REG - GVC Holdings PLC Ladbrokes Coral Grp - RECOMMENDED OFFER FOR LADBROKES CORAL GROUP PLC <Origin Href="QuoteRef">GVC.L</Origin> <Origin Href="QuoteRef">LCL.L</Origin> - Part 3

EntainAnnouncement

22/12/2017 07:05

- Part 3: For the preceding part double click  ID:nRSV1831Ab 

follows: 
 
Ladbrokes Coral Permitted Dividends 
 
Under the terms of the Acquisition and save as set out below, prior to the
Effective Date, Ladbrokes Coral Shareholders will be entitled to receive
either: 
 
·      a final dividend announced, declared or paid by Ladbrokes Coral for the
period ending 31 December 2017; or 
 
·      a special interim dividendannounced, declared or paid by Ladbrokes
Coralinan amount equal to the anticipated final dividend for the period ending
31 December 2017, 
 
provided that any such dividend shall not exceed 4 pence per Ladbrokes Coral
Share. 
 
If (i) Completion has not occurred by the Long Stop Date and (ii) the Long
Stop Date is extended beyond the later of Ladbrokes Coral's and GVC's
respective customary half-year interim dividend record date, Ladbrokes Coral
Shareholders will also be entitled to receive any half-year interim dividend
announced, declared or paid by Ladbrokes Coral in respect of the half-year
period ending 30 June 2018, provided that any such dividend shall not exceed
2.2 pence per Ladbrokes Coral Share. 
 
Any dividend that is permissible under the above criteria is a "Ladbrokes
Coral Permitted Dividend". 
 
For the avoidance of doubt, if Completion occurs after the declaration of a
Ladbrokes Coral Permitted Dividend but before its payment date, Ladbrokes
Coral Shareholders will be entitled to receive such dividend. 
 
GVC Permitted Dividends 
 
Under the terms of the Acquisition and save as set out below, prior to the
Effective Date GVC Shareholders will be entitled to receive either: 
 
·      a final dividend announced, declared or paid by GVC for the period
ending 31 December 2017; or 
 
·      a special interim dividendannounced, declared or paid by GVCinan amount
equal to the anticipated final dividend for the period ending 31 December
2017, 
 
provided that any such dividend shall not exceed E0.175 per GVC Share. 
 
If (i) Completion has not occurred by the Long Stop Date and (ii) the Long
Stop Date is extended beyond the later of Ladbrokes Coral's and GVC's
respective customary half-year interim dividend record date, GVC Shareholders
will also be entitled to receive any half-year interim dividend announced,
declared or paid by GVC in respect of the half-year period ending 30 June
2018, provided that any such dividend shall not exceed E0.18 per GVC Share. 
 
Any dividend that is permissible under the above criteria is a "GVC Permitted
Dividend". 
 
GVC does not intend to declare any dividends other than a GVC Permitted
Dividend prior to the Effective Date and, under the Co-operation Agreement,
has agreed not to. 
 
For the avoidance of doubt, if Completion occurs after the declaration of a
GVC Permitted Dividend but before its payment date, GVC Shareholders will be
entitled to receive such dividend. 
 
Impact of payment of dividends other than Permitted Dividends 
 
If any dividend or other distribution or return of capital is announced,
declared, made or paid in respect of the Ladbrokes Coral Shares after the date
of this Announcement and prior to the Effective Date, other than a Ladbrokes
Coral Permitted Dividend, or in excess of any Ladbrokes Coral Permitted
Dividend, GVC reserves the right to reduce the Offer Price by the amount of
all or part of any such excess, in the case of a Ladbrokes Coral Permitted
Dividend, or otherwise by the amount of all or part of any such dividend or
other distribution. The cash element of the Offer Price will be reduced
first. 
 
To the extent that such a dividend or distribution has been declared but not
paid prior to the Effective Date, and such dividend or distribution is
cancelled, then the Offer Price shall not be subject to change in accordance
with this paragraph. 
 
Any exercise of rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Acquisition. 
 
Dividend policy 
 
Following the Effective Date and subject to the approval of the GVC Board, GVC
intends to continue with a progressive dividend policy consistent with its
post-Acquisition growth strategy, which balances returns to shareholders with
the need to retain sufficient funds to drive growth and reduce leverage. 
 
17         Structure of the Acquisition 
 
Scheme 
 
It is intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement of Ladbrokes Coral under Part 26 of the
Companies Act. The Scheme is an arrangement between Ladbrokes Coral and the
Scheme Shareholders, to which GVC will adhere, and is subject to the approval
of the Court. 
 
The purpose of the Scheme is to enable GVC to become the holder of the entire
issued ordinary share capital of Ladbrokes Coral at the Scheme Record Time.
This is to be achieved by the transfer by Scheme Shareholders of the Scheme
Shares to GVC in consideration for which the Scheme Shareholders on the
register of members at the Scheme Record Time will receive the consideration
on the basis set out in paragraph 2 of this Announcement. The procedure
involves, amongst other matters, applications by Ladbrokes Coral to the Court
to convene the Court Meeting and to sanction the Scheme. 
 
The Scheme Document will include full details of the Scheme, together with
notice of the Court Meeting and the Ladbrokes Coral General Meeting. The
Scheme Document will also specify the actions available to be taken by the
Scheme Shareholders. It is expected that the Scheme Document, containing
further information about the Acquisition and notices of the Court Meeting and
Ladbrokes Coral General Meeting, together with the relevant Forms of Proxy and
a Form of Election, will be published and posted to Ladbrokes Coral
Shareholders no later than February 2018. 
 
Conditions to the Acquisition 
 
The Acquisition is also subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document, the
Forms of Proxy and the Form of Election, and will only become Effective if,
among other things, the following events occur on or before the Long Stop
Date: 
 
·              a resolution to approve the Scheme is passed at the Court
Meeting by a majority in number representing not less than 75 per cent. in
value of the Scheme Shareholders who are on the register of members of
Ladbrokes Coral at the Voting Record Time, present and voting, whether in
person or by proxy, at the Court Meeting; 
 
·              the Ladbrokes Coral Resolutions necessary to implement the
Scheme are passed by the requisite majority of Ladbrokes Coral Shareholders at
the Ladbrokes Coral General Meeting; 
 
·            each of the GVC Resolutions is passed by the requisite majority
of GVC Shareholders at the GVC General Meeting; 
 
·              the New GVC Shares to be issued pursuant to the Acquisition are
admitted to the premium listing segment of the Official List and to trading on
the main market for listed securities of the London Stock Exchange on
Completion; 
 
·              the Scheme is sanctioned by the Court; and 
 
·              a copy of the Court Order is delivered to the Registrar of
Companies. 
 
The Scheme is also conditional on the making of a determination by the UKGC
pursuant to section 102(4)(a) of the Gambling Act and made in respect of all
operating licences (as such term is defined in the Gambling Act) held by
members of the Ladbrokes Coral Group that all such operating licences shall
continue to have effect following the acquisition by GVC of the Scheme Shares
and the anti-trust and other regulatory approvals in relation to the
Acquisition being obtained or the relevant Conditions being waived (as further
described in paragraphs 3(c) to 3(k) of Part A of Appendix I to this
Announcement). 
 
Scheme becoming Effective 
 
Upon the Scheme becoming Effective (i) it will be binding on all Ladbrokes
Coral Shareholders, irrespective of whether or not they attended or voted at
the Court Meeting or the Ladbrokes Coral General Meeting (and if they attended
and voted, whether or not they voted in favour); and (ii) share certificates
in respect of Ladbrokes Coral Shares will cease to be valid and entitlements
to Ladbrokes Coral Shares within the CREST system will be cancelled. 
 
Any Ladbrokes Coral Shares issued on or before the Scheme Record Time will be
subject to the terms of the Scheme. Such Scheme Shares will be acquired by GVC
pursuant to the Scheme fully paid and free from all liens, charges, equitable
interests, encumbrances, rights of pre-emption and any other interests of any
nature whatsoever and together with all rights attaching thereto, including
voting rights and the rights to receive and retain in full all dividends and
other distributions declared, made or paid on or after the date of this
Announcement. 
 
The New GVC Shares issued to Scheme Shareholders pursuant to the Scheme will
be issued credited as fully paid and will rank pari passu in all respects with
existing GVC Shares, including the right to receive dividends and other
distributions declared, made or paid on GVC Shares by reference to a record
date falling after the Effective Date. The New GVC Shares will be issued in
registered form and will trade under the same ISIN number as the existing GVC
Shares. 
 
The cash consideration payable under the Acquisition will be despatched by GVC
to Scheme Shareholders no later than 14 days after the Effective Date. 
 
If the Scheme does not become Effective on or before the Long Stop Date (or
such later date as GVC and Ladbrokes Coral may agree with the consent of the
Panel and/or the Court, if such consent is required), it will lapse and the
Acquisition will not proceed (unless the Panel otherwise consents). 
 
Subject to the satisfaction or (where applicable) waiver of the Conditions,
the Scheme is expected to become Effective in late Q1 or early Q2 2018. 
 
General 
 
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England. The Scheme will be also subject to the
applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the Financial Conduct Authority. 
 
18         Admission of and commencement of dealings in New GVC Shares 
 
The New GVC Shares are not being offered to the public by means of this
Announcement. This Announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document or an offer or an invitation to
purchase or subscribe for any securities. 
 
Applications will be made by GVC to the UKLA and to the London Stock Exchange,
respectively, for the New GVC Shares to be issued pursuant to the Acquisition
to be admitted to the premium listing segment of the Official List and to
trading on the main market for listed securities of the London Stock Exchange
subject to, among other things, Completion. The Scheme is conditional on,
among other things, Admission. 
 
It is expected that Admission will become effective, and dealings for normal
settlement in the New GVC Shares will commence on the London Stock Exchange,
at 8.00 a.m. (London time) on the first Business Day following the date on
which the Scheme becomes Effective. 
 
Details of how UK Ladbrokes Coral Shareholders can hold, access and trade GVC
Shares will be set out in the Scheme Document. Ladbrokes Coral Shareholders
resident in the United Kingdom will be able to hold their GVC Shares through
any of the ways currently available to GVC Shareholders, including through an
intermediary of their own choice should they wish to do so. 
 
19         Fractional entitlements 
 
Fractions of pence will not be paid to Scheme Shareholders and cash
entitlements will be rounded down to the nearest penny. Fractions of New GVC
Shares will not be allotted or issued to Scheme Shareholders and entitlements
will be rounded down to the nearest whole number of GVC Shares and all
fractions of New GVC Shares will be aggregated and sold in the market as soon
as practicable after the Effective Date. The net proceeds of such sale (after
deduction of all expenses and commissions incurred in connection with the
sale) will be distributed by GVC in due proportions to Scheme Shareholders who
would otherwise have been entitled to such fractions, save that individual
entitlements to amounts of less than £5 will be retained for the benefit of
the Enlarged Group. 
 
20         Overseas Shareholders 
 
Restrictions relating to certain Overseas Shareholders 
 
Overseas Shareholders may be affected by the laws of other jurisdictions in
relation to the Acquisition or the Scheme. Overseas Shareholders should inform
themselves about and observe all applicable legal requirements. 
 
The availability of New GVC Shares, CVRs and Loan Notes to be issued and
allotted under the Acquisition, to persons who are not resident in, and the
distribution of this Announcement to persons who are not resident in, the
United Kingdom (including the ability to make valid elections in respect of
the Acquisition) may be affected by the laws of the relevant jurisdiction in
which such persons are located. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Ladbrokes Coral Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional adviser in the
jurisdiction without delay. 
 
If the issue of New GVC Shares to any Restricted Overseas Shareholder, or to
any person who is reasonably believed to be an Restricted Overseas
Shareholder, would or may infringe the laws of a jurisdiction outside England
and Wales or would or may require any governmental or other consent or any
registration, filing or other formality which cannot be complied with, or
compliance with which would be unduly onerous, GVC may at its discretion
determine that such Restricted Overseas Shareholder shall either (i) not have
allotted or issued to him New GVC Shares and that the New GVC Shares which
would otherwise have been attributable to such Restricted Overseas Shareholder
under the terms of the Offer shall be sold in the market and the cash proceeds
of such sale be forwarded to such Restricted Overseas Shareholder or (ii) that
the New GVC Shares shall be issued to such Restricted Overseas Shareholder but
shall be sold in the market on his behalf and the cash proceeds of such sale
forwarded to the relevant Restricted Overseas Shareholder (in each case after
deduction of broking fees and other sale costs and expenses). 
 
If the issue of CVRs to any Restricted Overseas Shareholder, or to any person
who is reasonably believed to be an Restricted Overseas Shareholder, would or
may infringe the laws of a jurisdiction outside England and Wales or would or
may require any governmental or other consent or any registration, filing or
other formality which cannot be complied with, or compliance with which would
be unduly onerous, the Company may, at its discretion, determine that such
Restricted Overseas Shareholder shall not have issued to him the CVRs or
certificates in respect of the CVRs and that the CVRs which would otherwise
have been attributable to such Restricted Overseas Shareholder under the terms
of the Acquisition will be held by a nominee on behalf of such Restricted
Overseas Shareholder, and the cash proceeds (if any) following the issue and
redemption of any Loan Notes issued under the terms of such CVRs be forwarded
to such Restricted Overseas Shareholder following redemption of the Loan Notes
(after deduction of fees and other costs and expenses). 
 
US Shareholders 
 
The New GVC Shares, the CVRs and any Loan Notes issued pursuant to the terms
of the CVR Instrument  have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States and may not be offered or sold in the United States
absent registration or an exemption from registration under the US Securities
Act. 
 
The New GVC Shares and the CVRs are expected to be offered in reliance upon
the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. For the purpose of qualifying for this
exemption, Ladbrokes Coral will advise the Court that its sanction of the
Scheme will be relied upon by GVC as an approval of the Scheme following a
hearing on its fairness to Ladbrokes Coral Shareholders at which hearing all
such shareholders are entitled to appear in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to which
notification has been given to all Ladbrokes Coral Shareholders. 
 
Any Loan Notes issued to Ladbrokes Coral Shareholders in exchange for the CVRs
issued pursuant to the Scheme will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by
Section 3(a)(9) thereof. 
 
The New GVC Shares and CVRs to be issued to Ladbrokes Coral Shareholders
pursuant to the Scheme and any Loan Notes to be issued to Ladbrokes Coral
Shareholders in exchange for the CVRs generally should not be treated as
"restricted securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive securities in the Scheme (other than
"affiliates" as described in the paragraph below) may resell them without
restriction under the US Securities Act. 
 
Under US federal securities laws, a Ladbrokes Coral Shareholder who is an
"affiliate" of either Ladbrokes Coral or GVC within 90 days prior to, or of
GVC at any time following, the Effective Date will be subject to certain US
transfer restrictions relating to the New GVC Shares and the CVRs received in
connection with the Scheme. The New GVC Shares, CVRs or Loan Notes held by
such affiliates may not be sold without registration under the US Securities
Act, except pursuant to the applicable resale provisions of Rule 144 under the
US Securities Act or another exemption from the registration requirements of
the US Securities Act, including transactions conducted pursuant to Regulation
S under the US Securities Act. Whether a person is an "affiliate" of a company
for such purposes depends upon the circumstances, but affiliates of a company
can include certain officers, directors and significant shareholders. A person
who believes that he or she may be an affiliate of Ladbrokes Coral or GVC
should consult his or her own legal advisers prior to any sale of any New GVC
Shares, CVRs or Loan Notes 
 
General 
 
This Announcement has been prepared for the purposes of complying with English
law, the Takeover Code and the Listing Rules 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. 
 
21         Delisting of Ladbrokes Coral Shares, re-registration and
re-organisation 
 
Ladbrokes Coral intends, prior to the Scheme becoming Effective, to make an
application to the UKLA and the London Stock Exchange, respectively, for the
cancellation of the admission of Ladbrokes Coral Shares to the premium listing
segment of the Official List and to trading on the main market for listed
securities of the London Stock Exchange, in each case to take effect from or
shortly after the Effective Date. The last day of dealings in Ladbrokes Coral
Shares on the main market for listed securities of the London Stock Exchange
is expected to be the Business Day immediately prior to the Effective Date and
no transfers will be registered after 6.30 p.m. (London time) on that date. On
the Effective Date, share certificates in respect of Ladbrokes Coral Shares
will cease to be valid and entitlements to Ladbrokes Coral Shares held within
the CREST system will be cancelled. 
 
The Ladbrokes Coral Resolutions is expected to contain a resolution to
re-register Ladbrokes Coral as a private company, conditional on the Scheme
becoming effective. Therefore, on or shortly after the Effective Date
Ladbrokes Coral is expected to be re-registered as a private company. GVC also
proposes that the Enlarged Group will be re-organised following the
Acquisition becoming effective in order to remove surplus entities, simplify
its corporate structure and make it easier and more efficient to move funds
around the Enlarged Group as required. This will be considered in the context
of both the ongoing integration and simplification of the Ladbrokes Coral
Group and the GVC Group following their respective historic transactions and
also the optimum structure for the Enlarged Group. 
 
22         Offer-related arrangements and documents available on a website 
 
Offer-related arrangements 
 
Confidentiality Agreement 
 
GVC and Ladbrokes Coral entered into a confidentiality agreement on 10
November 2016 pursuant to which GVC and Ladbrokes Coral have undertaken to
each other to keep information provided to each other in connection with the
Acquisition confidential and not to disclose it to third parties (other than
to permitted recipients) unless required by law or regulation. 
 
Co-operation Agreement 
 
GVC and Ladbrokes Coral have entered into the Co-operation Agreement, pursuant
to which GVC and Ladbrokes Coral have agreed to certain undertakings to
co-operate and provide each other with reasonable information, assistance and
access in relation to the filings, submissions and notifications to be made in
relation to these regulatory clearances and authorisations that are required
in connection with the Acquisition. GVC and Ladbrokes Coral have also agreed
to provide each other with reasonable information, assistance and access for
the preparation of certain parts of the key shareholder documentation. 
 
GVC has agreed to certain limited restrictions on its conduct of business in
respect of material matters pending the Acquisition becoming Effective. GVC
has also represented to Ladbrokes Coral that it has served a Clean Break
Notice, and undertaken it will not revoke it unless the Acquisition is
withdrawn or lapses. 
 
The Co-operation Agreement records GVC's and Ladbrokes Coral's intention to
implement the Acquisition by way of the Scheme, subject to the ability of GVC
to proceed by way of a takeover offer which is subject to the consent of
Ladbrokes Coral, save where an independent competing transaction is announced
or the Board of Ladbrokes Coral withdraws its unanimous and unconditional
recommendation of the Acquisition. 
 
The Co-operation Agreement shall be terminated with immediate effect if GVC
and Ladbrokes Coral so agree in writing.  Both GVC and Ladbrokes Coral have
the right to terminate the Co-operation Agreement, inter alia, if (i) a
Condition becomes incapable of satisfaction or is invoked so as to cause the
Acquisition not to proceed, (ii) if the Acquisition is withdrawn or lapses in
accordance with its terms and/or with the consent of the Panel (other than
where such lapse or withdrawal is a result of the exercise of a right to
switch to a Scheme or Offer (as applicable), (iii) the Acquisition does not
become Effective on or before the Long Stop Date, (iv) if one or more
Ladbrokes Coral director withdraws his or her recommendation of the
Acquisition, (v) if one or more GVC director withdraws his or her
recommendation of any of the GVC Resolutions, and (vi) an independent
competing transaction is announced which is unanimously and unconditionally
recommended by the Ladbrokes Coral Board. 
 
The Co-operation Agreement also contains provisions that will apply in respect
of the Ladbrokes Coral Share Plans. 
 
CVR 
 
A summary of the terms of the CVR is set out in section 4 of this
Announcement. 
 
Loan Notes 
 
A summary of the terms of the Loan Notes is set out in section 4 of this
Announcement. 
 
Cash Coverage Agreement 
 
GVC and Ladbrokes Coral entered into an agreement on 7 December 2017 pursuant
to which GVC agreed in certain circumstances to pay the reasonable documented
costs and expenses of professional advisers properly incurred in connection
with the Acquisition by Ladbrokes Coral and any of its subsidiaries or
subsidiary undertakings from and including 27 November 2017 to and including
the date on which the relevant obligation to make such payment was triggered,
including any irrecoverable VAT thereon, up to a maximum amount of £5,000,000
(five million pounds sterling) (the "Cash Coverage Agreement"). 
 
Clean Break Notice 
 
A summary of the terms of the Clean Break Notice is set out in section 8 of
this Announcement. 
 
Documents available on website 
 
Copies of the following documents will, in accordance with Rule 26.2 of the
Takeover Code, be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on GVC's and Ladbrokes Coral's
websites at http://www.gvc-plc.com/html/investor/welcome.asp and
https://www.ladbrokescoralplc.com/investors respectively, by no later than 12
noon on the Business Day following the date of this Announcement until the end
of the Offer Period: 
 
·      a copy of this Announcement; 
 
·      the Confidentiality Agreement; 
 
·      the Co-operation Agreement; 
 
·      the CVR Instrument (including the agreed form Loan Note Instrument
appended to it); 
 
·      the Cash Coverage Agreement; 
 
·      the Clean Break Notice; 
 
·      the irrevocable undertakings and the letter of intent referred to in
paragraphs 11 and 12 above; and 
 
·      documents relating to the financing of the Acquisition referred to in
paragraph 13 above. 
 
For the avoidance of doubt, the contents of those websites are not
incorporated and do not form part of this Announcement. 
 
23         Interests of GVC in Ladbrokes Coral Shares 
 
GVC confirms that it made an Opening Position Disclosure, setting out the
details required to be disclosed by it under Rule 8.1(a) of the Takeover Code,
on 21 December 2017. 
 
Except for the irrevocable undertakings referred to in paragraph 12 above and
save as otherwise disclosed in this Announcement, as at the close of business
on the Last Practicable Date, neither GVC, nor any of the GVC Directors or any
member of the Wider GVC Group, nor, so far as the GVC Directors are aware, any
person acting in concert with GVC for the purposes of the Acquisition, had any
interest in, right to subscribe for, or had borrowed or lent any Ladbrokes
Coral Shares or securities convertible or exchangeable into Ladbrokes Coral
Shares, nor did any such person have any short position (whether conditional
or absolute and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery obligation
or right to require another person to take delivery, or any dealing
arrangement of the kind referred to in Note 11 of the definition of acting in
concert in the Takeover Code, in relation to Ladbrokes Coral Shares or in
relation to any securities convertible or exchangeable into Ladbrokes Coral
Shares. 
 
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities. 
 
Investec Capital and Investments (Ireland) Limited has confirmed that it holds
27,078 Ladbrokes Coral Shares, representing 0.0014 per cent. of the issued
ordinary share capital of Ladbrokes Coral as at the Last Practicable Date. 
 
Ladbrokes Coral confirms that it made an Opening Position Disclosure, setting
out the details required to be disclosed by it under Rule 8.2(a) of the
Takeover Code, on 21 December 2017. 
 
24         General 
 
GVC reserves the right to elect, with the consent of the Panel, and in certain
circumstances, the consent of Ladbrokes Coral, to implement the acquisition of
the Ladbrokes Coral Shares by way of a Takeover Offer as an alternative to the
Scheme. In such event, the Acquisition will be implemented by GVC and/or one
or more wholly-owned subsidiaries of GVC on substantially the same terms as
those which would apply to the Scheme (subject to such amendments as are
appropriate for an acquisition being made by way of takeover offer under Part
28 of the Companies Act, including, if the Panel so agrees, an acceptance
condition set at up to 90 per cent. of the shares to which such Takeover Offer
relates  or at such other lower percentage as the Panel may agree, provided
that if it became or was declared unconditional in all respects, the Offer
would result in GVC holding Ladbrokes Coral Shares carrying greater than 50
per cent. of the voting rights in Ladbrokes Coral). 
 
The Acquisition will be subject to the Conditions set out in Appendix I, and
to the terms and conditions which will be set out in the Scheme Document.
Appendix II contains the bases and sources of certain information used in this
Announcement. Appendix III contains details of the irrevocable undertakings
and the letter of intent received by GVC in respect of the Scheme and the
Ladbrokes Coral Resolutions, as well as those received by Ladbrokes Coral in
respect of the GVC Resolutions that are in each case referred to in this
Announcement. Appendix IV Part A contains the statement made by the GVC
Directors on the anticipated quantified financial benefits of the Acquisition
together with the relevant bases of belief (including sources of information
and principal assumption) supporting the statement and their analysis and
explanation of the underlying constituent elements, and Parts B and C
respectively contain the related reports from GVC's reporting accountants,
Grant Thornton, and financial adviser, Houlihan Lokey. 
 
For the purposes of Rule 28 of the Code, the Quantified Financial Benefits
Statement contained in this Announcement is the responsibility of GVC and the
GVC Directors. Each of Grant Thornton and Houlihan Lokey has given and not
withdrawn its consent to the publication of its reports in this Announcement
in the form and context in which they are included. 
 
Appendix V contains definitions of certain terms used in this Announcement. 
 
The Scheme and the Acquisition will lapse if there is a Phase 2 CMA Reference
before the later of the Court Meeting and the Ladbrokes Coral General Meeting.
In such event, Ladbrokes Coral will not be bound by the terms of the Scheme. 
 
The Scheme will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales. The Scheme will be subject to
the applicable requirements of the Takeover Code, the Panel, the London Stock
Exchange and the FCA. 
 
Houlihan Lokey,Investec, Grant Thornton, Greenhill, UBS and Deutsche Bank have
each given and not withdrawn their consent to the publication of this
Announcement with the inclusion herein of the references to their names in the
form and context in which they appear. 
 
25         Rule 2.9 
 
In accordance with Rule 2.9 of the Code, GVC confirms that, as at the date of
this Announcement, it has in issue 303,726,475 ordinary shares of 0.01 euros
each. GVC does not hold any ordinary shares in treasury. The International
Securities Identification Number (ISIN) for GVC's ordinary shares is
IM00B5VQMV65. 
 
Enquiries 
 
GVC Holdings
Kenneth Alexander, Chief Executive Officer                                    
          +44 (0) 1624 652 559 
 
Paul Miles, Chief Financial Officer                                           
                +44 (0) 20 3938 0079 
 
Nick Batram, Head of Investor Relations & Corporate Strategy                  
 +44 (0) 20 3938 0066 
 
Houlihan Lokey (Financial Adviser to GVC)                                     
    +44 (0) 20 7839 3355 
 
David Sola 
 
Dilshad Kunnummal 
 
Quynh Ho 
 
Investec (Corporate Broker to GVC)                                            
         +44 (0) 20 7597 5970 
 
Chris Treneman 
 
Garry Levin 
 
Carlton Nelson 
 
Buchanan (PR Adviser to GVC) 
 
David Rydell                                                                  
                        +44 (0) 7798 646021 
 
Henry Harrison-Topham                                                         
              +44 (0) 7872 604467 
 
Chris Lane                                                                    
                        +44 (0) 7899 793612 
 
Ladbrokes Coral Group                                                         
              +44 (0) 20 8429 7776 
 
Jim Mullen, Chief Executive Officer 
 
Paul Bowtell, Chief Financial Officer 
 
Donal McCabe, Group Communications Director 
 
Paul Tymms, Director of Investor Relations 
 
Greenhill (Financial Adviser to Ladbrokes Coral)                              
  +44 (0) 20 7198 7400 
 
David Wyles 
 
Pieter-Jan Bouten 
 
Michael Lord 
 
UBS (Financial Adviser and Corporate Broker to Ladbrokes Coral)     +44 (0) 20
7568 1000 
 
William Vereker 
 
John Woolland 
 
Jonathan Retter 
 
Deutsche Bank (Corporate Broker to Ladbrokes Coral)                        +44
(0) 207 545 8000 
 
Matt Hall 
 
Neil Collingridge 
 
Tulchan (PR Adviser to Ladbrokes Coral)                                       
     +44 (0) 207 353 4200 
 
David Allchurch 
 
Will Smith 
 
GVC Holdings Legal Entity Identifier: 213800GNI3K45LQR8L28 
 
Ladbrokes Coral Legal Entity Identifier: 213800P7FJOPCV4H3J04 
 
Classification: 2.2 
 
Important notices 
 
Houlihan Lokey EMEA, LLP ("Houlihan Lokey"), which is authorised and regulated
by the Financial Conduct Authority, is acting for GVC and no one else in
connection with the matters set out in this Announcement. In connection with
such matters, Houlihan Lokey, its affiliates and their respective partners,
directors, officers, employees and agents will not regard any person other
than GVC as their client, nor will they be responsible to anyone other than
GVC for providing the protections afforded to their clients or for providing
advice in relation to the contents of this Announcement or any other matter
referred to in this Announcement. 
 
Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting for GVC and no one else in
connection with the matters set out in this Announcement. In connection with
such matters, Investec, its affiliates and their respective directors,
officers, employees and agents will not regard any person other than GVC as
their client, nor will they be responsible to anyone other than GVC for
providing the protections afforded to their clients or for providing advice in
relation to the contents of this Announcement or any other matter referred to
in this Announcement. 
 
Greenhill & Co. International LLP ("Greenhill") is authorised and regulated by
the Financial Conduct Authorityin the United Kingdom. Greenhill is acting as
financial adviser to Ladbrokes Coral and for no one else in connection with
the matters set out in this Announcement and will not be responsible to anyone
other than Ladbrokes Coral for providing the protections afforded to clients
of Greenhill, nor for providing advice in relation to the matters set out in
this Announcement. 
 
UBS Limited ("UBS") is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom. UBS is acting as financial adviser
toLadbrokes Coral and no one else for the purpose of the consideration of a
proposed acquisition by GVC and will not be responsible to anyone other
thanLadbrokes Coral for providing the protections offered to clients of UBS
nor for providing advice in relation to this Announcement or any transaction,
arrangement or other matter referred to herein. 
 
Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United Kingdom, by
the Prudential Regulation Authority. It is subject to supervision by the
European Central Bank and by BaFin, Germany's Federal Financial Supervisory
Authority, and is subject to limited regulation in the United Kingdom by the
Prudential Regulation Authority and Financial Conduct Authority. Deutsche Bank
is acting as corporate broker toLadbrokes Coral and no one else for the
purpose of the consideration of a proposed acquisition by GVC and will not be
responsible to anyone other thanLadbrokes Coral for providing the protections
offered to clients of Deutsche Bank nor for providing advice in relation to
this Announcement or any transaction, arrangement or other matter referred to
herein. Neither Deutsche Bank nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Deutsche Bank in connection with this Announcement, any
statement contained herein or otherwise. 
 
Forward-looking statements 
 
This Announcement contains statements about GVC, Ladbrokes Coral and the
Enlarged Group that are or may be forward looking statements. All statements
other than statements of historical facts included in this Announcement may be
forward looking statements. Without limitation, any statements preceded or
followed by or that include the words "targets", "should", "continue",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of Ladbrokes Coral's, GVC's or the Enlarged Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Ladbrokes Coral's, GVC's or the Enlarged Group's
business. 
 
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof.
Ladbrokes Coral and GVC disclaim any obligation to update any forward looking
or other statements contained herein, except as required by applicable law or
regulation. 
 
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser, duly authorised under the FSMA if you are
resident in the United Kingdom, or from another appropriately authorised
independent financial adviser. 
 
Quantified Financial Benefits Statement 
 
Statements of estimated cost savings and synergies relate to future actions
and circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the cost savings and synergies referred to may not
be achieved, may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. No statement in the
Quantified Financial Benefits Statement, or this Announcement generally,
should be construed as a profit forecast, or interpreted to mean that the
Enlarged Group's earnings or earnings per share in the first full year
following Completion, or in any subsequent period, would necessarily match or
be greater than or be less than those of GVC and/or Ladbrokes Coral for the
relevant preceding financial period or any other period. 
 
Disclosure requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange 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 securities exchange 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 securities exchange 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
securities exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange 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 securities exchange offeror(s),
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 securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3. 
 
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 Takeover 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. 
 
Further information 
 
This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer, invitation or the
solicitation of any offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or otherwise nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Acquisition will be
effected solely by means of the Scheme Document which, together with the Forms
of Proxy and the Form of Election, will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of the Scheme
and on the Ladbrokes Coral Resolutions and how to make elections under the Mix
and Match Facility. 
 
Ladbrokes Coral will prepare the Scheme Document to be distributed to
Ladbrokes Coral Shareholders and GVC will prepare the GVC Prospectus to be
distributed to GVC Shareholders and Ladbrokes Coral Shareholders. Ladbrokes
Coral urges Ladbrokes Coral Shareholders to read the Scheme Document and the
GVC Prospectus when they become available because they will contain important
information in relation to the Acquisition, the New GVC Shares and the
Enlarged Group. GVC urges GVC Shareholders to read the GVC Prospectus when it
becomes available because it will contain important information in relation to
the New GVC Shares and the Enlarged Group. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document, or the GVC
Prospectus, as appropriate. 
 
This Announcement has been prepared for the purposes of complying with English
law, the rules of the London Stock Exchange and the Takeover 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
and regulations of any other jurisdictions. 
 
This Announcement does not constitute a prospectus or prospectus equivalent
document. 
 
Additional restrictions regarding the United States and other overseas
jurisdictions 
 
The release, publication or distribution of this Announcement in or into
certain jurisdictions may be restricted by the laws of those jurisdictions.
Accordingly, copies of this Announcement and all other announcements and
documentation relating to the Acquisition are not being, and must not be,
released, published, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would violate the laws of that
jurisdiction or any Restricted Jurisdiction. Persons receiving such
announcements or documentation (including, without limitation, nominees,
trustees and custodians) should inform themselves of, and observe, these
restrictions. Failure to do so may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable
law, the companies involved in the Acquisition disclaim any responsibility or
liability for the violations of any such restrictions by any person. 
 
The New GVC Shares, the CVRs and any Loan Notes issued pursuant to the terms
of the CVR Instrument have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States and may not offered or sold in the United State absent
registration or an exemption from registration under the US Securities Act. 
 
The New GVC Shares and the CVRs are expected to be offered in reliance upon
the exemption from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. For the purpose of qualifying for this
exemption, Ladbrokes Coral will advise the Court that its sanction of the
Scheme will be relied upon by GVC as an approval of the Scheme following a
hearing on its fairness to Ladbrokes Coral Shareholders at which hearing all
such shareholders are entitled to appear in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to which
notification has been given to all Ladbrokes Coral Shareholders. 
 
Any Loan Notes issued to Ladbrokes Coral Shareholders in exchange for the CVRs
issued pursuant to the Scheme will be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by
Section 3(a)(9) thereof. 
 
The New GVC Shares and CVRs to be issued to Ladbrokes Coral Shareholders
pursuant to the Scheme and the Loan Notes to be issued to Ladbrokes Coral
Shareholders in exchange for the CVRs generally should not be treated as
"restricted securities" within the meaning of Rule 144(a)(3) under the US
Securities Act and persons who receive securities in the Scheme (other than
"affiliates" as described in the paragraph below) may resell them without
restriction under the US Securities Act. 
 
Under US federal securities laws, a Ladbrokes Coral Shareholder who is an
"affiliate" of either Ladbrokes Coral or GVC within 90 days prior to, or of
GVC at any time following, the Effective Date will be subject to certain US
transfer restrictions relating to the New GVC Shares and the CVRs received in
connection with the Scheme. The New GVC Shares, CVRs or Loan Notes held by
such affiliates may not be sold without registration under the US Securities
Act, except pursuant to the applicable resale provisions of Rule 144 under the
US Securities Act or another exemption from the registration requirements of
the US Securities Act, including transactions conducted pursuant to Regulation
S under the US Securities Act. Whether a person is an "affiliate" of a company
for such purposes depends upon the circumstances, but affiliates of a company
can include certain officers, directors and significant shareholders. A person
who believes that he or she may be an affiliate of Ladbrokes Coral or GVC
should consult his or her own legal advisers prior to any sale of any New GVC
Shares, CVRs or Loan Notes. 
 
The receipt of New GVC Shares pursuant to the Acquisition by a US Ladbrokes
Coral Shareholder may be a taxable transaction for US federal income tax
purposes and under applicable state and local, as well as foreign and other,
tax laws. Each Ladbrokes Coral Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of the
Acquisition. 
 
It may be difficult for US Ladbrokes Coral Shareholders to enforce their
rights and claims arising out of the US federal securities laws, since GVC and
Ladbrokes Coral are located in countries other than the United States, and
some or all of their officers and directors may be residents of countries
other than the United States. US Ladbrokes Coral Shareholders may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment. 
 
None of the securities referred to in this Announcement have been approved or
disapproved by the SEC, any state securities commission in the United States
or any other US regulatory authority, nor have such authorities passed upon or
determined the adequacy or accuracy of the information contained in this
Announcement. Any representation to the contrary is a criminal offence in the
United States. 
 
The Acquisition relates to the acquisition of shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of arrangement
is not subject to proxy solicitation or tender offer rules under the US
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. However, if GVC were to elect, with the consent of the
Panel, and. in certain circumstances, the consent of Ladbrokes Coral, to
implement the Acquisition by means of a Takeover Offer, such Takeover Offer
will be made in compliance with all applicable laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder. 
 
Such a Takeover Offer would be made in the United States by GVC and no one
else. In addition to any such Takeover Offer, any affiliates of GVC's
financial advisers, GVC, its affiliates, any affiliates of Ladbrokes Coral's
financial advisers or their respective affiliates, may make certain purchases
of, or arrangements to purchase, shares in Ladbrokes Coral outside such
Takeover Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase were to be
made they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. Any information about such
purchases will be disclosed as required in the United Kingdom, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website: www.londonstockexchange.com, or otherwise by
press release. 
 
The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the United Kingdom and thus
may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States. 
 
Unless otherwise determined by GVC or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. 
 
The availability of New GVC Shares, CVRs and Loan Notes under the Acquisition
to Ladbrokes Coral Shareholders who are not resident in the United Kingdom,
and the availability of the Mix and Match Facility to such shareholders, 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 legal or regulatory requirements. 
 
Information relating to Ladbrokes Coral Shareholders 
 
Please be aware that addresses, electronic addresses and certain other
information provided by Ladbrokes Coral Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Ladbrokes Coral may be provided to GVC during the Offer Period as required
under Section 4 of Appendix 4 of the Takeover Code. 
 
Publication on websites and availability of hard copies 
 
In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be available on GVC's website at
http://www.gvc-plc.com/html/investor/welcome.asp and at Ladbrokes Coral's
website at https://www.ladbrokescoralplc.com/investors by no later than 12
noon on 27 December2017, but will not be available to persons Restricted
Jurisdictionsor any other jurisdictions where publication of this Announcement
would violate the laws of such jurisdiction. The contents of the websites
referred to in this Announcement are not incorporated into and do not form
part of this Announcement. 
 
Subject to certain restrictions relating to persons in Restricted
Jurisdictions: (a) GVC Shareholders and persons with information rights may
request a hard copy of this Announcement by contacting Robert Hoskin, Group
Head of Legal, Suite 6, Atlantic Suites, Europort Avenue, Gibraltar, tel: +350
200 78700; and (b) Ladbrokes Coral Shareholders and persons with information
rights may request a hard copy of this Announcement by contacting Ladbrokes
Coral's Registrars, Computershare Investor Services PLC, tel: +44 (0) 370 702
0127. Those persons may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition should be in
hard copy form. 
 
Rounding 
 
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them. 
 
APPENDIX I 
 
TERMS AND CONDITIONS OF THE SCHEME AND THE OFFER 
 
Part A: Conditions of the Scheme and the Acquisition 
 
1          The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective by not later than 11.59 p.m. (London
time) on the Long Stop Date. 
 
2          The Scheme will be conditional on: 
 
(a)        (i) the approval by a majority in number representing not less than
75 per cent. in value of the Scheme Shareholders who are on the register of
members of Ladbrokes Coral at the Voting Record Time, present and voting,
whether in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required (or any adjournment thereof); and (ii) such
Court Meeting (or any adjournment thereof) being held on or before the 22nd
day after the expected date of the Court Meeting to be set out in the Scheme
Document in due course (or such later date as Ladbrokes Coral and GVC may
agree in writing and the Court may allow); 
 
(b)        (i) all resolutions required to approve and implement the Scheme
and to approve certain related matters being duly passed by the requisite
majorities at the Ladbrokes Coral General Meeting (or any adjournment
thereof); and (ii) the Ladbrokes Coral General Meeting (or any adjournment
thereof) being held on or before the 22nd day after the expected date of the
Ladbrokes Coral General Meeting to be set out in the Scheme Document in due
course (or such later date as Ladbrokes Coral and GVC may agree in writing and
the Court may allow); and 
 
(c)        (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Ladbrokes
Coral and GVC)) and the delivery of the office copy of the Court Order to the
Registrar of Companies; and (ii) the Court Hearing being held on or before the
22nd day after the expected date of the Court sanction to be set out in the
Scheme Document in due course (or such later date as Ladbrokes Coral and GVC
may agree in writing and the Court may allow). 
 
3          Subject as stated in Part B below, the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless such Conditions
(as amended if appropriate) have been satisfied or, where relevant, waived: 
 
Approval of GVC Shareholders and Admission to Trading of New GVC Shares 
 
(a)        the resolutions of the GVC Shareholders required to: 
 
(i)         approve, effect and implement the Acquisition; 
 
(ii)         authorise an increase in the authorised share capital of GVC; 
 
(iii)        confer authorities for the issue and allotment of the New GVC
Shares to be issued in connection with the Acquisition; 
 
(iv)        dis-apply all relevant pre-emption rights in respect of the
allotment of the New GVC Shares to be issued in connection with the
Acquisition; and 
 
(v)         approve the amendment of GVC's articles of association in
connection with the proposed increase in the authorised share capital of GVC, 
 
being duly passed at the GVC General Meeting in each case by the requisite
majority of the GVC Shareholders; and 
 
(b)        (i) the UKLA having acknowledged to GVC or its agent (and such
acknowledgement 

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