Corporate By William Hill PLC

Announcement re Sportingbet Convertible Bonds - Irrevocable

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

Announcement by the Boards of William Hill Australia Pty Limited ("William Hill Australia") and GVC Holdings plc ("GVC")

William Hill Australia and GVC are pleased to announce that funds controlled by BTG Pactual, which currently own in aggregate £20,600,000 in principal amount of Sportingbet Convertible Bonds (representing approximately 26 per cent of the Sportingbet Convertible Bonds in issue) have executed an irrevocable undertaking to vote such Sportingbet Convertible Bonds in favour of the Bondholder Resolution to be proposed at the Bondholder General Meeting.  Such irrevocable undertaking will lapse only if the Offer lapses or is withdrawn.

Defined terms used in this announcement shall have the same meaning as the defined terms set out in the scheme document published by Sportingbet on 25 January 2013 unless expressed to the contrary.

Copies of this announcement and the irrevocable undertaking will be made available on Sportingbet's website atwww.sportingbetplc.com, William Hill's website at www.williamhillplc.com and GVC's website at www.gvc-plc.com.

Enquiries

William Hill

Ralph Topping, Chief Executive

Neil Cooper, Group Finance Director

Lyndsay Wright, Director of IR

 

+44 (0)20 8918 3614

Citi (Lead Financial Adviser and Joint Broker to William Hill)

Jan Skarbek

Andrew Seaton

Sajjad Vakilian

+44 (0)20 7986 4000

 

 

Investec (Financial Adviser and Joint Broker to William Hill)

Chris Treneman

James Rudd

 

+44 (0)20 7597 5970

Brunswick (PR Adviser to William Hill)

Simon Sporborg

 

+44 (0)20 7404 5959

GVC

Kenneth Alexander, Chief Executive Officer

Richard Cooper, Group Finance Director

+44 (0)20 7398 7702

   

Daniel Stewart (Financial Adviser, NOMAD and Broker to GVC)

Paul Shackleton

David Hart

+44 (0)20 7776 6550

   

Abchurch (PR Adviser to GVC)

+44 (0)20 7398 7702

Henry Harrison-Topham

 

 

Further information

Citigroup Global Markets Limited, which 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 Offer and the Revised Bond Terms and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients nor for providing advice in connection with the Offer, the Revised Bond Terms or any matters referred to in this announcement.

Investec Investment Banking, a division of Investec Bank plc, which 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 Offer and the Revised Bond Terms and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients nor for providing advice in connection with the Offer, the Revised Bond Terms or any matters referred to in this announcement.

Daniel Stewart & Company plc, which 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 the Revised Bond Terms and will not be responsible to anyone other than GVC for providing the protections afforded to its clients nor for providing advice in connection with the Offer, the Revised Bond Terms 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 is being made solely by means of the Scheme Document or any other document by which the Offer is made which 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.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City 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 City 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, GVC and 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 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.