Corporate By William Hill PLC

Announcement re sportingbet convertible bonds

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 RE SPORTINBET COVERTIBLE BOND

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

1. Sportingbet Convertible Bonds

Based on further advice on the technical interpretation of the terms and conditions of the Sportingbet Convertible Bonds, William Hill Australia and GVC announce that the see-through cash value to be attributed under the Offer to the Sportingbet Convertible Bonds is being revised to £141,000 for each £100,000 in principal amount of Sportingbet Convertible Bonds held (the "Revised Bond Terms"). Accordingly, should the Bondholder Resolution be validly passed at the Bondholder General Meeting and the Scheme subsequently become Effective, the holders of the Sportingbet Convertible Bonds will receive cash upon the redemption of their Sportingbet Convertible Bonds upon the Revised Bond Terms rather than on the basis of £134,146 for each £100,000 in principal amount of Sportingbet Convertible Bonds held, as currently specified in the scheme document published by Sportingbet on 25 January 2013 ("Scheme Document"). The aggregate value of this revision is £5.5 million.

William Hill Australia has undertaken by separate deed poll that, if Sportingbet Convertible Bondholders validly pass the Bondholder Resolution as proposed in Part 11 of the Scheme Document and the Scheme subsequently becomes Effective, it will procure that Sportingbet redeems the Sportingbet Convertible Bonds on the Revised Bond Terms.  For this purpose, William Hill Australia will, in accordance with the Transfer Agreement, provide sufficient additional funds by way of loan to Sportingbet so as to allow redemption on the Revised Bond Terms. As provided in the Transfer Agreement, such loan will be set off against the consideration payable by William Hill Australia for the transfer of the Regulated Assets and the grant of the call options over the Call Option Assets, which consideration will be increased correspondingly.

The Sportingbet Board, who have been so advised by Lazard, as the independent adviser to the Sportingbet Board for the purposes of Rule 3 of the Code, considers the Revised Bond Terms to be fair and reasonable.  In providing its advice to the Sportingbet Board, Lazard has taken into account the commercial assessment of the Sportingbet Board.

This announcement is being made with the consent of Sportingbet, William Hill Australia and GVC as parties to the Offer.

2. Regulatory Update

William Hill Australia is pleased to announce that it has now received confirmation from the Northern Territories Commission and the Australian Foreign Investment Review Board that they have granted their respective approvals of William Hill Australia's ownership of the Sportingbet Australian Business and therefore the conditions of the Offer relating to Australian Licence Approvals and the Australian Foreign Investment Review Board Approval have been satisfied.

3. Timetable

The Revised Bond Terms referred to in this announcement do not require a revised Scheme Document to be published or any amendments to be made to the timetable or the approvals required to complete the Offer. 

Therefore the contents of the Scheme Document will not be amended or deemed to be amended and the Court Meeting and the Shareholder General Meeting for Sportingbet Shareholders and the Bondholder General Meeting for Sportingbet Convertible Bondholders will, as originally scheduled, be held on 21 February 2013 at the offices of Sportingbet at 4th Floor, 45 Moorfields, London EC2Y 9AE at the times specified in the Scheme Document.

Defined terms used in this announcement shall have the same meaning as the defined terms set out in the Scheme Document unless expressed to the contrary.

Copies of this announcement and the deed poll executed by William Hill Australia will be made available on Sportingbet's website at www.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

 
   

Sportingbet

Andrew McIver

Jim Wilkinson

+44 (0)20 7184 1800

 

 

 

Lazard (Financial Adviser to Sportingbet)

Cyrus Kapadia

Aamir Khan

+44 (0)20 7187 2000

 

   

Canaccord Genuity Limited (Broker to Sportingbet)

Bruce Garrow

Adam Miller

+44 (0)20 7523 8350

   

Maitland (PR Adviser to Sportingbet)

George Hudson

Daniel Yea

+44 (0)20 7379 5151

 

 

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 matter 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.

Lazard & Co., Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Sportingbet and no-one else in connection with the Offer and the Revised Bond Terms and will not be responsible to anyone other than Sportingbet 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.

Canaccord Genuity Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Sportingbet and no-one else in connection with the Offer and the Revised Bond Terms and will not be responsible to anyone other than Sportingbet 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.