Combined Prospectus and Class 1 Circular

RNS Number : 5004E

GVC Holdings PLC

09 February 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR 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

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND LADBROKES SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW GVC SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE PROSPECTUS WHICH ARE BEING PUBLISHED TODAY

FOR IMMEDIATE RELEASE

9 February 2018

RECOMMENDED OFFER

FOR

LADBROKES CORAL GROUP PLC

BY

GVC HOLDINGS PLC

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Publication of Combined Prospectus and Class 1 Circular

On 22 December 2017, the Boards of GVC Holdings PLC ("GVC") and Ladbrokes Coral Group plc ("Ladbrokes Coral" and, together with GVC, the "Enlarged Group") announced they had reached agreement on the terms of a recommended offer ("Offer") pursuant to which GVC will acquire the entire issued and to be issued share capital of Ladbrokes Coral ("Acquisition").

As outlined in that announcement, the Acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act ("Scheme") and the new ordinary shares in the capital of GVC which will be allotted and issued to the shareholders of Ladbrokes Coral ("Ladbrokes Coral Shareholders") pursuant to the Offer (the "New GVC Shares") will be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market.

Further to that announcement, GVC announces that the combined prospectus and class 1 circular dated 9 February 2018 ("Prospectus"), prepared in connection with the Acquisition, has been approved by the Financial Conduct Authority and is being made available to Ladbrokes Coral Shareholders and GVC shareholders ("GVC Shareholders") today.

GVC Shareholders (but not Ladbrokes Coral Shareholders) will receive the Prospectus in hard copy form (together with an associated form of proxy). A copy of the Prospectus will also be available later today, subject to certain restrictions relating to persons with a registered address in, or who are citizens, residents or nationals of, a Restricted Jurisdiction, on GVC's website at www.gvc-plc.com/html/investor/welcome.asp ("GVC's Website") and on Ladbrokes Coral's website at www.ladbrokescoralplc.com/investors ("Ladbrokes Coral's Website") and also at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell St, London EC1Y 4AG, United Kingdom.

The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

The Prospectus contains a notice convening an extraordinary general meeting of GVC ("GVC General Meeting") in order to seek the approval of GVC Shareholders for the Acquisition and for certain other matters related to the completion of the Acquisition.

The GVC General Meeting will be held on 8 March 2018 at 9.30am (Gibraltar time) at the Sunborn Hotel, 35 Ocean Village, GX11 1AA Gibraltar.

GVC urges GVC Shareholders and Ladbrokes Coral Shareholders to read the Prospectus carefully, when it becomes available, since it will contain important information in relation to the New GVC Shares and the Enlarged Group. GVC Shareholders should read the Prospectus in its entirety before voting in relation to any resolution proposed in connection with the Acquisition.

The GVC Board considers the Acquisition and the GVC Shareholder Resolutions to be in the best interests of GVC and the GVC Shareholders as a whole and unanimously recommend that GVC Shareholders vote in favour of the GVC Shareholder Resolutions proposed at the GVC General Meeting, as the GVC Directors have irrevocably undertaken to do so in respect of their own beneficial holdings of 2,634,335 GVC Shares representing, in aggregate, approximately 0.9 per cent. of the ordinary share capital of GVC in issue on the last practicable date prior to the publication of the Prospectus.

Publication of Scheme Document

Ladbrokes Coral is today announcing the expected timetable for the Acquisition and that a circular in relation to the Scheme dated 9 February 2018 (the "Scheme Document") setting out, amongst other things, a letter from the Chairman of Ladbrokes Coral, the full terms and conditions of the Scheme, an expected timetable of principal events and notices convening the Ladbrokes Coral Shareholder Meetings, is being published. Ladbrokes Coral Shareholders (but not GVC Shareholders) will receive the Scheme Document (together with associated forms of proxy and, for certain Ladbrokes Coral Shareholders, a Form of Election) in hard copy form. A copy of the Scheme Document will also be available later today, subject to certain restrictions relating to persons with a registered address in, or who are citizens, residents or nationals of, a Restricted Jurisdiction, on GVC's Website and on Ladbrokes Coral's Website. GVC Shareholders and Ladbrokes Coral Shareholders should read the Scheme Document carefully since it will contain important information on the Acquisition.

Publication of GVC Preliminary Results

GVC is planning to publish its preliminary results for the year ended 31 December 2017 on 9 March 2018 (being the day after the Ladbrokes Coral Shareholder Meetings and the GVC General Meeting).

General

Capitalised terms not otherwise defined and used in this announcement have the meaning given to them in the Prospectus or the Scheme Document, as the context so requires, unless stated otherwise.

Enquiries

GVC Holdings PLC

Kenneth Alexander, Chief Executive Officer [phone]

Paul Miles, Chief Financial Officer [phone]

Nick Batram, Head of Investor Relations & Corporate Strategy [phone]

Houlihan Lokey (Financial Adviser to GVC) [phone]

David Sola

Dilshad Kunnummal

Quynh Ho

Investec (Sponsor and Corporate Broker to GVC) [phone]

Chris Treneman

Garry Levin

Carlton Nelson

Buchanan (PR Adviser to GVC)

David Rydell [phone]

Henry Harrison-Topham [phone]

Chris Lane [phone]

Ladbrokes Coral Group [phone]

James Mullen, Chief Executive Officer

Paul Bowtell, Chief Financial Officer

Donal McCabe, Group Communications Director

Paul Tymms, Director of Investor Relations

Greenhill (Financial Adviser to Ladbrokes Coral) [phone]

David Wyles

Pieter-Jan Bouten

Michael Lord

UBS (Financial Adviser and Corporate Broker to Ladbrokes Coral) [phone]

William Vereker

John Woolland

Jonathan Retter

Deutsche Bank (Financial Adviser and Corporate Broker to Ladbrokes Coral) [phone]

Matt Hall

Neil Collingridge

Tulchan (PR Adviser to Ladbrokes Coral) [phone]

David Allchurch

Will Smith

GVC Holdings Legal Entity Identifier: 213800GNI3K45LQR8L28

Ladbrokes Coral Legal Entity Identifier: 213800P7FJOPCV4H3J04

Classification: 3.1

Important notices

Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated by the Financial Conduct Authority, 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 Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, 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.

 Greenhill & Co. International LLP ("Greenhill") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Greenhill is acting as financial adviser to Ladbrokes Coral and for no one else in connection with 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 matters set out in this announcement.

UBS Limited ("UBS") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority 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 a proposed acquisition by GVC 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 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 Prudential Regulation Authority. 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 Prudential Regulation Authority and Financial Conduct Authority. Deutsche Bank is acting as financial adviser and corporate broker to Ladbrokes Coral and no one else for the purpose of the consideration of a proposed acquisition by GVC 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 this announcement or any transaction, 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 this announcement, any statement contained herein or otherwise.

Forward‐looking statements

This announcement contains statements about GVC, Ladbrokes Coral and the Enlarged Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "should", "continue", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Ladbrokes Coral's, GVC's or the Enlarged Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Ladbrokes Coral's, GVC's or the Enlarged Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Ladbrokes Coral and GVC disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or regulation. If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser, duly authorised under the FSMA if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 pm (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 securities exchange 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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, together with the Forms of Proxy and the Form of Election, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme and on the Ladbrokes Coral Resolutions and how to make elections under the Mix and Match Facility.

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.

This announcement does not constitute a prospectus or prospectus equivalent document.

Additional restrictions regarding the United States and other overseas jurisdictions

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements and documentation relating to the Acquisition are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction or any Restricted Jurisdiction. Persons receiving such announcements or documentation (including, without limitation, nominees, trustees and custodians) should inform themselves of, and observe, these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Acquisition disclaim any responsibility or liability for the violations of any such restrictions by any person.

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 offered in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. For the purpose of qualifying for this exemption, Ladbrokes Coral will advise the Court that its sanction of the Scheme will be relied upon by GVC as an approval of the Scheme following a hearing on its fairness to Ladbrokes Coral Shareholders at which hearing all such shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all Ladbrokes Coral Shareholders.

Any Loan Notes issued to Ladbrokes Coral Shareholders in exchange for the CVRs issued pursuant to the Scheme will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(9) thereof.

The New GVC Shares and CVRs to be issued to Ladbrokes Coral Shareholders pursuant to the Scheme and any Loan Notes to be issued to Ladbrokes Coral Shareholders in exchange for the CVRs 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 in the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act.

Under US federal securities laws, a Ladbrokes Coral Shareholder who is an "affiliate" of either Ladbrokes Coral or GVC within 90 days prior to, or of GVC at any time following, the Effective Date will be subject to certain US transfer restrictions relating to the New GVC Shares and the CVRs received in connection with the Scheme. The New GVC Shares, CVRs or Loan Notes held by such affiliates may not be sold without registration under the US Securities Act, except pursuant to the applicable resale provisions of Rule 144 under the US Securities Act or in a transaction not subject to such requirements, including transactions conducted pursuant to Regulation S under the Securities Act. Whether a person is an "affiliate" of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers, directors and significant shareholders. A person who believes that he or she may be an affiliate of Ladbrokes Coral or GVC should consult his or her own legal advisers prior to any sale of any New GVC Shares, CVRs or Loan Notes.

The receipt of New GVC Shares pursuant to the Acquisition by a US Ladbrokes Coral 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 Ladbrokes Coral Shareholders 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 Ladbrokes Coral 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 announcement. Any representation to the contrary is a criminal offence in the United States.

The Acquisition relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US 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. However, if GVC were to elect, with the consent of the Panel, and, in certain circumstances, the consent of Ladbrokes Coral to implement the Acquisition by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

Such a Takeover Offer would be made in the United States by GVC and no one else. In addition to any such Takeover Offer, any affiliates of GVC's financial advisers, GVC, its affiliates, any affiliates of Ladbrokes Coral's financial advisers or their respective affiliates, may make certain purchases of, or arrangements to purchase, shares in Ladbrokes Coral outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website: www.londonstockexchange.com, or otherwise by press release.

Unless otherwise determined by 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 and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

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, and the availability of the Mix and Match Facility to such shareholders, 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 legal or regulatory requirements.

Publication on websites and availability of hard copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available on GVC's website at http://www.gvc-plc.com/html/investor/welcome.asp and at Ladbrokes Coral's website at https://www.ladbrokescoralplc.com/investors by no later than 12 noon on 12 February 2018, but will not be available to persons in Restricted Jurisdictions or any other jurisdictions where publication of this announcement would violate the laws of such jurisdiction. The contents of the websites referred to in this announcement are not incorporated into and do 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: [phone]; 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 Investor Services PLC, tel: [phone]. 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.

 

END

 

 

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