TIDMLCL TIDMGVC
RNS Number : 2802J
Ladbrokes Coral Group PLC
28 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
28 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
Scheme of arrangement becomes Effective
Ladbrokes Coral and GVC are pleased to announce that the scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") in connection with the recommended offer by GVC for the
entire issued and to be issued share capital of Ladbrokes Coral has
now become Effective in accordance with its terms as set out in the
scheme document published by Ladbrokes Coral on 9 February 2018
(the "Scheme Document"). This follows the Court's sanction of the
Scheme at the Court Hearing held on Monday 26 March 2018, as
announced by Ladbrokes Coral and GVC on the same day.
Timing of the implementation of the Acquisition will be in
accordance with the Timetable of Principal Events set out in the
Scheme Document and the combined prospectus and class 1 circular
published by GVC on 9 February 2018 (the "Prospectus") and repeated
in the announcement of 21 March 2018.
Settlement of Offer Consideration
Scheme Shareholders on the register of members of Ladbrokes
Coral at the Scheme Record Time (being 6.00 p.m. on Tuesday 27
March 2018), will be entitled to receive the Offer Consideration of
32.7 pence in cash, 0.141 New GVC Shares and a contingent
entitlement of up to 42.8 pence, plus an upward adjustment for the
time value of money, in principal value of Loan Notes by way of a
CVR linked to the outcome of the Triennial Review in respect of
each Ladbrokes Coral Share they hold at the Scheme Record Time
subject to any variation to the cash and share consideration made
pursuant to the Mix and Match Facility.
The Offer Consideration will be settled within 14 days of today,
28 March 2018.
Results of the Mix and Match Facility
Valid Share Elections in respect of 1,184,182,346 Ladbrokes
Coral Shares, representing approximately 61.42 per cent. of the
aggregate number of Scheme Shares, and valid Cash Elections in
respect of 105,485,561 Ladbrokes Coral Shares, representing
approximately 5.47 per cent. of the aggregate number of Scheme
Shares, were made by Ladbrokes Coral Shareholders. The ability to
satisfy Share Elections and Cash Elections was dependent upon other
Ladbrokes Coral Shareholders making offsetting elections. As a
result of all valid Mix and Match Elections, Ladbrokes Coral
Shareholders making valid Cash Elections will be met in full.
However, Ladbrokes Coral Shareholders making valid Share Elections
will be scaled back and will be satisfied as to approximately
33.532111 per cent. of their election.
Ladbrokes Coral Shareholders who did not make valid Cash
Elections or Share Elections or who did not participate in the Mix
and Match Facility will receive the default Offer
Consideration.
Delisting and cancellation of trading of Ladbrokes Coral
Shares
Delisting of Ladbrokes Coral Shares from the premium segment of
the Official List of the UK Listing Authority and the cancellation
of admission to trading of Ladbrokes Coral Shares on the London
Stock Exchange's main market for listed securities is expected take
effect by no later than 8.00 a.m. tomorrow, Thursday 29 March
2018.
Admission of the New GVC Shares
To satisfy the Offer Consideration, admission of 271,816,558
ordinary shares of EUR0.01 each in the capital of GVC to the
premium segment of the Official List of the UK Listing Authority
and to trading on the London Stock Exchange's main market for
listed securities is expected to take place on or around 8.00 a.m.
tomorrow, Thursday 29 March 2018.
Amended and Restated CVR Instrument
In addition, GVC has today amended and restated the CVR
Instrument dated 22 December 2017 (the "Original CVR Instrument")
under which the CVRs to be issued to Ladbrokes Coral shareholders
are constituted. This amended and restated instrument (the "Amended
and Restated CVR Instrument") provides for a limited number of
technical changes to the Original CVR Instrument. These
changes:
-- remove the discretion of the GVC Directors to refuse to
register transfers of CVRs and Loan Notes to Restricted Overseas
Holders following their initial issuance;
-- include provisions to make the Loan Notes subject to the
requirements of the US Trust Indenture Act of 1939, as amended, so
that CVR holders in the United States may receive the Loan Notes,
if issued; and
-- correct a manifest error in a formula for determining the
Relevant Value of the CVR, so as to give effect to the publicly
stated intentions of GVC and Ladbrokes Coral that GVC and the CVR
Representative evaluate the potential impact of certain measures
arising from the Triennial Review on the profitability of the
Ladbrokes Coral UK Business (such that the higher the Maximum Stake
enacted in any Maximum Stakes Measures, the greater the value of
the CVRs, and vice versa), including in circumstances where
different Maximum Stakes are enacted in the Maximum Stakes Measures
for Non-Slots Games and Slots Games.
Defined terms in this paragraph have the meanings given to them
in the Amended and Restated CVR Instrument.
These changes have been agreed between GVC and Ladbrokes Coral,
and approved by the CVR Representative in accordance with the terms
of the Original CVR Instrument.
A copy of the Amended and Restated CVR Instrument, along with a
"blackline" version of the document showing changes made to the
Original CVR Instrument by means of the Amended and Restated CVR
Instrument, will be made available later today 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.
Unless otherwise defined or stated, capitalised terms used in
this announcement have the meanings given to them in the Scheme
Document.
All times set out in this announcement are London times unless
otherwise stated.
Ladbrokes Coral Group plc Legal Entity Identifier -
213800P7FJOPCV4H3J04
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 (Sponsor and 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
Paul Bowtell, Chief Financial Officer
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 LLC ("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") which 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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