TIDMLCL TIDMGVC
RNS Number : 4854I
Ladbrokes Coral Group PLC
21 March 2018
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
FOR IMMEDIATE RELEASE
21 March 2018
RECOMMED OFFER
FOR
LADBROKES CORAL GROUP PLC ("LADBROKES CORAL")
BY
GVC HOLDINGS PLC ("GVC")
TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
Notice of Court Hearing and receipt of regulatory clearances
Ladbrokes Coral and GVC are pleased to announce that all
regulatory clearances have been received in relation to the
Acquisition and the Court Hearing to sanction the Scheme will be
held on 26 March 2018.
The Acquisition is expected to be implemented in accordance with
the following timetable of principal events as set out in the
scheme document published by Ladbrokes Coral on 9 February 2018
(the "Scheme Document") and in the combined prospectus and class 1
circular published by GVC on 9 February 2018 (the
"Prospectus").
Event Expected Time/Date
Court Hearing Monday 26 March
to sanction the 2018
Scheme
Last day of dealings Tuesday 27 March
in, and for the 2018
registration of
transfers of,
and disablement
in CREST of, Ladbrokes
Coral Shares
Scheme Record 6.00 p.m. on Tuesday
Time 27 March 2018
Suspension of 7.30 a.m. on Wednesday
listing of, and 28 March 2018
dealings in, Ladbrokes
Coral Shares
Expected Effective Wednesday 28 March
Date of the Scheme 2018
Cancellation of by no later than
listing of, and 8.00 a.m. on Thursday
trading in, Ladbrokes 29 March 2018
Coral Shares
New GVC Shares 8.00 a.m. on Thursday
issued in respect 29 March 2018
of Scheme Shares
Admission and 8.00 a.m. on Thursday
commencement of 29 March 2018
dealings in New
GVC Shares on
the London Stock
Exchange's main
market for listed
securities
Settlement of within 14 days
the Offer Consideration of the Effective
Date
All times shown are London times unless otherwise stated. All
dates and times are based on current expectations and are subject
to change. If any of the dates and/or times in this expected
timetable change, the revised dates and/or times will be notified
to Ladbrokes Coral and GVC Shareholders by announcement through a
Regulatory Information Service.
Update on CVRs
As previously set out in the Scheme Document and the Prospectus,
GVC has been considering seeking an over the counter trading
facility or listing for the CVRs which are to be issued pursuant to
the Scheme and/or any Loan Notes which are subsequently issued. GVC
now confirms that it will not be offering an over the counter
trading facility or listing for the CVRs or the Loan Notes due to a
combination of factors including the limited availability of widely
recognised markets on which to list the CVRs, the complexity of the
process and the time (and resultant cost) required to achieve a
potential listing relative to the short term nature of the CVRs.
Nonetheless the CVRs and any Loan Notes will remain freely
transferable.
Unless otherwise defined, capitalised terms used in this
announcement have the meaning given to them in the Scheme
Document.
Enquiries
GVC
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
David Sola
Dilshad Kunnummal
Quynh Ho
Investec (Corporate Broker to GVC) +44 (0) 20 7597 5970
Chris Treneman
Garry Levin
Carlton Nelson
Buchanan (PR Adviser to GVC)
David Rydell +44 (0) 7798 646021
Henry Harrison-Topham +44 (0) 7872 604467
Chris Lane +44 (0) 7899 793612
Ladbrokes Coral +44 (0) 20 8429 7776
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) +44 (0) 20 7198
7400
David Wyles
Pieter-Jan Bouten
Michael Lord
UBS (Financial Adviser and Corporate Broker to Ladbrokes Coral) +44 (0) 20 7568 1000
William Vereker
John Woolland
Jonathan Retter
Deutsche Bank (Financial Adviser and Corporate Broker to
Ladbrokes Coral)
+44 (0) 207 545 8000
Matt Hall
Neil Collingridge
Tulchan (PR Adviser to Ladbrokes Coral) +44 (0) 207 353 4200
David Allchurch
Will Smith
Important notices
Greenhill & Co. International LLP ("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") 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.
Forward-looking statements
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.
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 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 p.m.
(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 +44 (0)20 7638 0129 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
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.
Ladbrokes Coral Group plc LEI - 213800P7FJOPCV4H3J04
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFMGZFDMNGRZM
(END) Dow Jones Newswires
March 21, 2018 10:40 ET (14:40 GMT)
Ladbrokes Coral (LSE:LCL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ladbrokes Coral (LSE:LCL)
Historical Stock Chart
From Apr 2023 to Apr 2024