Announcement by the Boards of Sportingbet plc (“Sportingbet”),  William Hill plc (“William Hill”) and GVC Holdings plc (“GVC Holdings”)

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

Recommended Revised Proposal for Sportingbet and extension of deadline under Rule 2.6(c) of the Code

Further to previous announcements, the Boards of Sportingbet, William Hill and GVC have today reached a conditional agreement regarding a revised proposal (the “Revised Proposal”) on the basis set out below to acquire the entire issued and to be issued share capital of Sportingbet. This Revised Proposal has been agreed following detailed due diligence conducted by William Hill and GVC on Sportingbet.

The Revised Proposal values each Sportingbet share at 56.1 pence, including the previously announced proposed final dividend of 1.1 pence per share, based on a closing middle-market GVC share price of 233.5 pence on 15 October 2012 (being the last business day prior to the suspension of the GVC shares). The Revised Proposal comprises 44.8 pence in cash, 1.1 pence dividend in cash and 0.0435 new GVC shares per Sportingbet share. The Revised Proposal implies a fully diluted equity valuation (including the Sportingbet Convertible Bonds due 2016 and existing in the money options and LTIP in accordance with Rule 15 of the Code) for Sportingbet of approximately £485 million.

The Revised Proposal contemplates a ‘mix and match’ facility under which Sportingbet shareholders would have the opportunity to apply to receive proportionately more cash or more GVC shares. Certain Sportingbet shareholders (DBS Advisors, Ltd., Mark Blandford, Rockridge Investments SA and various Blandford family trusts, and Henderson Global Investors Ltd.), in aggregate holding 74,664,168 Sportingbet shares representing approximately 11.2% of the Sportingbet shareholder register, have confirmed to the Board of Sportingbet that they are supportive of the Revised Proposal and indicated that their current intention would be to elect to receive the maximum amount of new GVC shares available under the mix and match facility. If such elections were made in the event of a formal announcement, the cash amount per share of the Revised Proposal available to the rest of the Sportingbet ordinary shareholders who elect to receive the maximum amount of their consideration in cash (and minimum in new GVC shares) would be approximately 50.4 pence, equating to approximately 91.7% of their total consideration. However, there can be no guarantee that if a firm offer is made by William Hill and GVC, those Sportingbet shareholders will make such elections to receive only new shares in GVC and no cash consideration.

Subject to reaching agreement upon the offer’s detailed terms and conditions and the level of cash consideration available to those Sportingbet shareholders who may wish to receive their consideration in cash, the Board of Sportingbet has confirmed to William Hill and GVC that if such an offer on the terms of the Revised Proposal were to be made, the Board of Sportingbet would expect unanimously to recommend it to Sportingbet shareholders and has therefore agreed to continue to work with William Hill and GVC to facilitate the making of a formal announcement of an offer for Sportingbet pursuant to Rule 2.7 of the Code.

In accordance with Rule 2.6(a) of the Code, William Hill and GVC were required, by not later than 5.00 p.m. on 4 December 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 18 December 2012, to enable the parties to conclude their on-going discussions and seek to reach an agreement on the detailed terms and conditions regarding a possible offer for Sportingbet.

There is no certainty that at the end of this period, an offer for Sportingbet will be 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.

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

William Hill and GVC remain committed to working exclusively with each other in relation to any possible offer for Sportingbet.

William Hill and GVC will not increase or reduce the value of the Revised Proposal unless a third party announces a firm or possible intention to make an offer for Sportingbet. The making of any such revised offer would be subject to a number of pre-conditions, including the satisfactory completion of further due diligence and the unanimous recommendation of the Board of Sportingbet. William Hill and GVC reserve the right to waive any or all of such pre-conditions. Further, William Hill and GVC reserve the right to vary the form and/or mix of consideration and/or introduce other forms of consideration.

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’s 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	+44 (0)20 8918 3614
Citi (Lead Financial Adviser and Joint Broker to William Hill)	+44 (0)20 7986 4000
Jan Skarbek Andrew Seaton
Investec (Financial Adviser and Joint Broker to William Hill)	+44 (0)20 7597 5970
Chris Treneman James Rudd
Brunswick (PR Adviser to William Hill)	+44 (0)20 7404 5959
Simon Sporborg
GVC Holdings Kenneth Alexander, Chief Executive Officer Richard Cooper, Group Finance Director	+44 (0)20 7398 7702
Daniel Stewart (Financial Adviser and Broker to GVC Holdings)	+44 (0)20 7776 6550
Paul Shackleton David Hart
Abchurch (PR Adviser to GVC Holdings)	+44 (0)20 7398 7702
Henry Harrison-Topham
Sportingbet	+44 (0)20 7184 1800
Andrew McIver Jim Wilkinson
Lazard (Financial Adviser to Sportingbet)	+44 (0)20 7187 2000
Cyrus Kapadia Aamir Khan
Canaccord Genuity Limited (Broker to Sportingbet)	+44 (0)20 7523 8350
Erik Anderson Bruce Garrow
Maitland (PR Adviser to Sportingbet)	+44 (0)20 7379 5151
George Hudson Daniel Yea	+44 (0)75 9527 0877 +44 (0)75 9527 0691

 

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 William Hill 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 William Hill 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 GVC 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, GVCand the Panel have agreed that for the purposes of this offer period GVC 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 +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.