph 9 of Part 1 of the combined prospectus and class 1 circular published by GVC on 9 February 2018 (the “Prospectus”), Paul Bowtell (Chief Financial Officer of Ladbrokes Coral) has been appointed to the GVC Board as Chief Financial Officer succeeding Paul Miles who has resigned from the GVC Board, each with effect from today, 29 March 2018.
Resignation of Ladbrokes Coral Directors
As set out in paragraph 10 of Part 2 of the scheme document published by Ladbrokes Coral on 9 February 2018 (the “Scheme Document”), John Kelly (Chairman), James Mullen (Chief Executive Officer), Mark Clare (Senior Independent Director), Annemarie Durbin (Independent Non-Executive Director), Mark Pain (Independent Non-Executive Director), Stephanie Spring (Independent Non-Executive Director) and Rob Templeman (Independent Non-Executive Director) have each resigned from the Ladbrokes Coral Board, each with effect from today, 29 March 2018.
Total voting rights
In accordance with Chapter 5 (Vote Holder and Issuer Notification Rules) of the FCA’s Disclosure and Transparency Rules, GVC makes the following declaration:
As at the date of this announcement, Thursday 29 March 2018, GVC had a total of 575,707,253 ordinary shares of €0.01 each in nominal value each issued and admitted to trading. Each share carries the right to one vote. GVC does not hold any shares in treasury.
The total voting rights figure of 575,707,253 may be used by GVC Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, GVC under the FCA’s Disclosure Guidance and Transparency Rules.
Taxation – UK Resident Scheme Shareholders
As set out in paragraph 7(a) of Part 8 of the Scheme Document, it will be necessary for UK resident Scheme Shareholders within the charge to the UK taxation of chargeable gains to apportion their base cost in their Ladbrokes Coral Shares between the three components of the consideration received by them under the Scheme by reference to the respective market values of the New GVC Shares, cash and CVRs received.
HM Revenue and Customs have stated that they will not agree the market value of the CVRs for these purposes until the Scheme has become Effective. Ladbrokes Coral and its advisers hope to agree this value with HM Revenue and Customs as soon as possible after the Effective Date and further updates will be made available to Scheme Shareholders on the GVC website when that value has been agreed. An indication of how a Scheme Shareholder’s base cost in his or her Ladbrokes Coral Shares might be apportioned across the three components of the consideration received under the Scheme is set out below for illustrative purposes only.
This apportionment is based on:
- a closing share price for Ladbrokes Coral Shares of 173.50p per share;
- a share price for New GVC Shares on the opening day of trading of 918p per share (based on trading in GVC Shares on 28 March 2018), making 0.141 of a New GVC Share under the Scheme worth 129.44p;
- no Mix and Match Elections having been made; and
- the value of a CVR being equal to the difference between the closing price of a Ladbrokes Coral Share (173.50p) and the aggregate value of the cash (32.7p) and New GVC Share (129.44p) components of the Offer Consideration, i.e., 11.36p.
Respective market value (p)
New GVC Shares
UK resident Scheme Shareholders should note that this example is provided for illustrative purposes only and the apportionment of their base cost in their Ladbrokes Coral Shares across the three components of the Offer Consideration received by them will ultimately depend on, amongst other things, the market value of the CVRs as agreed with HM Revenue and Customs, the value of New GVC Shares on the opening day of trading and the effect of any Mix and Match Elections (which may increase the value of the cash or New GVC Share component received by them under the Scheme, with a corresponding reduction in the New GVC Share or cash component respectively).
Shareholders who are in any doubt about their position should consult their own professional advisers immediately.
Unless otherwise defined, 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.
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
Investec (Sponsor and Corporate Broker to GVC)
+44 (0) 20 7597 5970
Buchanan (PR Adviser to GVC)
+44 (0) 7798 646021
+44 (0) 7872 604467
+44 (0) 7899 793612
+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
UBS (Financial Adviser and Corporate Broker to Ladbrokes Coral)
+44 (0) 20 7568 1000
Deutsche Bank (Financial Adviser and Corporate Broker to Ladbrokes Coral)
+44 (0) 207 545 8000
Tulchan (PR Adviser to Ladbrokes Coral)
+44 (0) 207 353 4200
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.
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.
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.