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This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
LADBROKES GROUP FINANCE PLC
LAUNCHES CONSENT SOLICITATION IN RESPECT OF ITS
(i) £100,000,000 5.125 PER CENT. BONDS DUE 2022 (ISIN: XS1066478014) GUARANTEED BY LADBROKES CORAL GROUP PLC; AND
(ii) £400,000,000 5.125 PER CENT. NOTES DUE 2023 (ISIN: XS1514268165) GUARANTEED BY LADBROKES CORAL GROUP PLC
13 February 2018
Ladbrokes Group Finance plc (the "Issuer") today announces that it is soliciting consents from holders of its (i) £100,000,000 5.125 per cent. Bonds due 2022 (ISIN: XS1066478014) guaranteed by Ladbrokes Coral Group plc (the "Guarantor") (the "2022 Notes") and (ii) the £400,000,000 5.125 per cent. Notes due 2023 (ISIN: XS1514268165) guaranteed by the Guarantor (the "2023 Notes" and together with the 2022 Notes, the "Notes") to:
(a) authorise certain waivers in respect of the respective terms and conditions of the Notes (the "Conditions");
(b) direct an amendment of certain provisions of (i) the trust deed dated 16 June 2014 between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee") that constitutes the 2022 Notes (the "2022 Notes Trust Deed"), (ii) the trust deed dated 8 November 2016 between the Issuer, the Guarantor and the Trustee that constitutes the 2023 Notes (the "2023 Notes Trust Deed" and together with the 2022 Notes Trust Deed, the "Trust Deeds"), (iii) the agency agreement dated 16 June 2014 between the Issuer, the Guarantor, Deutsche Bank AG, London Branch (the "Principal Paying Agent") and the other agents named therein (the "2022 Agency Agreement") and (iv) the agency agreement dated 8 November 2016 between the Issuer, the Guarantor and the Principal Paying Agent (the "2023 Agency Agreement" and together with the 2022 Agency Agreement, the "Agency Agreements"), in each case to authorise the substitution of GVC Holdings PLC ("GVC") in the place of the Guarantor and the designation of Ladbrokes Coral Group plc as an Additional Guarantor under the Notes (the "Guarantor Substitution"); and
(c) direct the Trustee to enter into an intercreditor agreement among creditors of GVC on behalf of the Noteholders (the "Intercreditor Accession"), as summarised below and in more detail in a consent solicitation memorandum (the "Consent Solicitation Memorandum") to be made available to Noteholders shortly after the date hereof.
The Issuer is soliciting consents from holders of the outstanding 2022 Notes (the "2022 Noteholders") to (i) a waiver (the "2022 Notes Change of Control Waiver") of the Change of Control put option expected to arise upon the completion of the Acquisition, (ii) the Guarantor Substitution and (iii) the Intercreditor Accession.
The Issuer is soliciting consents from holders of the outstanding 2023 Notes (the "2023 Noteholders" and together with the 2022 Noteholders, the "Noteholders") to (i) a waiver (the "2023 Notes Change of Control Waiver" and together with the 2022 Notes Waiver, the "Change of Control Waivers") of the Change of Control put option expected to arise upon the completion of the Acquisition, (ii) the Guarantor Substitution and (iii) the Intercreditor Accession.
Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
The Issuer hereby solicits the consent of the Noteholders, subject to the terms and the conditions set forth in the Consent Solicitation Memorandum (as it may be amended or supplemented in accordance with its terms by the Issuer), to the Change of Control Waivers, the Guarantor Substitution and the Intercreditor Accession (the "Consent Solicitation").
Subject to the terms and conditions set forth in the Consent Solicitation Memorandum, (i) 2022 Noteholders that deliver (and do not revoke) a valid Consent on or before the 2022 Consent Fee Deadline will be entitled to receive the Consent Fee (as defined below) and (ii) 2023 Noteholders that deliver (and do not revoke) a valid Consent on or before the 2023 Consent Fee Deadline will be entitled to receive the Consent Fee, provided, in each case, that, inter alia, the relevant extraordinary resolution (each, an "Extraordinary Resolution" and together the "Extraordinary Resolutions") set out in the relevant Notice (as defined below) is approved and the other Conditions Precedent (as defined herein) are satisfied. The "Consent Fee", which is £0.30 per £100 in principal amount of Notes held by a Noteholder, will be paid in cash on the settlement date, which is expected to be on or about the date that falls five days after the settlement of the relevant Conditions Precedent. Noteholders who deliver an Electronic Voting Instruction voting against the proposed consent solicited in the Consent Solicitation Memorandum or who attend the Meeting (as opposed to voting via submission of Electronic Voting Instructions in favour of the relevant Proposals) will not be entitled to receive the Consent Fee.
MEETINGS OF NOTEHOLDERS
The notices convening the meetings of the Noteholders (the "Notices") will be sent to respective Noteholders on the same date as this announcement in accordance with the Trust Deeds, and will give notice that the meetings will be held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF, on 9 March 2018 at (i) 10:00 a.m. in the case of the Meeting relating to the 2022 Notes (the "2022 Meeting") and (ii) 10:15 a.m. in the case of the Meeting relating to the 2023 Notes (the "2023 Meeting" and together with the 2022 Meeting, the "Meetings").
Noteholders wishing to participate in the Consent Solicitation must submit, or arrange to have submitted on their behalf, electronic voting instructions ("Electronic Voting Instructions") through Euroclear Bank SA/NV or Clearstream Banking S.A. (together, the "Clearing Systems"), in accordance with the procedures of, and the time limits specified by, the relevant Clearing System and the terms and conditions of the Consent Solicitation Memorandum. Only direct accountholders in the Clearing Systems may submit Electronic Voting Instructions. Noteholders whose Notes are held on their behalf by an accountholder other than themselves must contact and request such accountholder to effect the relevant Electronic Voting Instructions on their behalf prior to any earlier deadlines imposed by such broker, dealer, commercial bank, custodian, trust company or accountholder from those set out in the Consent Solicitation Memorandum in order for such Electronic Voting Instructions to be delivered to the relevant Clearing System. Noteholders may attend the relevant Meeting(s) and vote as further detailed herein. However, Noteholders who attend and vote at the relevant Meeting(s) in person will not be entitled to receive the Consent Fee. Noteholders will not be able to submit Electronic Voting Instructions after the Solicitation Deadline, unless the Meeting(s) is/are adjourned.
BACKGROUND TO THE CONSENT SOLICITATION
On 22 December 2017, the Boards of GVC and Ladbrokes Coral Group plc ("Ladbrokes" and, together with GVC, the "Enlarged Group") announced that they had reached agreement on the terms of a recommended offer by GVC to acquire the entire issued and to be issued ordinary share capital of Ladbrokes (the "Acquisition").
Following completion of the proposed Acquisition, the shareholders of GVC will hold approximately 53.5 per cent. of the issued share capital of the Enlarged Group on a fully diluted basis.
It is currently anticipated that the Acquisition will be implemented by way of a court‐sanctioned scheme of arrangement of Ladbrokes under Part 26 of the Companies Act 2006, subject to necessary shareholder, regulatory and other approvals. It is currently expected that the Acquisition will be completed on 28 March 2018. Further details of the Acquisition are set out in the Scheme Document, which is incorporated by reference into the Consent Solicitation Memorandum and available at https://www.ladbrokescoralplc.com/~/media/files/l/ladbrokes-coral-group/offerdocuments/ladbrokes-coral-scheme-document.pdf and available upon request from the Tabulation and Information Agent.
Rationale for the Acquisition
GVC and Ladbrokes have both created leading and distinctive brands and products, delivered via market-leading technology platforms. The Acquisition has a compelling strategic and financial rationale:
Revenue and profit growth: The Enlarged Group will have the opportunity to maximise revenue and profit growth by harnessing the best elements of each of their respective client relationship management tools and skills that have been developed in both businesses to acquire and retain customers as well as driving higher player yield. Ladbrokes' significant retail presence and multi-channel know-how can assist GVC in driving further online growth in both GVC and Ladbrokes brands;
Significant breadth and scale: The Enlarged Group will, based on current wagers and revenues of GVC and Ladbrokes, be one of the largest listed sportsbook operators in the world by wagers and the largest listed online-led betting and gaming operator by revenue. It will have top three market positions in three of Europe's largest online gaming markets - the UK, Germany and Italy - plus a significant business in Australia and exposure to the USA and other growth markets, giving it the size and resources to address the dynamics of the rapidly changing global gaming industry;
Multichannel distribution combined with market-leading technology: With expertise and scale across all distribution channels (online, retail and mobile) and ownership of its market-leading technology, the Enlarged Group will have the ability to increase further its customer base and continue to build leading positions in existing and new markets;
Leading brands: The Enlarged Group will have some of the strongest retail and online industry brands, including Ladbrokes, Coral, Gala, bwin.party, Party Poker and Sportingbet. It will be able to respond to evolving consumer product preferences based on data collected from its extensive existing customer base, and will be well-placed to capitalise on the opportunity for further customer wins;
Deep pool of industry talent: Both GVC and Ladbrokes have a strong track record in selecting talented people from businesses that have been combined with (as demonstrated in GVC's acquisitions of bwin.party and Sportingbet and in the Ladbrokes merger) to exploit the full potential of both businesses. The Acquisition will allow the Enlarged Group to bring together some of the industry's leading talent across all key aspects of the gaming business, including product verticals, distribution platforms, technology and marketing;
Industry consolidation: The Enlarged Group will continue to be well-positioned as one of the principal consolidators in the gaming sector, with a proven management team experienced in integrating acquired businesses;
Taking the initiative now: The Acquisition allows GVC and Ladbrokes' shareholders to benefit from the business combination in the near term, with a flexible consideration structure which takes into account a range of outcomes under the Triennial Review and at a time when financing conditions are favourable; and
Opportunities for cost and revenue synergies: Cost and revenue synergies have been identified which support the significant shareholder value creation opportunity of the Acquisition. The Board of GVC believes that the Enlarged Group will be able to achieve recurring annual pre-tax cost synergies of not less than £100 million as a result of the Acquisition. This synergy and saving realisation will take place progressively, whereby approximately £7 million of the total cost synergies will be achieved in the first calendar year following completion of the Acquisition, rising to approximately £33 million by year two and approximately £56 million by year three following completion of the Acquisition. It is expected that a benefit of £100 million of identified cost synergies will be achieved by 2021. The Board of GVC also expects that the Acquisition will generate annual capital expenditure savings arising from technology and procurement synergies and revenue synergies.
Financing of the Acquisition
On 22 December 2017, GVC entered into incremental facility tranches under its existing senior term and revolving facilities agreement (the "Existing Facilities Agreement"), pursuant to which each of Barclays Bank PLC, Credit Suisse International, Deutsche Bank AG, London Branch, Mediobanca - Banca di Credito Finanziario S.p.A. and The Royal Bank of Scotland plc (trading as NatWest Markets) (as mandated lead arrangers and underwriters) ("Lenders") have severally and not jointly provided to GVC additional term loan B2 commitments of £1.4 billion (available to be drawn in a combination of currencies), a bond backstop term loan B3 commitment of £400 million (which may be redenominated in agreed circumstances into other currencies) that has been underwritten in order to enable GVC to redeem up to £400 million of either series of Notes in case required, together with the payment of any related fees, costs and expenses, and a £550 million multicurrency revolving credit facility (replacing the existing €70 million revolving credit facility under the Existing Facilities Agreement) in connection with the financing of the cash consideration payable to Ladbrokes' shareholders, to refinance certain existing indebtedness of the Ladbrokes Group, to pay certain costs and expenses and, in the case of the multicurrency revolving credit facility, for general corporate purposes. Up to £100 million of the multicurrency revolving credit facility will be cancelled if not used within one year of closing to refinance certain Ladbrokes Group bonds and/or amounts due to Ladbrokes' shareholders in respect of a contingent value right ("CVR") that forms part of the consideration due to such shareholders pursuant to the Acquisition. In addition, the existing €300 million term loan to GVC under the Existing Facilities Agreement will remain outstanding, and no consents are required from the providers of that existing term loan for the commitments and financings described in this paragraph.
The Triennial Review
While not related to the Acquisition, the outcome of the Triennial Review is uncertain and could potentially have a material impact on Ladbrokes' UK business. When publishing its Consultation Paper on 31 October 2017, the Department for Digital, Culture, Media & Sport of the UK Government ("DCMS") indicated that it would seek views on introducing a cap on stakes of between £50 and £2 on fixed odds betting terminals ("FOBTs"). GVC's recommended offer for the Ladbrokes have been formulated to take account of those stake caps, and stake caps between, by using the CVR. As at 7 February 2018, there had been no announcement by DCMS of its proposals following the conclusion of the Triennial Review but there has been speculation in the press in the UK that the Triennial Review could result in a £2 maximum stake on FOBTs. Such an outcome would reduce the profitability of most Ladbrokes betting premises ("LBOs") in the UK, and GVC would expect to review the Ladbrokes' UK business with a view to protecting profitability where possible. Such review would include considering whether to close any LBO that was expected to become unprofitable. It is not possible at this time for GVC to estimate the number of Ladbrokes LBOs which might become unprofitable or whether any would have to close. However, previous commentary from Ladbrokes suggests that around 1,000 Ladbrokes LBOs, from its portfolio of around 3,300 LBOs in the UK, could potentially close in a £2 maximum stake on FOBTs scenario. For further information, see page 13 of the Scheme Document and page 95 of the Circular, each as incorporated by reference into the Consent Solicitation Memorandum, copies of which are also available from the Tabulation and Information Agent.
Board, Management and Employees
The current board of directors of GVC (the "GVC Board") comprises of Lee Feldman (Chairman and Non-executive Director, Kenneth Alexander (Chief Executive Officer), Paul Miles (Group Finance Director), Karl Diacono (Non-executive Director), Jane Anscombe (Non-executive Director), Stephen Morana (Non-executive Director), Peter Isola (Non-executive Director) and Will Whitehorn (Senior Independent Director). Norbert Teufelberger retired as a Non-executive Director of GVC on 2 February 2018.
Paul Bowtell, current Chief Financial Officer of Ladbrokes, has entered into a service agreement (conditional on completion of the Acquisition) to join the board of the Enlarged Group as its Chief Financial Offer ensuring that the Enlarged Group has direct access to, and can benefit from, his knowledge of the activities and business of the Ladbrokes business. Whilst the GVC Board to date has proven highly effective, in the coming months it is intended that a review of the balance of skills and experience of the board of the Enlarged Group will be undertaken to ensure it has the optimal blend of capability and expertise. If appropriate, the Enlarged Group will actively pursue further appointments to enhance board effectiveness for the medium term. In light of the Enlarged Group's size, the range of its activities and the geographic spread of its business following the Acquisition, the GVC Board intends, following completion of the Acquisition, to commission a review of GVC's governance and compliance procedures to ensure that they remain appropriate for the Enlarged Group.
GVC believes that the Acquisition will result in employees benefiting in the future from the greater opportunities created by the Acquisition for the Enlarged Group. GVC also recognises that in order to achieve the planned benefits of the Acquisition, including deriving any available cost synergies, operational restructuring of both GVC and Ladbrokes is likely to be required. Following the Effective Date, GVC intends to seek to integrate the operations of GVC and Ladbrokes as far as reasonably practicable. Although integration plans have yet to be finalised, and any final decision will be subject to engagement with appropriate stakeholders, this is likely to lead to redundancies where the businesses have overlapping functions (such as in trading, customer service, marketing and central functions) or where operational efficiencies have been identified (such as consolidating sportsbetting and gaming operations on to common platforms). GVC also intends to utilise technology and lower cost locations to drive greater staff productivity. GVC believes that absent any adverse impact of the Triennial Review on Ladbrokes' UK business the total headcount reduction will be less than 5 per cent. of the Enlarged Group's combined employee base of 28,000.
The GVC Board has confirmed to the board of directors of Ladbrokes that the existing employment rights, including pension rights and incentive arrangements, of all management and employees of the Ladbrokes Group will be fully safeguarded, and there will be no material change in the conditions of employment or the balance of skills and functions of the employees. The Ladbrokes Group has two defined benefit pension schemes - the Ladbrokes Plan and the Coral Plan. Both Schemes are closed to new members and future accrual of benefits for existing members. The triennial valuation and funding plan was finalised in 2017 with the trustees of each scheme and GVC intends to maintain contributions in line with those agreements. The future funding plan in respect of each scheme will be agreed at the next triennial valuation. No additional deficit contributions are currently required in respect of either scheme.
GVC intends to redeploy Ladbrokes personnel and fixed assets currently based in Ladbrokes' head office at Victoria Street, London across to GVC's office at 1 New Change, London. Some GVC employees may be redeployed to Ladbrokes' office at Montfichet Road, London. These redeployments are likely to result in some headcount reduction, which is included in the anticipated overall headcount stated above. Save as described in this section, GVC does not intend to make any changes to the locations of the business of the Enlarged Group to any material extent. Ladbrokes does not operate a research and development function, so GVC is making no statement in this regard under Rule 24.2(a)(i) of the City Code.
Guarantor Substitution and Intercreditor Accession
In connection with the Acquisition, the Issuer is proposing the substitution of GVC Holdings PLC for the Guarantor. Following the completion of the Acquisition, the holding company of the Enlarged Group will be GVC Holdings PLC. The Issuer is seeking consent to substitute GVC Holdings PLC for the Guarantor. If the Extraordinary Resolution is passed, this would mean that all references to the Guarantor in the Conditions would be to GVC Holdings PLC and not to Ladbrokes Coral Group plc. The guarantees to be given by GVC Holding PLC pursuant to the 2022 Supplemental Trust Deed and the 2023 Supplemental Trust Deed would be unconditional and subject to the same terms and conditions which govern the guarantees under the 2022 Notes Trust Deed and the 2023 Notes Trust Deed.
An important consequence of substituting the existing Guarantor entity from Ladbrokes to GVC, include that (i) the testing of certain covenants and restrictions under the terms and conditions of the Notes will be tested by reference to GVC, and not to Ladbrokes from the Implementation Date; and (ii) the obligations under the terms and conditions of the Notes to report and publish group financial information on an on-going basis during the life of the Notes will switch from being a Ladbrokes reporting obligation to a GVC reporting obligation.
The Issuer further proposes that the Notes will continue to benefit from a guarantee of Ladbrokes Coral Group plc. Ladbrokes Coral Group plc will not be released from its guarantees under the 2022 Notes and the 2023 Notes and will be deemed to have acceded to each of the 2022 Notes Trust Deed and the 2023 Notes Trust Deed as an Additional Guarantor.
Under the terms of GVC's financing arrangements (the "GVC Financing"), within a period of 90 days after completion of the Acquisition (the "Accession Deadline"), the Guarantor and certain of its subsidiaries will be required to give guarantees and have their shares secured for the benefit of the lenders under the GVC Financing, as determined by reference to the materiality of such subsidiaries' profitability as a proportion of the Enlarged Group's profitability (the "Guarantor Coverage Requirement").
Under Condition 3(a) of the 2022 Notes and Condition 3.1 of the 2023 Notes (the "Negative Pledges"), each of the Issuer and the Guarantor shall not, and the Guarantor shall procure that no other subsidiary of it shall, create, assume or permit to subsist, as security for any Debt (as defined in the conditions to the 2022 Notes and 2023 Notes) any security other than Permitted Security (as defined in the Conditions of the 2022 Notes and the 2023 Notes) upon the whole or any part of its present or future revenues or assets unless, in any such case, the Issuer and/or the Guarantor and/or the other subsidiary, as the case may be, shall simultaneously with, or prior to, the creation or assumption of such security and, in any other case, promptly, take any and all action necessary to procure that all amounts payable under the 2022 Notes or the 2023 Notes (as applicable) are secured equally and rateably (subject to limitations on such guarantees and security under the agreed security principles set out in the Intercreditor Agreement) with the Debt (as defined in the conditions to the 2022 Notes and 2023 Notes) secured by such security to the satisfaction of the Trustee or that such other security is provided or such other arrangement is made as the Trustee shall, in its absolute discretion, deem not materially less beneficial to the interests of the holders of the 2022 Notes or the 2023 Notes (as applicable) or as shall be approved by an extraordinary resolution of the holders of the 2022 Notes or the 2023 Notes (as applicable).
Therefore, in order to comply with both the Guarantor Coverage Requirement and the Negative Pledges, it is proposed that (i) the Trustee shall, on or before the Accession Deadline, accede to the Intercreditor Agreement by entering into the Accession Deed for the purpose of acceding to the Intercreditor Agreement as the creditor representative of the 2022 Notes and the 2023 Notes and (ii) the 2022 Notes and the 2023 Notes would be designated as "Senior Secured Notes" under the Intercreditor Agreement. Such accession and designation would have the effect that any guarantees and security granted by the Enlarged Group for the benefit of the GVC Financing (including any pre-existing guarantees and security, in addition to any guarantees and security granted to comply with the Guarantor Coverage Requirement) would also guarantee and secure the 2022 Notes and 2023 Notes equally and rateably (subject to limitations on such guarantees and security under the agreed security principles set out in the Intercreditor Agreement), but would be released under the same circumstances as those applying to the guarantees and security for the existing GVC Financing (with any proceeds shared on a pari passu basis). However, the existing issuer liabilities and guarantee liabilities of the Issuer and the Guarantor, respectively, under the 2022 Notes and the 2023 Notes would not be able to be released or otherwise compromised under the Intercreditor Agreement and there shall be no requirement for the Trustee to share any recoveries in respect of such liabilities with any other creditor under the Intercreditor Agreement.
In the absence of approval for the Guarantor Substitution or the Intercreditor Accession, neither GVC or Ladbrokes has any current need or intention to redeem any of the 2022 Notes or the 2023 Notes.
Change of Control Waivers
The Issuer considers that the completion of the Acquisition would constitute a Change of Control (as such term is defined in the Trust Deeds) and that Noteholders would have the right under the relevant Conditions to require the Issuer to redeem the relevant Notes at a price of 101 per cent. of their nominal amount plus accrued interest (or as more fully set out in the relevant Conditions). The Issuer is therefore soliciting a one-time waiver of the Change of Control covenant which would otherwise give Noteholders the right to require the Issuer to purchase or redeem their Notes at such price upon completion of the Acquisition.
If given effect, the Change of Control Waivers would mean that the completion of the Acquisition would not give Noteholders the right to require the Issuer to redeem or purchase Notes pursuant to the relevant Conditions. However, the Change of Control provisions of the Notes would continue to apply in respect of any future relevant events (other than the Acquisition).
Conditions to the Consent Solicitation
The implementation of the Proposals is conditional on the satisfaction of certain conditions precedent as set out in the Consent Solicitation Memorandum. The Issuer expects to implement the Proposals no later than the date that falls five days after the satisfaction of the relevant Conditions Precedent. None of the Conditions Precedent is capable of being waived by the Issuer. Any determination by the Issuer concerning the events, developments or circumstances described above will be final and binding on all Noteholders.
Consent Solicitation not a pre-requisite for the Acquisition
The implementation of the Proposals is not a condition for the successful completion of the Acquisition. In the absence of the approval of the Proposals, neither GVC or Ladbrokes has any current need or intention to redeem any of the 2022 Notes or the 2023 Notes, and accordingly the Change of Control covenant will remain in force for either or both of the Notes. In that scenario, on the basis that the completion of the Acquisition would result in the occurrence of a Change of Control, the Issuer would comply with its obligation to accept any offers by Noteholders for it to purchase such Noteholders' Notes at a purchase price equal to 101 per cent. of the nominal amount held by such Noteholder, pursuant to the relevant Conditions.
The following expected timetable assumes that the relevant Meeting is quorate on the date on which it is first convened and, accordingly, no adjourned such Meeting is required. The Issuer reserves the right to extend the 2022 Consent Fee Deadline and the 2023 Consent Fee Deadline in its sole discretion, subject to applicable law and the terms of the 2022 Trust Deed and the 2023 Trust Deed. In such a case or if other dates and times are altered by the Issuer, the actual timetable with respect to the Notes may differ significantly from the expected timetable set out below.
Noteholders should inform themselves of any earlier deadlines that may be imposed by the Clearing Systems or any intermediaries that may affect the timing of the submission of their Electronic Voting Instructions.
Date and Time
13 February 2018...........................................
Announcement of the Consent Solicitation and publication of the Consent Solicitation Memorandum. Notices of Meetings sent to Direct Participants via the Clearing Systems and published via the RNS of the London Stock Exchange.
23 February 2018 (4:00 p.m.)......................
"2023 Consent Fee Deadline" for the 2023 Noteholders to deliver completed Electronic Voting Instructions in favour of the Consent to the Clearing Systems in order to receive the Consent Fee.
6 March 2018 (4:00 p.m.).............................
"2022 Consent Fee Deadline" for the 2022 Noteholders to deliver completed Electronic Voting Instructions in favour of the Consent to the Clearing Systems in order to receive the Consent Fee.
6 March 2018 (4:00 p.m.).............................
"Solicitation Deadline" for Noteholders to deliver completed Electronic Voting Instructions to the Clearing Systems in order for such Electronic Voting Instructions to be included in the relevant Block Voting Instruction; and deliver amendments to, or revocations of, Electronic Voting Instructions to the Clearing Systems.
6 March 2018 (4:00 p.m.).............................
Deadline for Noteholders to request a Voting Certificate to attend the relevant Meeting and vote in person or through a proxy.
9 March 2018 (beginning 10:00 a.m. in the case of the 2022 Meeting and 10:15 a.m. in the case of the 2023 Meeting).........
Meetings held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF.
As soon as reasonably practicable after the conclusion of the relevant Meeting......
Announcement of the results of the Meetings and whether the Extraordinary Resolutions have passed.
30 June 2018..................................................
Latest date that the Issuer can call an adjourned Meeting.
As soon as reasonably practicable upon completion of the Acquisition (or the satisfaction of the relevant Requisite Consent, if the relevant Meeting was adjourned)........................................................
Announcement of the Implementation Date (if the Conditions Precedent are satisfied).
On or about the date that falls five days after the satisfaction of the relevant Conditions Precedent....................................
The date on which the Consent Fee will be paid to eligible Noteholders.
If any Meeting is adjourned, the relevant times and dates set out above will be modified accordingly and will be set out in the notice convening such adjourned Meeting, which shall be published using the same means of publication as used for the Notice of the first Meeting.
Investors who wish to vote and whose Notes (or interests in Notes) are held in the name of a broker, dealer, commercial bank, custodian, trust company or other nominee institution (including through CDIs in CREST) must contact such nominee promptly and instruct or make arrangements with such nominee to vote in accordance with the customary procedures of the Clearing Systems on behalf of the Noteholders. The deadlines set by any such nominee, CREST and each Clearing System for the submission of an Electronic Voting Instruction in connection with the Extraordinary Resolution may be earlier than the deadlines set out above.
Details of how to participate in the Consent Solicitation are set out in the Consent Solicitation Memorandum. Noteholders may obtain a copy of the Consent Solicitation Memorandum by contacting the Tabulation and Information Agent, the contact details of which are set out immediately below.
Notices throughout the Consent Solicitation will be published in accordance with the Trust Deeds and all applicable rules and regulations as follows:
(a) a notice in Euroclear Bank SA/NV and Clearstream Banking S.A. for communication to Direct Participants; and/or
(b) an announcement released on the RNS service of the London Stock Exchange, and by any other means as the Issuer may, in its absolute discretion, consider appropriate.
If you are a professional investor:
Questions and requests for assistance in relation to the Consent Solicitation may be directed to Barclays Bank PLC (the "Solicitation Agent"), at 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom to the attention of Liability Management Group or by telephone on +44 20 3134 8515 or by email to firstname.lastname@example.org.
If you are a retail investor:
Questions and requests for assistance from retail investors may be directed to Bondinvest Capital Ltd ("Bondcap" and, the "Retail Bond Solicitation Consultant") at 2nd Floor, Afon Building, Worthing Road, Horsham RH12 1TL to the attention of the Retail Bond Solicitation Consultant or by telephone to +44 (0) 1403 788456 or by email to email@example.com and firstname.lastname@example.org.
Questions or requests for further information and assistance in connection with attending and voting at the relevant Meeting, the submission or delivery of Electronic Voting Instructions and any requests for documentation may be directed to Lucid Issuer Services Limited (the "Tabulation and Information Agent"), at Tankerton Works, 12 Argyle Walk, London by telephone on +44 20 7704 0880 or by email to email@example.com.
MARKET ABUSE REGULATION
The information contained in this announcement is inside information as stipulated under the Market Abuse Regulation (EU) No. 596 /2014. Upon publication of this announcement, this inside information is now considered to be in the public domain.
The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made in respect of the Proposals, as defined and more fully described herein.
If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 as amended (if you are in the United Kingdom) or from another appropriately authorised independent financial adviser (if you are not).
Before making a decision with respect to the Consent Solicitation, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described therein.
No person is authorised in connection with the Consent Solicitation to give any information or to make any representation not contained in the Consent Solicitation Memorandum, and any such information or representation must not be relied on as having been authorised by or on behalf of the Issuer, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Trustee, the Tabulation and Information Agent or the Principal Paying Agent or any of their respective affiliates. None of the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or the Principal Paying Agent or their respective affiliates has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility nor liability is accepted by the Solicitation Agent, the Retail Bond Solicitation Consultant, the Trustee, the Tabulation and Information Agent or the Principal Paying Agent or any of their respective affiliates as to the accuracy or completeness of the information contained in the Consent Solicitation Memorandum or any other information provided by it in connection with the Consent Solicitation.
The Issuer has retained Barclays Bank PLC to serve as Solicitation Agent, Bondinvest Capital Limited to serve as Retail Bond Solicitation Consultant and Lucid Issuer Services Limited to serve as Tabulation and Information Agent with respect to the Consent Solicitation. At any time, the Solicitation Agent, the Retail Bond Solicitation Consultant and the Tabulation and Information Agent may trade Notes for their own accounts or for the accounts of customers and, accordingly, may have a long or short position in the Notes. The Solicitation Agent has provided in the past, and is currently providing, other investment banking, commercial banking and financial advisory services to the Ladbrokes group and or GVC.
None of the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or any of their respective directors, employees and affiliates assume any responsibility for the accuracy or completeness of the information concerning the Consent Solicitation, the Extraordinary Resolutions, the Issuer, the Guarantor, GVC or any of its affiliates or the Notes in the Consent Solicitation Memorandum or any of the documents incorporated therein or for any failure by any of them to disclose events that may have occurred and may affect the significance or accuracy of such information and the terms of any amendment to the Consent Solicitation.
None of the Issuer, the Guarantor, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or any director, officer, employee, agent or affiliate of any such persons are acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation or the Extraordinary Resolution, and accordingly none of the Issuer, the Guarantor, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or any director, officer, employee, agent or affiliate of any such persons, make any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at any Meeting and none of the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent or any director, officer, employee, agent or affiliate of any such persons, make any representation whatsoever regarding the Consent Solicitation.
The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes must inform themselves about and observe any such restrictions.
The Consent Solicitation may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Accordingly, the Consent Solicitation Memorandum is only for circulation to persons inside the United Kingdom who fall within one of the following categories:
(a) a person who is a holder of any Notes; or
(b) any other person also falling within Article 43(2) or within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or falling within the definition of "investment professionals" (as defined in Article 19(5) of the Order).
Each Noteholder participating in the Consent Solicitation will also be deemed to give certain other representations as set out in the Consent Solicitation Memorandum. Any Electronic Voting Instruction from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, the Guarantor, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Trustee, the Principal Paying Agent and the Tabulation and Information Agent reserves the right, in each of its absolute discretion, to investigate whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and, as a result, the Issuer determines (for any reason) that such representation is not correct, such Electronic Voting Instruction may not be accepted.
LEI: Ladbrokes Group Finance plc: 213800QOWHF5R9VLL274
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