Schedule 1 – GVC Holdings Plc

Clarissa Elsner

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)
COMPANY NAME:
GVC Holdings PLC (“GVC” or the “Company“)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :
Registered office:

Milbourn House
St. Georges Street
Douglas
Isle of Man
IM1 1AJ

COUNTRY OF INCORPORATION:
Isle of Man
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.gvc-plc.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THEADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
GVC

GVC is the Isle of Man incorporated holding company of the GVC group and was admitted to trading on AIM in May 2010.

GVC is a leading provider of business to business (B2B) and business to consumer (B2C) services to the online gaming and sports betting markets and its shares have been traded on AIM since 2004. The GVC group has two principal operating divisions: B2B and B2C, along with a central support function.

The B2B business unit consists principally of the third party support contract for East Pioneer Corporation B.V. (EPC), which acquired the Superbahis brand from Sportingbet in November 2011. B2B also includes the GVC group’s operations in the same geographical markets as Superbahis, although these are relatively small.

The B2C business unit consists of CasinoClub, an online casino operating principally in German-speaking markets; and Betboo, offering a sports book and bingo operation on its own platform along with casino and poker on third party platforms to mainly Brazilian customers.

The GVC group operates from offices in Israel, which provide customer services, marketing and operational support for CasinoClub; in Malta, which provide sports trading management for Betboo; and in Dublin, which provides customer support to EPC and the Superbahis Business. Other operational support and customer services for Betboo are outsourced to third party providers in Latin America. In total, as at 30 September 2012, the GVC group had 148 employees and direct contractors.

Upon Admission, the GVC group will continue to have its operations dispersed across a number of sites, including Tel Aviv, Dublin and Malta.

The offer

On 20 December 2012, the GVC Board, the William Hill Board and the Sportingbet Board announced that they had reached agreement on the terms of a recommended offer pursuant to which GVC would acquire the entire issued and to be issued share capital of Sportingbet, and members of the William Hill group would acquire the Sportingbet Australian business, the “miapuesta” brand, certain Guernsey domiciled companies which hold title to some Sportingbet Guernsey properties and be granted a call option over the Sportingbet Spanish business, with the acquisition to be effected by way of a court-sanctioned scheme of arrangement.

Pursuant to the acquisition, which was on the terms and subject to the conditions and further terms set out in the scheme document, on the scheme becoming effective Sportingbet shareholders were entitled to receive, for each Sportingbet share held, 44.8 pence in cash and 0.0435 new GVC shares. In addition, the holders of the Sportingbet convertible bonds were entitled to receive £141,000 in cash for each £100,000 in principal amount of Sportingbet convertible bonds held.

Pursuant to Rule 14 of the AIM Rules, the offer constituted a reverse takeover. In addition, because GVC is providing its proportion of the consideration by issuing shares, it published a Prospectus on 25 January 2013. The Prospectus served as both an admission document prepared in accordance with the AIM Rules for Companies and a prospectus prepared in accordance with the Financial Services Authority’s Prospectus Rules. The offer became effective on 19 March.

Sportingbet

The Sportingbet business being acquired by GVC facilitates online sports betting, casino, poker and gaming through a range of branded websites, targeting 24 countries covering Europe and some emerging markets, in 23 different languages. The most notable jurisdictions in which substantial revenues are accepted are Brazil, Bulgaria, Czech Republic, Germany, Greece, Poland, Russia and the UK.

Betting and gaming licences and approvals are held in Alderney, Denmark, Ireland, Italy, Malta, South Africa, and the UK.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
60,610,832 ordinary shares of €0.01 par value each
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Anticipated market capitalisation on admission: £148m

(based on the Company’s share price of £2.46)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
31.77% – 46.05%*

* GVC has put in place cash underpinning and other arrangements (as set out in the GVC Admission Document) which will enable eligible Sportingbet shareholders to elect to take up the entirety of their consideration under the acquisition in the form of cash (the “Mix and Match”).  The figures set out above represent the minimum and maximum percentage of shares not in public hands which can be achieved under the Mix and Match.  The final figure will be subject to the final Mix and Match elections received by Sportingbet Plc pursuant to the Scheme of Arrangement.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Directors:

Lee Feldman (Non-executive Chairman)

Kenneth Jack Alexander (Chief Executive)

Richard Quentin Mortimer Cooper (Group Finance Director)

Karl Diacono (Non-executive Director)

Nigel Edwin Blythe-Tinker (Non-executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Before and after Admission:

NamePercentage
holding (Before)
Percentage
holding (After)*
Audley Capital Management Limited21.47%TBC
Ora Capital Partners18.91%TBC
Richard Griffiths18.91%TBC
Henderson Global Investors9.89%TBC
Majedie0%TBC
UBS0%TBC
M&G Investment Management4.64%TBC
Marathon0%TBC
JO Hambro0%TBC
Paradise Poker0%TBC

* These figures will be subject to the final Mix and Match elections received by Sportingbet Plc pursuant to the Scheme of Arrangement, and the consequential impact on the cash underpin obligations owed by Richard Griffiths and Henderson Global Investors.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
As part of the cash underpinning arrangements, Henderson Alternative Investment Advisers Limited (Henderson AIA) could receive commission from GVC equal to two per cent. of its cash commitment, that is to say, up to £233,500. The exact amount of commission payable to Henderson AIA (if any) will be dependent on the elections made by Sportingbet shareholders under the mix and match facility. Details of the cash underpinning arrangements and the mix and match facility are set out in the Prospectus.
(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) Period ended 30 June 2012

(iii)

Period end datePublished date
12 months to 31 December 2012by 30 June 2013
6 months to 30 June 2013by 30 September 2013
12 months to 31 December 2013by 30 June 2014
EXPECTED ADMISSION DATE:
20 March 2013
NAME AND ADDRESS OF NOMINATED ADVISER:
Daniel Stewart & Company plc
Becket House
36 Old Jewry
London EC2R 8DD
NAME AND ADDRESS OF BROKER:
Daniel Stewart & Company plc
Becket House
36 Old Jewry
London EC2R 8DD
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
A copy of the prospectus containing full details of the applicant and the re-admission of its securities will be available at the Company’s website, www.gvc-plc.com.
DATE OF NOTIFICATION:
4 March 2013
NEW/ UPDATE:
New