Publication of Prospectus & Restoration of Trading
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
WILLIAM HILL AUSTRALIA PTY LIMITED, A WHOLLY
GVC HOLDINGS PLC (“GVC”)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
PUBLICATION AND POSTING OF GVC Publication of Prospectus & Restoration of Trading
RESTORATION OF TRADING ON AIM
On 20 December 2012, GVC, William Hill plc (“William Hill”) and Sportingbet plc (“Sportingbet”) announced that they had reached agreement on the terms of a recommended offer pursuant to which GVC will acquire the entire issued and to be issued share capital of Sportingbet, and members of the William Hill Group will acquire the Australian business of Sportingbet, the “miapuesta” brand, certain Guernsey domiciled companies and will be granted a call option over the Spanish business of Sportingbet (“Acquisition”). The Acquisition is to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (“Scheme of Arrangement”).
Further to that announcement, GVC announces that the prospectus (“Prospectus”) published in connection with the Acquisition has been approved by the UK Listing Authority and is being made available to shareholders of Sportingbet and GVC today. The Prospectus serves as both an admission document prepared in accordance with the AIM Rules for Companies and a prospectus prepared in accordance with the Financial Services Authority’s Prospectus Rules.
GVC also announces that, following publication of the Prospectus today, trading on AIM of GVC’s existing ordinary shares is expected to be restored with effect from 7.30 a.m. on Monday 28 January 2013.
GVC shareholders will shortly receive a copy of the Prospectus, together with a notice convening an extraordinary general meeting in connection with the Acquisition (“EGM Notice”).
Copies of the Prospectus and EGM Notice are also available for viewing on the GVC website at www.gvc-plc.com and at the offices of Daniel Stewart & Company plc (GVC’s Nominated Adviser) at Becket House, 36 Old Jewry, London, EC2R 8DD, United Kingdom.
The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
GVC today publishes a presentation which outlines the Acquisition. A copy of this presentation, the contents of which have been sourced from the Prospectus, will be available later today from the Group’s website at www.gvc-plc.com.
GVC will be making this presentation to shareholders at 10.30 a.m. on Monday 4 February 2013 at the offices of Abchurch Communications, 125 Old Broad Street, London EC2N 1AR. All shareholders on the register of GVC on 28 January 2013 are entitled to attend. Any individuals wishing to attend the meeting for shareholders should send an email to the following address email@example.com in order to register for the session. Shareholders holding shares in nominee accounts may also attend provided the nominee certifies that holding in writing and that certification is delivered to GVC by 10 a.m. on Friday 1 February 2013 to firstname.lastname@example.org. Please note the conditions detailed above relating to proof of shareholding in GVC which will be required to attend.
The Effective Date for the Scheme of Arrangement is scheduled for 19 March 2013. GVC intends therefore to publish its Preliminary Results for the year ended 31 December 2012 as soon as is practicable after that date.
Capitalised terms used in this announcement have the meaning given to them in the Prospectus, unless stated otherwise.
Kenneth Alexander, Chief Executive Officer
Richard Cooper, Group Finance Director
+44 (0)20 7398 7702
Daniel Stewart (Financial Adviser, NOMAD and Broker to GVC)
+44 (0)20 7776 6550
Abchurch (PR Adviser to GVC)
+44 (0)20 7398 7702
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 Offer and will not regard any other person as a client in relation to the 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 Offer or any matters referred to in this announcement.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer will be made solely by means of the Scheme Document or any other document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Scheme.
This announcement has been prepared for the purpose of complying with English law and the City 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 of jurisdictions outside the United Kingdom.
GVC urges Sportingbet Shareholders and Sportingbet Convertible Bondholders to read the Scheme Document and the GVC Prospectus because they will contain important information relating to the Offer. Any approval, decision or other response to the Offer should be made only on the basis of information in the Scheme Document and the GVC Prospectus.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Sportingbet or the Sportingbet Group or GVC or the GVC Group. This announcement does not constitute a prospectus or a prospectus equivalent document.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The Offer relates to securities of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. The Scheme will relate to the shares of an English company that is a “foreign private issuer” as defined under Rule 36.4 under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules and the laws of other jurisdictions outside the United Kingdom.
Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies. However, if William Hill Australia and GVC were to elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including US tender offer rules, to the extent applicable. Unless otherwise determined by William Hill Australia and GVC or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in favour of the Offer by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of such jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of such jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Offer (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means or instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction.
The availability of the Offer to Sportingbet Shareholders and Sportingbet Convertible Bondholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.