Corporate By William Hill PLC

Sportingbet PLC - results of bondholder and shareholder meetings

The Board of Sportingbet plc is pleased to announce that at the Bondholder General Meeting, the Court Meeting and the Shareholder General Meeting held earlier today in connection with the Offer, the resolutions proposed were approved by the requisite majorities of Sportingbet Convertible Bondholders and Sportingbet Shareholders.

The voting results in relation to the Meetings are summarised below.

Bondholder General Meeting

At the Bondholder General Meeting, out of a total of 657 votes cast, 657 votes (representing 100 per cent. of the votes cast) were cast in favour of the extraordinary resolution to, amongst other things, approve the modifications to the Convertible Bonds Trust Deed and the terms and conditions of the Sportingbet Convertible Bonds and, as this was in excess of three-quarters of the votes cast, the extraordinary resolution was duly passed on a poll by the requisite majority. The voting results were as follows:

 

 

Number of votes of Sportingbet Convertible Bondholders

Sportingbet Convertible Bondholder votes as a percentage of votes cast (%)

FOR

657

100

AGAINST

0

0

Court Meeting

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 86.71 per cent by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

 

Number of Scheme Shares voted

Percentage of Scheme Shares voted (%)

Number of Scheme Shareholders who voted

Percentage of Scheme Shareholders voting (%)

Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Scheme Shareholders entitled to vote on the resolution (%)

FOR

371,820,373

86.71

253

83.22

56.59

AGAINST

56,986,218

13.29

51

16.78

8.67

Accordingly, the resolution proposed at the Court Meeting was duly passed by the requisite majority.

Shareholder General Meeting

At the Shareholder General Meeting, the special resolution to approve the Scheme and provide for its implementation of the Scheme was duly passed on a poll by the requisite majority. The voting results were as follows:

 

Number of Sportingbet Shares voted

Percentage of Sportingbet Shares voted (%)

FOR

400,376,313

87.20

AGAINST

58,767,903

12.80

WITHHELD

861,844

N/A

Next Steps

Completion of the Offer remains subject to the satisfaction or waiver of certain Conditions set out in the Scheme Document published on 25 January 2013, including Court sanction of the Scheme and Court confirmation of the associated Reduction of Capital. The expected date for the Scheme Court Hearing is 11 March 2013 and the expected date for the Reduction Court Hearing is 14 March 2013. Subject to the Conditions as described above, it is anticipated that the Scheme will become effective on or around 19 March 2013. Further details of the expected timetable of principal events are set out below.

Capitalised terms, unless otherwise defined in this announcement, have the meaning given to them in the Scheme Document published on 25 January 2013.

A copy of this announcement will be available on the websites of Sportingbet at www.sportingbetplc.com, William Hill at www.williamhillplc.com and GVC at www.GVC-plc.com.

 

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)

Bruce Garrow

Adam Miller

+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

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in the following table are London times, unless otherwise stated. The following dates are indicative only and are subject to change:

Event

 

Time and/or date

Scheme Court Hearing to sanction the Scheme

 

11 March 2013

Last day of dealings in, and for registration of transfers of, and date of disablement in CREST of, Sportingbet Shares and Sportingbet Convertible Bonds

12 March 2013

Latest time for lodging the Form of Election (green form) or sending TTE Instruction

1.00 p.m. on 12 March 2013

Reclassification Record Time

 

5.00 p.m. on 13 March 2013

Scheme Record Time

 

6.00 p.m. on 13 March 2013

Reduction Court Hearing to confirm the Reduction of Capital

 

14 March 2013

Completion of the Reorganisation and the Transfer

 

completion to occur between 14 March 2013 and the Effective Time on 19 March 2013

Effective Date

19 March 2013

Cancellation of listing of Sportingbet Convertible Bonds

8.00 a.m. on 20 March 2013

Cancellation of listing of Sportingbet Shares

8.00 a.m. on 20 March 2013

New GVC Shares issued by

8.00 a.m. on 20 March 2013

Admission/Re-Admission occurs and trading in GVC Shares commences

8.00 a.m. on 20 March 2013

Crediting of New GVC Shares to CREST accounts

as soon as possible after

8.00 a.m. on 20 March 2013

Latest date for despatch of cheques and share certificates or settlement through CREST in respect of the Cash Consideration, the Bondholder Cash Consideration and the New GVC Shares

2 April 2013