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
WILLIAM HILL AUSTRALIA PTY LIMITED, A WHOLLY
OWNED SUBSIDIARY OF WILLIAM HILL PLC
GVC HOLDINGS PLC (“GVC” or the “Company”)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
RESULT OF EGM
GVC Holdings PLC (AIM:GVC), a leading provider of B2B and B2C services to the online gaming and sports betting markets, is pleased to announce that at an Extraordinary General Meeting of the Company held earlier today in connection with the proposed acquisition of Sportingbet, all resolutions were duly passed in the terms set out in the notice of meeting.
Completion of the proposed acquisition of Sportingbet remains subject to satisfaction or waiver of certain other conditions set out in the Scheme Document, including the Court sanctioning the Scheme and confirming the associated reduction of Sportingbet’s share capital at Court hearings which are scheduled to be held on 11 March 2013 and 14 March 2013 respectively. Subject to the Scheme receiving the sanction and confirmation of the Court on those dates, the Scheme is expected to become effective on 19 March 2013.
Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document dated 25 January 2013.
Kenneth Alexander, Chief Executive Officer
Richard Cooper, Group Finance Director
|+44 (0)20 7398 7702|
|Daniel Stewart (Financial Adviser, NOMAD and Broker to GVC)|
|+44 (0)20 7776 6550|
|Abchurch (PR Adviser to GVC)||+44 (0)20 7398 7702|
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.
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 has been made solely by means of the Scheme Document which contains the full terms and Conditions of the Offer.
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.
GVC urges Sportingbet Shareholders and Sportingbet Convertible Bondholders to read the Scheme Document and the GVC Prospectus 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 or GVC or the GVC Group. This announcement does not constitute a prospectus or a prospectus equivalent document.
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.