Corporate By William Hill PLC

Posting of Scheme Document

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 SUCH JURISDICTION

 

For immediate release                                                                                      

25 January 2013

RECOMMENDED OFFER

 FOR

SPORTINGBET PLC

BY

WILLIAM HILL AUSTRALIA PTY LIMITED, A WHOLLY

OWNED SUBSIDIARY OF WILLIAM HILL PLC

AND

GVC HOLDINGS PLC

 

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

POSTING OF SCHEME DOCUMENT

The board of Sportingbet announces that further to its announcements on 17 January 2013 and 23 January 2013, the Scheme Document is today being despatched to Sportingbet Shareholders and Sportingbet Convertible Bondholders and, for information only, participants in the Sportingbet Share Plans.  The Scheme Document contains, among other things, further details on the Offer, the terms and conditions of the Offer and the Scheme and the actions to be taken by Sportingbet Shareholders as part of the Scheme and by Sportingbet Convertible Bondholders. Copies are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sportingbet's website at www.sportingbetplc.com, William Hill's website atwww.williamhillplc.com, and GVC's website at www.gvc-plc.com.  For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this announcement. 

The GVC Prospectus has been approved by the UK Listing Authority and accordingly has been published today and is available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Sportingbet's website atwww.sportingbetplc.com and GVC's website at www.gvc-plc.com.

As noted in the Announcement, UBS executed an irrevocable undertaking in respect of 29,472,443 Sportingbet Shares, which was amended as set out in the announcement of 17 January 2013. This amended irrevocable undertaking provided that it would lapse if the Scheme Document was not posted to Sportingbet Shareholders on or before 24 January 2013. UBS agreed yesterday to extend this date. 

Terms defined in the announcement by the boards of William Hill plc, GVC Holdings plc and Sportingbet plc made on 20 December 2012 have the same meaning when used in this announcement. 

Enquiries 

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)
Erik Anderson
Bruce Garrow
+44 (0)20 7523 8350 

Maitland (PR Adviser to Sportingbet)
George Hudson
Daniel Yea
+44 (0)20 7379 5151

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)
Henry Harrison-Topham
+44 (0)20 7398 7702

Further information

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 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 Sportingbet 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.

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 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 Sportingbet 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.

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 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 William Hill 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.

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 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 William Hill 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.

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.

Sportingbet Shareholders and Sportingbet Convertible Bondholders may request a hard copy of this announcement by contacting Sportingbet's registrar, Capita Registrars on 0871 664 0321 (from inside the UK) or +44 20 8639 3399 (from outside the UK). Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus any of your service provider's network extras, lines are open 9.00 a.m. - 5.30 p.m (UK time) Monday to Friday. Calls to the Capita Registrars' +44 20 8639 3399 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Capita Registrars cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. It is important to note that unless such a request is made, a hard copy of this announcement will not be sent to any Sportingbet Shareholder or Sportingbet Convertible Bondholder. A Sportingbet Shareholder or Sportingbet Convertible Bondholder may also request that all future documents, announcements and information to be sent to that Sportingbet Shareholder or Sportingbet Convertible Bondholder in relation to the Offer should be in hard copy form.

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.

Sportingbet, William Hill and GVC urge 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, William Hill or the William Hill Group or GVC or the GVC Group except where otherwise stated.

Overseas Shareholders

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.

Scheme Document - DOCUMENT WOULD NOT UPLOAD

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