PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY INFORMATION
| (a) Identity of the person whose positions/dealings are being disclosed: | WILLIAM HILL PLC GVC HOLDINGS PLC |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree |
GVC HOLDINGS PLC |
| (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | OFFEROR |
| (e) Date position held/dealing undertaken: | 2 OCTOBER 2012 |
| (f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer? | YES SPORTINGBET PLC |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security: | ORDINARY SHARES in GVC HOLDINGS PLC | |||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | N/A | N/A | N/A | N/A |
| (2) Derivatives (other than options): | N/A | N/A | N/A | N/A |
| (3) Options and agreements to purchase/sell: | N/A | N/A | N/A | N/A |
| TOTAL: | N/A | N/A | N/A | N/A |
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
| Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
| N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: | |||
| Concert Party | Interests | ||
| Nature of Interest | Number | % | |
| (a) Persons acting in concert with William Hill PLC | |||
| N/A | N/A | N/A | N/A
|
| (b) Persons acting in concert with GVC Holdings PLC | |||
| Kenny Alexander | Relevant securities owned or controlled | 313,333* | 0.99 |
| Lee Feldman | Relevant securities owned or controlled | 73,700 | 0.23 |
| Richard Cooper | Relevant securities owned or controlled | 135,000** | 0.43 |
| Audley Capital Management Limited | Relevant securities owned or controlled | 6,755,030 | 21.38 |
| * The 313,333 shares in which Kenny Alexander is interested are held by his wife, Caroline Alexander.
** The 135,000 shares in which Richard Cooper is interested are held by his wife, Pascale Mourier Cooper. |
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If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state “none” |
| None |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none” |
| None |
(c) Attachments
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 3 October 2012 |
| Contact name: | William Hill plc Lyndsay Wright, Director of IR |
| Telephone number: | +44 (0) 20 8918 3614 |
| Contact name: | GVC Holdings plc Kenneth Alexander, Chief Executive Officer Richard Cooper, Group Finance Director |
| Telephone number: | +44 (0) 20 7398 7729 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.