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 4

EntainAnnouncement

22/12/2017 07:11

- Part 4: For the preceding part double click  ID:nRSV1831Ac 

not having been withdrawn) that the application for the
admission of the New GVC Shares issued pursuant to the Acquisition to the
premium listing segment of the Official List and (after satisfaction of any
conditions to which such approval is expressed to be subject (the "listing
conditions")) will become effective as soon as a dealing notice has been
issued by the UKLA and any listing conditions having been satisfied and (ii)
the London Stock Exchange having acknowledged to GVC or its agent (and such
acknowledgement not having been withdrawn) that the New GVC Shares will be
admitted to trading on the main market for listed securities of the London
Stock Exchange; 
 
UK antitrust approval 
 
(c)        either of the following events having occurred: 
 
(i)         confirmation having been received in writing from the CMA, in
terms satisfactory to GVC, that the CMA does not intend to refer the
Acquisition or any matters arising therefrom for a Phase 2 CMA Reference; or 
 
(ii)         the period within which the CMA is required by section 34ZA of
the Enterprise Act 2002 to decide whether the duty to make a Phase 2 CMA
Reference applies has expired without such a decision having been made; 
 
German antitrust approval 
 
(d)        confirmation having been received in writing from the German
Federal Cartel Office (the "FCO") that the Acquisition does not meet the
preconditions for prohibition in s.36(I) of the German Act against Restraints
of Competition ("ARC") such that under the German merger control regime it can
be concluded that the FCO does not intend to initiate an in-depth
investigation of the Acquisition under s.40(2) ARC; or, the FCO not informing
GVC and/or Ladbrokes Coral within one month of receipt of a complete
notification that it intends to initiate an in-depth investigation of the
Acquisition under s.40(2) ARC; or the FCO declaring that the Acquisition does
not need to be filed; 
 
Austrian antitrust approval 
 
(e)        Austrian merger control clearance having been obtained or any
waiting or other time or limitation period under the merger control rules in
Austria having been expired, lapsed, waived or otherwise terminated in the
framework of a merger control notification in Austria; 
 
Maltese antitrust approval 
 
(f)         the Director General of the Office for Competition: 
 
(i)         has issued a Phase I decision that despite the Acquisition
constituting a concentration, the Director General has decided not to oppose
the concentration and unconditionally declared it to be a lawful concentration
in terms of the Control of Concentrations Regulations, 2002; and/or 
 
(ii)         has not taken a decision within the deadlines set in the Control
of Concentrations Regulations, 2002, as a result of which the concentration is
deemed to have been declared lawful in terms of regulation 9(7) of these
Regulations; 
 
EU antitrust approval 
 
(g)        in the event that the European Commission decides to examine the
Acquisition or any matters arising therefrom pursuant to Article 22(3) of the
EU Merger Regulation, the European Commission having declared it compatible
with the internal market pursuant to Article 6(1)(b) of the EU Merger
Regulation on terms satisfactory to GVC; 
 
UK Gambling Commission change of control approval 
 
(h)        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, such determination to
be made following an application in respect of the same submitted by Ladbrokes
Coral to the UKGC pursuant to section 102(2)(b) of the Gambling Act; 
 
Licensing Authority of Gibraltar change of control approval 
 
(i)         the approval by the Licensing Authority (Gambling Division) of HM
Government of Gibraltar of the acquisition of Ladbrokes Coral by GVC; 
 
Malta Gaming Authority change of control approval 
 
(j)         all necessary notifications, filings or applications having been
made to the Malta Gaming Authority ("MGA") and approval having been granted by
the MGA in respect of a change in qualifying shareholding (as defined in the
Maltese Remote-Gaming Regulations enacted by Legal Notice 176 of 2004) in the
MGA-licensed entity of the Ladbrokes Coral Group; 
 
Other notifications, waiting periods and Authorisations 
 
(k)        without prejudice to any of the Conditions above, all material
notifications, filings or applications which are necessary or are reasonably
considered appropriate or desirable by GVC having been made in connection with
the Acquisition and all appropriate waiting periods (including any extensions
thereof) under any applicable legislation or regulation of any relevant
jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory and regulatory obligations in any jurisdiction having been
complied with, in each case, in respect of the Scheme and the Acquisition and
all Authorisations which are necessary or are reasonably considered
appropriate in any relevant jurisdiction for or in respect of the Scheme or
the Acquisition and, except pursuant to Part 26 of the Companies Act, the
acquisition or the proposed acquisition of any shares or other securities in,
or control or management of, Ladbrokes Coral or any other member of the Wider
Ladbrokes Coral Group by any member of the Wider GVC Group having been
obtained in terms and in a form reasonably satisfactory to GVC from all
appropriate Third Parties and (without prejudice to the generality of the
foregoing) from any persons or bodies with whom any member of the Wider
Ladbrokes Coral Group or the Wider GVC Group has entered into contractual
arrangements, in each case, where the absence of such Authorisation would have
a material adverse effect on the Wider Ladbrokes Coral Group taken as a whole
and all such Authorisations remaining in full force and effect at the time at
which the Scheme becomes Effective and there being no notice or intimation of
an intention to revoke, suspend, restrict, modify or not to renew any of such
Authorisations; 
 
Other Third Party clearances 
 
(l)         without prejudice to any of the Conditions above, no antitrust
regulator or Third Party having announced or given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and in each case, not having withdrawn
the same), or having required any action to be taken or otherwise having done
anything, or having enacted, made or proposed any statute, regulation,
decision, order or change to published practice (and in each case, not having
withdrawn the same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to: 
 
(i)         require, prevent or materially delay the divestiture or materially
alter the terms envisaged for such divestiture by any member of the Wider GVC
Group or by any member of the Wider Ladbrokes Coral Group of all or any
material part of its businesses, assets or property or impose any limitation
on the ability of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any material portion of their assets or
properties (or any part thereof); 
 
(ii)         require, prevent or materially delay a divestiture, or materially
alter the terms envisaged for such divestiture by any member of the Wider GVC
Group or any member of the Wider Ladbrokes Coral Group of any shares or other
securities (or the equivalent) in any member of the Wider Ladbrokes Coral
Group or any member of the Wider GVC Group; 
 
(iii)        except pursuant to Part 26 of the Companies Act, require any
member of the Wider GVC Group or the Wider Ladbrokes Coral Group to acquire or
offer to acquire any shares, other securities (or the equivalent) or interest
in any member of the Wider Ladbrokes Coral Group or any member of the Wider
GVC Group or any asset owned by any Third Party (other than in the
implementation of the Acquisition); 
 
(iv)        impose any material limitation on, or result in a material delay
in, the ability of any member of the Wider GVC Group directly or indirectly to
acquire, hold or to exercise effectively all or any rights of ownership in
respect of shares or other securities in Ladbrokes Coral or on the ability of
any member of the Wider Ladbrokes Coral Group or any member of the Wider GVC
Group directly or indirectly to hold or exercise effectively all or any rights
of ownership in respect of shares or other securities (or the equivalent) in,
or to exercise voting or management control over, any member of the Wider
Ladbrokes Coral Group; 
 
(v)         except as Disclosed, otherwise adversely affect any or all of the
business, assets, profits, prospects or operational performance of any member
of the Wider Ladbrokes Coral Group or any member of the Wider GVC Group in
each case in a manner which is materially adverse to the Wider Ladbrokes Coral
Group or the Wider GVC Group taken as a whole; 
 
(vi)        result in any member of the Wider Ladbrokes Coral Group or any
member of the Wider GVC Group ceasing to be able to carry on a material
business under any name under which, or in any jurisdiction in which, it
presently carries on business; 
 
(vii)       make the Acquisition, its implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control or
management of, Ladbrokes Coral or any member of the Wider Ladbrokes Coral
Group by any member of the Wider GVC Group void, unenforceable and/or illegal
under the laws of any relevant jurisdiction, or otherwise, directly or
indirectly, materially prevent or prohibit, restrict, restrain, or delay or
otherwise materially interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise materially
challenge, impede, interfere with or require material amendment of, the
Acquisition or the acquisition or proposed acquisition of any shares or other
securities in, or control or management of, Ladbrokes Coral or any member of
the Wider Ladbrokes Coral Group by any member of the Wider GVC Group; or 
 
(viii)       impose any material limitation on the ability of any member of
the Wider GVC Group or any member of the Wider Ladbrokes Coral Group to
conduct its business or to integrate or coordinate all or any material part of
its business with all or any material part of the business of any other member
of the Wider GVC Group and/or the Wider Ladbrokes Coral Group, 
 
and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any jurisdiction in respect of, or otherwise intervene in the Scheme or Offer
or the acquisition or proposed acquisition of any Ladbrokes Coral Shares
having expired, lapsed or been terminated; 
 
Certain matters arising as a result of any arrangement, agreement, etc. 
 
(m)       except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to which any
member of the Wider Ladbrokes Coral Group or the Wider GVC Group is a party or
by or to which any such member or any of its assets is or may be bound,
entitled or be subject, or any event or circumstance, which, as a consequence
of the Scheme or the Acquisition or the acquisition or the proposed
acquisition by any member of the Wider GVC Group of any shares or other
securities (or the equivalent) in Ladbrokes Coral or any member of the Wider
Ladbrokes Coral Group or because of a change in the control or management of
any member of the Wider Ladbrokes Coral Group or otherwise, could or might
reasonably be expected to result in (in any case to an extent which is or
would be material in the context of the Wider Ladbrokes Coral Group or the
Wider GVC Group taken as a whole): 
 
(i)         any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Ladbrokes
Coral Group or the Wider GVC Group being or becoming repayable, or capable of
being declared repayable, immediately or prior to its or their stated maturity
date or repayment date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited or becoming capable of
being withdrawn or inhibited; 
 
(ii)         the creation, save in the ordinary and usual course of business,
or enforcement of any mortgage, charge or other security interest over the
whole or any material part of the business, property or assets of any member
of the Wider Ladbrokes Coral Group or the Wider GVC Group or any such
mortgage, charge or other security interest (whenever created, arising or
having arisen) becoming enforceable; 
 
(iii)        any such arrangement, agreement, lease, licence, franchise,
permit or other instrument being terminated or the rights, liabilities,
obligations or interests thereunder of any member of the Wider Ladbrokes Coral
Group or the Wider GVC Group being adversely modified or adversely affected or
any obligation or liability arising or any adverse action being taken or
arising thereunder; 
 
(iv)        any liability of any member of the Wider Ladbrokes Coral Group or
the Wider GVC Group to make any severance, termination, bonus or other payment
to any of its directors, or other officers; 
 
(v)         the rights, liabilities, obligations, interests or business of any
member of the Wider Ladbrokes Coral Group or any member of the Wider GVC Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Ladbrokes Coral Group or
any member of the Wider GVC Group in or with any other person or body or firm
or company (or any arrangement or arrangement relating to any such interests
or business) being or becoming capable of being terminated, or adversely
modified or affected or any onerous obligation or liability arising or any
adverse action being taken thereunder; 
 
(vi)        any member of the Wider Ladbrokes Coral Group or the Wider GVC
Group ceasing to be able to carry on business under any name under which it
presently carries on business; 
 
(vii)       the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
Ladbrokes Coral Group or the Wider GVC Group being prejudiced or adversely
affected; 
 
(viii)       the creation or acceleration of any material liability (actual or
contingent) by any member of the Wider Ladbrokes Coral Group or the Wider GVC
Group other than the creation of liabilities incurred in the ordinary course
of business; 
 
(ix)        any assets owned or used by any member of the Wider Ladbrokes
Coral Group or the Wider GVC Group, or any interest in any such asset, being
or falling to be disposed of or charged or ceasing to be available to such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to such
member; or 
 
(x)        any requirement on any member of the Wider Ladbrokes Coral Group or
the Wider GVC Group to acquire, subscribe, pay up or repay any shares or other
securities (other than as contemplated by the terms of the Acquisition and the
Scheme), 
 
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which any
member of the Wider Ladbrokes Coral Group or the Wider GVC Group is a party or
by or to which any such member or any of its assets is or will become bound,
entitled or subject, would or might reasonably be expected to result in any of
the events or circumstances as are referred to in Conditions 3(m)(i) to (x)
(inclusive); 
 
No material transactions, claims or changes in the conduct of the business of
the Wider Ladbrokes Coral Group 
 
(n)        except as Disclosed, no member of the Wider Ladbrokes Coral Group
having, since 31 December 2016: 
 
(i)         issued or agreed to issue, or authorised or proposed or announced
its intention to authorise or propose the issue of, additional shares of any
class, or securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities or transferred or sold or agreed to
transfer or sell or authorised or proposed the transfer or sale of Ladbrokes
Coral Shares out of treasury (except where relevant, as between Ladbrokes
Coral and its wholly-owned subsidiaries, or between its wholly-owned
subsidiaries, and except for the issue or transfer out of treasury of
Ladbrokes Coral Shares on the exercise of employee share options or vesting of
employee share awards granted, vested or exercised, as applicable in the
ordinary course under the Ladbrokes Coral Share Schemes); 
 
(ii)         other than to Ladbrokes Coral or one of its wholly-owned
subsidiaries or other than a Ladbrokes Coral Permitted Dividend, recommended,
declared, paid or made or proposed to recommend, declare, pay or make any
bonus, dividend or other distribution or return of value (whether payable in
cash or otherwise); 
 
(iii)        other than pursuant to the Acquisition, and for transactions
between Ladbrokes Coral and its wholly-owned subsidiaries, or between its
wholly-owned subsidiaries implemented, effected, authorised or proposed or
announced its intention to implement, effect, authorise or propose any merger,
demerger, reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets (in each case otherwise than in the ordinary course of
business) or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is material in
the context of the Wider Ladbrokes Coral Group taken as a whole; 
 
(iv)        disposed of, or transferred, mortgaged or created any security
interest over any material asset or any right, title or interest in any
material asset or authorised, proposed or announced any intention to do so in
any such case to an extent which is material in the context of the Wider
Ladbrokes Coral Group taken as a whole ; 
 
(v)         (except for transactions between Ladbrokes Coral and its
wholly-owned subsidiaries, or between its wholly-owned subsidiaries or
transactions in the ordinary course of business) issued or authorised or
proposed or announced an intention to authorise or propose the issue of, or
made any change in or to the terms of, any debentures or become subject to any
contingent liability or incurred or increased any indebtedness which in any
such case is material in the context of the Wider Ladbrokes Coral Group taken
as a whole ; 
 
(vi)        entered into or varied or authorised, proposed or announced its
intention to enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves or could reasonably be expected to involve an obligation of a
nature or magnitude which is, in any such case, material in the context of the
Wider Ladbrokes Coral Group or in the context of the Acquisition, or which is
or is reasonably likely to be restrictive on the business of any member of the
Wider Ladbrokes Coral Group to an extent which is or is likely to be material
to the Wider Ladbrokes Coral Group taken as a whole; 
 
(vii)       entered into or varied to a material extent the terms of, or made
any offer (which remains open for acceptance) to enter into or vary to a
material extent the terms of any contract, service agreement, commitment or
arrangement with any director or senior executive of the Wider Ladbrokes Coral
Group to an extent which is material in the context of the Acquisition, save
for salary increases, bonuses or variations of terms in the ordinary course
and consistent with past practice; 
 
(viii)       proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Ladbrokes Coral Group
other than in accordance with the terms of the Acquisition; 
 
(ix)        purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, except in respect of the matters mentioned in subparagraph (i) above, made
any other change to any part of its share capital; 
 
(x)        waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Ladbrokes Coral Group taken as a whole; 
 
(xi)        terminated or varied the terms of any agreement or arrangement
between any member of the Wider Ladbrokes Coral Group and any other person in
a manner which would or might reasonably be expected to have a material
adverse effect on the financial position of the Wider Ladbrokes Coral Group or
the Wider GVC Group taken as a whole; 
 
(xii)       made any material alteration to its memorandum or articles of
association or other incorporation documents other than in accordance with the
terms of the Acquisition; 
 
(xiii)      made or agreed or consented to any change in any material respect
to: 
 
(A)        the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Ladbrokes Coral Group for its
directors or employees or their dependants; 
 
(B)        the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder; 
 
(C)        the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or 
 
(D)        the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to; 
 
(xiv)      been unable, or admitted in writing that it is unable, to pay its
debts or commenced negotiations with one or more of its creditors with a view
to rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business in any such case where such is material in the context of the Wider
Ladbrokes Coral Group taken as a whole; 
 
(xv)       (other than in respect of any member of the Wider Ladbrokes Coral
Group which is dormant and was solvent at the relevant time) taken or proposed
any steps or corporate action or had any legal proceedings instituted or
threatened against it in relation to the suspension of payments, a moratorium
of any indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any material
part of its assets or revenues or any analogous or equivalent steps or
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed which in any such case is
material in the context of the Wider Ladbrokes Coral Group taken as a whole; 
 
(xvi)      made, authorised, proposed or announced an intention to propose any
change in its loan capital which in any such case is material in the context
of the Wider Ladbrokes Coral Group taken as a whole; 
 
(xvii)      entered into, implemented or effected, or authorised, proposed or
announced its intention to implement or effect, any joint venture, asset or
profit sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement (other than the Acquisition) which is material in the context of
the Wider Ladbrokes Coral Group taken as a whole or in the context of the
Acquisition; 
 
(xviii)     having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
Ladbrokes Coral Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the Takeover Code; or 
 
(xix)      entered into any agreement, arrangement, commitment or contract or
passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition 3(n); 
 
No material adverse change, litigation, regulatory enquiry or similar 
 
(o)        except as Disclosed, since 31 December 2016: 
 
(i)         no adverse change having occurred in, and no circumstance having
arisen which would or might reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or profits or
prospects or operational performance of any member of the Wider Ladbrokes
Coral Group which is material in the context of the Wider Ladbrokes Coral
Group taken as a whole; 
 
(ii)         no any litigation, arbitration proceedings, prosecution or other
legal proceedings by or against any member of the Wider Ladbrokes Coral Group
or to which any member of the Wider Ladbrokes Coral Group is or may become a
party (whether as claimant, defendant or otherwise) having been threatened,
announced or instituted or remaining outstanding by, against or in respect of,
any member of the Wider Ladbrokes Coral Group, in each case in circumstances
which might reasonably be expected to have a material adverse effect on the
Wider Ladbrokes Coral Group taken as a whole; 
 
(iii)        no enquiry, review or investigation by, or complaint or reference
to, any Third Party against or in respect of any member of the Wider Ladbrokes
Coral Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Ladbrokes
Coral Group, in each case in circumstances which might reasonably be expected
to have a material adverse effect on the Wider Ladbrokes Coral Group taken as
a whole; 
 
(iv)        no contingent or other liability having arisen, increased or
become apparent to GVC, which is reasonably likely to affect adversely the
business, assets, financial or trading position, profits, prospects or
operational performance of any member of the Wider Ladbrokes Coral Group to an
extent which is material in the context of the Wider Ladbrokes Coral Group
taken as a whole; and 
 
(v)         no steps having been taken and no omissions having occurred which
are reasonably likely to result in the withdrawal (without replacement),
cancellation, termination or modification of any licence held by any member of
the Wider Ladbrokes Coral Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or modification
of which might reasonably be expected to have a material adverse effect on the
Wider Ladbrokes Coral Group taken as a whole; 
 
No discovery of certain matters regarding information and liabilities 
 
(p)        except as Disclosed, GVC not having discovered: 
 
(i)         that any financial, business or other information concerning the
Wider Ladbrokes Coral Group publicly announced prior to the date of this
Announcement or Disclosed to any member of the Wider GVC Group by or on behalf
of any member of the Wider Ladbrokes Coral Group at any time prior to the date
of this Announcement is misleading, contains a misrepresentation of any fact,
or omits to state a fact necessary to make that information not misleading,
misleading and which has not subsequently been corrected before the date of
this Announcement in any such case to an extent which is material in the
context of the Wider Ladbrokes Coral Group taken as a whole; 
 
(ii)         that any member of the Wider Ladbrokes Coral Group, otherwise
than in the ordinary course of business, is subject to any liability,
contingent or otherwise which is material in the context of the Wider
Ladbrokes Coral Group taken as a whole; 
 
(iii)        that any information which materially adversely affects the
import of any information Disclosed to GVC at any time by or on behalf of any
member of the Wider Ladbrokes Coral Group which is material in the context of
the Wider Ladbrokes Coral Group or in the context of the Acquisition; or 
 
(iv)        that any past or present member of the Wider Ladbrokes Coral Group
has not complied in any respect with all applicable legislation, regulations
or other requirements of any jurisdiction, or any Authorisations, relating to
the use, treatment, storage, carriage, disposal, discharge, spillage, release,
leak or emission of any waste or hazardous substance or any substance likely
to impair the environment (including property) or harm human health or
otherwise relating to environmental matters or the health and safety of
humans, which noncompliance would be likely to give rise to any liability
including any penalty for noncompliance (whether actual or contingent) on the
part of any member of the Wider Ladbrokes Coral Group which in any such case
is material in the context of the Wider Ladbrokes Coral Group taken as a
whole; 
 
Intellectual property 
 
(q)        except as Disclosed, no circumstance having arisen or event having
occurred in relation to any intellectual property owned or used by any member
of the Wider Ladbrokes Coral Group taken as a whole which would have a
material adverse effect on the Wider GVC Group or which is otherwise material
in the context of the Acquisition, including: 
 
(i)         any member of the Wider Ladbrokes Coral Group losing its title to
any intellectual property material to its business, or any intellectual
property owned by the Wider Ladbrokes Coral Group and material to its business
being revoked, cancelled or declared invalid; 
 
(ii)         any claim being asserted in writing or threatened in writing by
any person challenging the ownership of any member of the Wider Ladbrokes
Coral Group to, or the validity or effectiveness of, any of its intellectual
property; or 
 
(iii)        any agreement regarding the use of any intellectual property
licensed to or by any member of the Wider Ladbrokes Coral Group being
terminated or varied; 
 
Anti-corruption and sanctions 
 
(r)         except as Disclosed, GVC not having discovered that: 
 
(i)         any past or present member, director, officer or employee of the
Wider Ladbrokes Coral Group or any person that performs or has performed
services for or on behalf of any such company  (in such capacity or in
connection with such activity) is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in contravention of the UK
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, as amended or
any other applicable anti-corruption legislation; or 
 
(ii)         any past or present member, director, officer or employee of the
Wider Ladbrokes Coral Group or any person that performs or has performed
services for or on behalf of any such company (in such capacity or in
connection with such activity) has engaged in any activity or business with,
or made any investments in, or made any funds or assets available to, or
received any funds or assets from, any government, entity or individual
covered by any of the economic sanctions administered by the United Nations or
the European Union (or any of their respective member states) or the United
States Office of Foreign Assets Control; and 
 
No criminal property 
 
(s)        except as Disclosed, GVC not having discovered in relation to the
Wider Ladbrokes Coral Group that any asset of any member of the Wider
Ladbrokes Coral Group constitutes criminal property as defined by section
340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of
that definition). 
 
Part B: Waiver and invocation of the Conditions 
 
4          The Scheme will not become Effective unless the Conditions have
been fulfilled or (if capable of waiver) waived or, where appropriate, have
been determined by GVC and Ladbrokes Coral to be or remain satisfied by no
later than the date referred to in Condition 1 (or such later date as GVC and
Ladbrokes Coral may agree and (if required) the Panel and/ or the Court may
allow). 
 
5          Conditions 3(a) to 3(s) (inclusive) must be fulfilled, be
determined by GVC to be fulfilled or, where capable of waiver, waived by GVC
by no later than a time which is immediately before the commencement of the
Court Hearing (or such later time and/or date as the Court may allow), failing
which the Scheme will lapse. Subject to the above, GVC shall not be under any
obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of Conditions 3(a) to 3(s) (inclusive)
by a date earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be
capable of fulfilment. 
 
6          Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition. 
 
7          Subject to the requirements of the Panel, the Takeover Code and to
the extent permitted by law, GVC reserves the right, in its sole discretion,
to waive, in whole or in part, Conditions 3(c) to 3(s) (inclusive). Conditions
1, 2, 3(a) and 3(b) shall not be capable of being waived. 
 
8          Under Rule 13.5 of the Takeover Code, GVC may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to invoke the
Condition are of material significance to GVC in the context of the
Acquisition. Conditions 1, 2 and 3(a) and/or any Takeover Offer acceptance
conditions adopted on the basis specified in Part C are not subject to this
provision of the Takeover Code. 
 
9          The Acquisition will lapse and the Scheme will not become Effective
if: 
 
(a)        the Acquisition or any matter arising from or in relation to the
Scheme or Offer becomes subject to a Phase 2 CMA Reference; or 
 
(b)        the European Commission decides to examine the Acquisition or any
matter arising from it pursuant to Article 22(3) of the EU Merger Regulation
and the European Commission initiates proceedings under Article 6(1)(c) of the
EU Merger Regulation in respect of the Acquisition, 
 
in each case before the later of the Court Meeting and the GVC General
Meeting. In such event, GVC will not be bound by the terms of the Scheme. 
 
10         If GVC is required by the Panel to make an offer for Ladbrokes
Coral under the provisions of Rule 9 of the Takeover Code, GVC may make such
alterations to the above Conditions and further terms of the Acquisition as
are necessary to comply with the provisions of that rule. 
 
Part C: Implementation by way of a Takeover Offer 
 
Subject to the terms of the Co-operation Agreement, 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). 
 
Part D: Certain further terms of the Acquisition 
 
1          The Ladbrokes Coral Shares acquired under the Acquisition will be
acquired fully paid and free from all liens, equitable interests, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights attaching or accruing
to them, including voting rights and the right to receive the Ladbrokes Coral
Permitted Dividend and any other dividend or distribution in respect of which
a corresponding reduction has been made to the Offer Price as specified
below. 
 
2          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. 
 
3          Fractions on 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. 
 
4          The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements. 
 
5          The New GVC Shares, the CVRs and any Loan Notes to be 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 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 in a transaction not subject to such requirements,
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. 
 
6          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 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 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). 
 
7          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). 
 
8          The New GVC Shares, CVRs and any Loan Notes to be issued pursuant
to the Acquisition have not been and will not be registered under any of the
relevant securities laws of Australia, Canada or Japan. Accordingly, the New
GVC Shares, CVRs and Loan Notes may not be offered, sold or delivered,
directly or indirectly, in Australia, Canada or Japan, except pursuant to
exemptions from, or transactions not subject to, applicable requirements of
any such jurisdiction 
 
9          The Acquisition is not being made, directly or indirectly, in, into
or from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction. 
 
10         The Acquisition will be governed by the laws of England and Wales
and will be subject to the exclusive jurisdiction of the English courts and to
the Conditions and further terms set out in this Appendix I and to be set out
in the Scheme Document, the applicable requirements of the Takeover Code, the
Panel, the London Stock Exchange, the CMA, FSMA and the FCA. 
 
11         The New GVC Shares will be issued credited as fully paid and will
rank pari passu in all respects with the existing GVC Shares, save that they
will not rank with existing GVC Shares for any dividends of GVC declared, made
or paid on or prior to Completion. 
 
APPENDIX II 
 
SOURCES OF INFORMATION AND BASES OF CALCULATION 
 
In this Announcement, unless otherwise stated, or the context otherwise
requires, the following sources and bases of calculation have been used: 
 
1          Unless otherwise stated, the financial information relating to GVC
is extracted (without adjustment) from the audited consolidated financial
statements for GVC for the year ended 31 December 2016 or from the interim
results statement of GVC for the six months ended 30 June 2017. 
 
2          Unless otherwise stated, the financial information relating to
Ladbrokes Coral is extracted (without adjustment) from the audited
consolidated financial statements for Ladbrokes Coral for the year ended 31
December 2016 which shows the pro-forma information for the Ladbrokes Coral
Group or from the interim results statement of Ladbrokes Coral for the six
months ended 30 June 2017. 
 
3          As at the close of business on the Last Practicable Date, GVC had
in issue 303,726,475 GVC Shares. The fully diluted share capital of GVC (being
313,883,779 GVC Shares) is calculated on the basis of 303,726,475 GVC Shares
in issue on the Last Practicable Date, and in addition up to 10,157,304
further GVC Shares which may be issued on or after the date of this
Announcement following the exercise of options, or settled via alternative
means, or via the vesting of awards under the GVC Share Schemes. 
 
4          As at the close of business on the Last Practicable Date, Ladbrokes
Coral had in issue 1,916,106,857 Ladbrokes Coral Shares. The fully diluted
share capital of Ladbrokes Coral (being 1,932,240,602 Ladbrokes Coral Shares)
is calculated on the basis of 1,916,106,857 Ladbrokes Coral Shares in issue on
the Last Practicable Date, and in addition up to 16,133,745 further Ladbrokes
Coral Shares which may be issued on or after the date of this Announcement
following the exercise of options, or settled via alternative means, or via
the vesting of awards under the Ladbrokes Coral Share Schemes. 
 
5          Unless otherwise stated, all prices and Closing Prices for GVC
Shares and Ladbrokes Coral Shares are closing middle market quotations derived
from the Daily Official List. 
 
6          Unless otherwise stated, the exchange rate used for the conversion
of EUR into GBP is 1.13 and has been derived from Bloomberg and is based on
the exchange rate on the Last Practicable Date. 
 
7          The International Securities Identification Number for GVC Shares
is IM00B5VQMV65. The International Securities Identification Number for
Ladbrokes Coral Shares is GB00B0ZSH635. 
 
APPENDIX III 
 
IRREVOCABLE UNDERTAKINGS 
 
PART A - IN RESPECT OF THE SCHEME AND THE LADBROKES CORAL RESOLUTIONS 
 
Ladbrokes Coral Directors' Irrevocable Undertakings 
 
The following Ladbrokes Coral Directors have given irrevocable undertakings to
vote (or procure the voting) in favour of the Scheme at the Court Meeting and
the Ladbrokes Coral Resolutions to be proposed at the Ladbrokes Coral General
Meeting (or in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer)
in relation to the following Ladbrokes Coral Shares, in which they or their
family members and connected persons are beneficially interested, representing
in aggregate approximately 0.5 per cent. of the existing issued ordinary share
capital of Ladbrokes Coral at the Last Practicable Date: 
 
 Name                Number of Ladbrokes Coral Shares  Percentage of Ladbrokes Coral Shares in issue at the Last Practicable Date  
 John Kelly          77,441                            <0.01                                                                       
 James Mullen        120,139                           0.01                                                                        
 Paul Bowtell        1,763,323                         0.09                                                                        
 Mark Clare          50,000                            <0.01                                                                       
 Mark Pain*          50,000                            <0.01                                                                       
 Stephanie Spring    38,240                            <0.01                                                                       
 Robert Templeman**  7,498,252                         0.39                                                                        
 
 
* Includes interests held by Mark Pain's wife 
 
** Includes interests held by Robert Templeman's wife 
 
These irrevocable undertakings will cease to be binding if: 
 
(a)        GVC announces that it does not intend to make or proceed with the
Acquisition and no new, revised or replacement Scheme or Takeover Offer is
announced by GVC or its affiliates contemporaneously in accordance with Rule
2.7 of the Code; 
 
(b)        the Acquisition is implemented by way of the Scheme (and no change
in the structure of the Acquisition from the Scheme to the Takeover Offer is
announced), the Scheme Document is not dispatched to Ladbrokes Coral
Shareholders within the permitted period under the Code or such other date as
is agreed in writing between GVC and the Ladbrokes Coral with the consent of
the Panel; 
 
(d)        the Scheme has not become effective or the Acquisition has lapsed
or been withdrawn (for the avoidance of doubt, this shall not apply where the
Scheme lapses or is withdrawn in connection with GVC exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a Scheme) and
no new, revised or replacement Scheme or Takeover Offer (to which the relevant
undertaking applies) has been announced by GVC or its affiliates in accordance
with Rule 2.7 of the Code, or is announced by GVC or its affiliates
contemporaneously in accordance with Rule 2.7 of the Code; 
 
(e)        the Scheme (or a Takeover Offer announced in implementation of the
Acquisition as the case may) has not become effective (or become or been
declared unconditional in all respects as the case may be) prior to 30 June
2018 (or such later time or date as the Ladbrokes Coral and GVC agree in
writing with the consent of the Panel); or 
 
(f)         the Acquisition is implemented by way of a Takeover Offer, the
offer document is not dispatched to Ladbrokes Coral Shareholders within the
permitted period under the Code or such other date as is agreed in writing
between GVC and the Panel. 
 
Other Ladbrokes Coral Shareholders' Irrevocable Undertakings 
 
Certain other Ladbrokes Coral Shareholders have given irrevocable undertakings
to vote (or procure the voting) in favour of the Scheme at the Court Meeting
and the Ladbrokes Coral Resolutions to be proposed at the Ladbrokes Coral
General Meeting (or in the event that the Acquisition is implemented by way of
a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer)
in relation to the following Ladbrokes Coral Shares, in which they are
interested, representing in aggregate approximately 9.2 per cent. of the
existing issued ordinary share capital of Ladbrokes Coral at the Last
Practicable Date: 
 
 Name                                                        Number of Ladbrokes Coral Shares  Percentage of Ladbrokes Coral Shares in issue at the Last Practicable Date  
 Anchorage Capital Master Offshore, Ltd.                     109,754,294                       5.7                                                                         
 Anchorage Illiquid Opportunities Offshore Master III, L.P.  33,989,780                        1.8                                                                         
 Majedie Asset Management Limited                            32,216,265*                       1.7                                                                         
 
 
* The irrevocable undertaking from Majedie Asset Management is in respect of
32,216,265 Ladbrokes Coral Shares if the Acquisition is implemented by Scheme
and 33,933,721 Ladbrokes Coral Shares if the Acquisition is implemented by
Takeover Offer. 
 
The irrevocable undertakings from Anchorage Capital Master Offshore, Ltd. and
Anchorage Illiquid Opportunities Master III, L.P. will cease to be binding
if: 
 
(a)        GVC announces that it does not intend to make or proceed with the
Acquisition and no new, revised or replacement Scheme or Takeover Offer is
announced by GVC or its affiliates contemporaneously in accordance with Rule
2.7 of the Code; 
 
(b)        the Acquisition is implemented by way of the Scheme (and no change
in the structure of the Acquisition from the Scheme to the Takeover Offer is
announced), the Scheme Document is not dispatched to Ladbrokes Coral
Shareholders within the permitted period under the Code or such other date as
is agreed in writing between GVC and the Panel; 
 
(c)        the Scheme has not become effective or the Acquisition has lapsed
or been withdrawn (for the avoidance of doubt, this shall not apply where the
Scheme lapses or is withdrawn in connection with GVC exercising its right to
implement the Acquisition by way of a Takeover Offer rather than a Scheme) and
no new, revised or replacement Scheme or Takeover Offer (to which the relevant
undertaking applies) has been announced by GVC or its affiliates in accordance
with Rule 2.7 of the Code, or is announced by GVC or its affiliates
contemporaneously in accordance with Rule 2.7 of the Code; 
 
(d)        the Scheme (or a Takeover Offer announced in implementation of the
Acquisition as the case may be) has not become effective (or become or been
declared unconditional in all respects as the case may be) prior to 30 June
2018 (or such later time or date as Ladbrokes Coral and GVC agree in writing
with the consent of the Panel); 
 
(e)        the Acquisition is implemented by way of a Takeover Offer, the
offer document is not dispatched to Ladbrokes Coral Shareholders within the
permitted period under the Code or such other date as is agreed in writing
between GVC and the Panel; or 
 
(f)         prior to the tenth day after the posting of the Scheme Document or
the offer document (as the case maybe), an offer (whether implemented by way
of a takeover offer or by way of a scheme of arrangement) is announced for the
entire share capital of the Company (other than any shares held by GVC or its
associates) which is not expressed to be subject to a pre-condition provided
that the valuation of the consideration payable pursuant to such offer
represents a value of at least 210.00 p per Ladbrokes Coral Share. 
 
The irrevocable undertaking from Majedie Asset Management will cease to be
binding if: 
 
(a)        the Acquisition is implemented by way of a Takeover Offer, when the
Takeover Offer lapses or is withdrawn without becoming or being declared
unconditional in all respects; 
 
(b)        GVC announces, with the consent of any relevant authority (if
required) and before the Scheme Document or Takeover Offer document is posted,
that it does not intend to proceed with the Acquisition and no new, revised or
replacement Scheme or Takeover Offer is announced by GVC in accordance with
the Code at the same time or within 28 days thereafter; 
 
(c)        the Scheme does not become effective by 30 June 2018 (or such later
date as GVC and Majedie Asset Management agree in writing); or 
 
(d)        if a an offer for the entire issued and to be issued ordinary share
capital of Ladbrokes Coral (other than any shares held by GVC or its
associates (as defined in section 988 of the Act)) and the posting of which is
not expressed to be subject to a pre-condition and which GVC reasonably
determines, after consultation with its financial and legal advisers, values
each ordinary share in the capital of Ladbrokes Coral at a price which equals
or exceeds 224.70 p per ordinary share in the capital of Ladbrokes Coral
available under the terms of the Acquisition, having regard to the total
amount, cash and non-cash elements of the Acquisition and such competing
offer. 
 
Other Ladbrokes Coral Shareholder's Letter of Intent 
 
The following Ladbrokes Coral Shareholder has delivered to GVC a non-binding
and revocable letter of intent to, among other things to vote in favour of the
Scheme at the Court Meeting and in favour of the Ladbrokes Coral Resolutions
to be proposed at the Ladbrokes Coral General Meeting or if the Acquisition is
implemented by way of a Takeover Offer to accept and procure the acceptance of
a Takeover Offer in respect of the following number Ladbrokes Coral Shares 
 
 Name                                    Number of Ladbrokes Coral Shares  Percentage of Ladbrokes Coral Shares in issue at the Last Practicable Date  
 Old Mutual Global Investors UK Limited  55,584,826                        2.90                                                                        
 
 
Aggregate Irrevocable Undertakings and Letter of Intent 
 
In aggregate, therefore, GVC has received irrevocable undertakings and a
letter of intent to vote in favour of the Scheme at the Court Meeting and in
favour of the Ladbrokes Coral Resolutions to be proposed at the Ladbrokes
Coral General Meeting in respect of 241,142,560 Ladbrokes Coral Shares,
representing approximately 12.6 per cent. of the share capital of Ladbrokes
Coral in issue on the Last Practicable Date. 
 
IRREVOCABLE UNDERTAKINGS 
 
PART B - IN RESPECT OF THE GVC RESOLUTIONS 
 
GVC Directors' Irrevocable Undertakings 
 
The following GVC Directors have given irrevocable undertakings to vote (or
procure 

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