Extension of deadline under Rule2.6(c) of the Code

RNS Number : 7494O

GVC Holdings PLC

16 October 2012

 



16 October 2012

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

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, EVEN IF THE PRE-CONDITIONS ARE SATISFIED OR WAIVED

Extension of deadline under Rule 2.6(c) of the Code

Further to previous announcements, the Boards of Sportingbet plc ("Sportingbet"), William Hill plc ("William Hill") and GVC Holdings plc ("GVC Holdings") have reached agreement regarding a revised, increased proposal (the "Increased Proposal") to acquire the entire issued and to be issued share capital of Sportingbet. The Increased Proposal values each Sportingbet share at 61.1 pence per share, including the recently announced proposed final dividend of 1.1 pence per share, based on a closing middle-market GVC Holdings share price of 233.5 pence on 15 October 2012.  The Increased Proposal comprises 48.9 pence in cash, 1.1 pence dividend in cash and 0.0475 new GVC Holdings shares per Sportingbet share. The Increased Proposal implies a fully diluted equity valuation (including the Sportingbet Convertible Bonds due 2016 and existing options and LTIP in accordance with Rule 15 of the Code) for Sportingbet of approximately £530 million.

The revised proposal includes a 'mix and match' facility under which Sportingbet shareholders will have the opportunity to apply to receive proportionately more cash or more shares.

Subject to reaching agreement upon its detailed terms and conditions, the Board of Sportingbet has confirmed to William Hill and GVC Holdings that if such an offer were to be made, the Board of Sportingbet would expect to unanimously recommend it to Sportingbet shareholders and has therefore agreed to work with William Hill and GVC Holdings to facilitate the making of a formal offer for Sportingbet pursuant to Rule 2.7 of the Code, including the provision of due diligence.

Following the announcement on 19 September 2012 and in accordance with Rule 2.6(a) of the Code, William Hill and GVC Holdings were required, by not later than 5.00 p.m. on 16 October 2012, to either announce a firm intention to make an offer for Sportingbet in accordance with Rule 2.7 of the Code or announce they do not intend to make an offer.  At the request of Sportingbet, the Panel has consented to an extension of this deadline until 5.00 p.m. on 13 November 2012.  There is no certainty that at the end of this period, an offer for Sportingbet will be made, nor as to the terms of any such offer (if made). This deadline may be extended further with the consent of the Panel, at Sportingbet's request, in accordance with Rule 2.6(c) of the Code.

The making of any offer would be subject to a number of pre-conditions, including the satisfactory completion of due diligence and the recommendation of the Board of Sportingbet.  William Hill and GVC Holdings reserve the right to waive any or all of such pre-conditions.  In addition, William Hill and GVC Holdings reserve the right to make an offer at a level of cash and / or exchange ratio on less favourable terms than set out in the Increased Proposal in the event that: (i) the Board of Sportingbet agrees and recommends any such change; or (ii) a third party announces a firm intention to make an offer for Sportingbet.  Further, William Hill and GVC Holdings reserve the right to vary the form and/or mix of consideration and/or introduce other forms of consideration.

This announcement is being made with the consent of William Hill and GVC Holdings.

A further announcement will be made as appropriate. A copy of this announcement will be available on Sportingbet's website (www.sportingbetplc.com), on GVC Holdings' website (www.gvc-plc.com) and on William Hill's website (www.williamhillplc.com).

The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Enquiries:

William Hill Lyndsay Wright, Director of IR	[phone]
Citi (Lead Financial Adviser and Joint Broker to William Hill) Jan Skarbek Andrew Seaton	[phone]
Investec (Financial Adviser and Joint Broker to William Hill) Chris Treneman James Rudd	[phone]
Brunswick (PR Adviser to William Hill) Simon Sporborg	[phone]
GVC Holdings Kenneth Alexander, Chief Executive Officer Richard Cooper, Group Finance Director	[phone]
Daniel Stewart (Financial Adviser and Broker to GVC Holdings) Paul Shackleton David Hart	[phone]
Abchurch (PR Adviser to GVC Holdings)	[phone]
Henry Harrison-Topham
Sportingbet Andrew McIver Jim Wilkinson	[phone]
Lazard (Financial Adviser to Sportingbet) Cyrus Kapadia Aamir Khan	[phone]
Canaccord Genuity Limited (Broker to Sportingbet) Erik Anderson Bruce Garrow	[phone]
Maitland (PR Adviser to Sportingbet) George Hudson Daniel Yea	[phone] [phone] [phone]

Important Notice

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 possible offer and will not regard any other person as a client in relation to the possible 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 possible 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 possible offer and will not regard any other person as a client in relation to the possible 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 possible 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 possible offer and will not regard any other person as a client in relation to the possible 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 possible offer or any matters referred to in this announcement.

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 possible offer and will not regard any other person as a client in relation to the possible 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 possible 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 possible offer and will not regard any other person as a client in relation to the possible 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 possible offer or any matters referred to in this announcement.

Dealing Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 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 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 1% 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 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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. William Hill, GVC Holdings and the Panel have agreed that for the purposes of this offer period GVC Holdings will be treated as a paper offeror for the purposes of Rule 8.

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.

 

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