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 6
22/12/2017 07:16
- Part 6: For the preceding part double click ID:nRSV1831Ae
commenced on 7 December 2017;
"Offer Price" the consideration payable for each Ladbrokes Coral Share under the Acquisition, being 0.141 New GVC Shares, 32.7 pence in cash and a contingent entitlement of up to a further 42.8 pence plus an upward adjustment for the time value of money in principal
value of Loan Note by way of a CVR linked to the outcome of the Triennial Review
"Official List" the Official List maintained by the FCA
"Overseas Shareholders" Ladbrokes Coral Shareholders (or nominees of, or custodians or trustees for, Ladbrokes Coral Shareholders) not resident in, or nationals or citizens of the United Kingdom
"Parliament" the Parliament of the United Kingdom, and House of Lords and House of Commons mean the upper and lower chambers of such Parliament respectively
"Panel" the Panel on Takeovers and Mergers
"Permitted Dividend" GVC Permitted Dividend and Ladbrokes Coral Permitted Dividend
"Phase 2 CMA Reference" a reference of the Acquisition or any matters arising therefrom to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
"Proposals" the Acquisition and the GVC Resolutions
"Quantified Financial Benefits Statement" as defined in Part A of Appendix IV to this Announcement
"Redemption Date" has the meaning given in paragraph 4 of this Announcement
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulatory Information Service" any of the services set out in Appendix III to the Listing Rules
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Ladbrokes Coral Shareholders in that jurisdiction (in
accordance with the Notes on Rule 30.4 of the Takeover Code);
"Restricted Overseas Shareholders" in respect of any New GVC Shares or CVRs, an Overseas Shareholder other than a US Shareholder and, in respect of any Loan Notes, any Overseas Shareholder, in each case who has not, by or prior to the Scheme Record Time been able to satisfy Ladbrokes Coral
and GVC in their absolute discretion, that the receipt of New GVC Shares, CVRs or Loan Notes pursuant to the Acquisition is exempt from or not subject to the registration or other legal or regulatory requirements or restrictions of the relevant
jurisdiction
"Review Commencement Date" has the meaning given in paragraph 4 of this Announcement
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between Ladbrokes Coral and the Scheme Shareholders, with or subject to any modification thereof or addition thereto or condition approved or imposed by the Court and agreed by Ladbrokes
Coral with the approval of GVC
"Scheme Document" the document to be sent to Ladbrokes Coral Shareholders, persons with information rights and to holders of options and awards granted under the Ladbrokes Coral Share Schemes, containing, amongst other things, the Scheme and the notices convening the Court
Meeting and the Ladbrokes Coral General Meeting
"Scheme Record Time" the time and date specified in the Scheme Document as the record time for the Scheme or such later time and/or date as GVC and Ladbrokes Coral may agree
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" (a) the Ladbrokes Coral Shares in issue at the date of the Scheme Document;(b) any Ladbrokes Coral Shares issued after the date of the Scheme Document and on or before the Voting Record Time;(c) any Ladbrokes Coral Shares issued after the
Voting Record Time and on or before the Scheme Record Time on the terms that the holder or any subsequent holder thereof shall be bound by the Scheme or in respect of which the original or any subsequent holders thereof shall have agreed in writing to be,
bound by the Scheme; and(d) any Ladbrokes Coral Shares issued pursuant to the Ladbrokes Coral Share Schemes at any time up to the Court Hearing to sanction the Scheme,but excluding (1) in the case of references in this Announcement to "Scheme Shares"
or "Scheme Shareholders" in relation to voting at the Court Meeting any Excluded Shares in issue at the Voting Record Time and any Scheme Shares referred to in (c) above and (2) in the case of other references in this Announcement to "Scheme Shares" or
"Scheme Shareholder" any Excluded Shares in issue at the Scheme Record Time
"SEC" the US Securities and Exchange Commission
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking
"Spin Speeds Measures" has the meaning given in paragraph 4 of this Announcement
"Takeover Offer" should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the recommended offer to be made by or on behalf of GVC to acquire the entire issued and to be issued share capital of Ladbrokes Coral
and, where the context admits, any subsequent revision, variation, extension or renewal thereof
"Third Party" each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee
representative body or any other body or person whatsoever in any jurisdiction
"Triennial Measures" has the meaning given in paragraph 4 of this Announcement
"Triennial Review" the UK Government's Review of Gaming Machines and Social Responsibility Measures, as initiated by a Call for Evidence published by the DCMS on 24 October 2016, and including the consultation being undertaken by the DCMS in accordance with the terms set out
in the Consultation Paper published by the DCMS on 31 October 2017
"UBS" UBS Limited
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UKGC" the UK Gambling Commission or any successor thereto
"UKLA" or "UK Listing Authority" the FCA acting for the purposes of Part VI of the FSMA
"UK Government" Her Majesty's Government of the United Kingdom from time to time and/or (i) any ministerial or non-ministerial department of it, including but not limited to the DCMS, and/or (ii) any executive agency of any such department
"US" or "United States" the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia
"US Exchange Act" the US Securities Exchange Act of 1934
"US Securities Act" the US Securities Act of 1933
"US Shareholder" a Ladbrokes Coral Shareholder resident or located in the United States
"Voting Record Time" the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.30 p.m. (London time) on the day which is two days before the Court Meeting or, if the Court Meeting is
adjourned, 6.30 p.m. (London time) on the day which is two days before the date of such adjourned Court Meeting
"Wider GVC Group" GVC and its associated undertakings and any other body corporate, partnership, joint venture or person in which GVC and all such undertakings (aggregating their interests) have a Significant Interest
"Wider Ladbrokes Coral Group" Ladbrokes Coral and its associated undertakings and any other body corporate, partnership, joint venture or person in which Ladbrokes Coral and all such undertakings (aggregating their interests) have a Significant Interest
Ladbrokes Coral and its associated undertakings and any other body corporate,
partnership, joint venture or person in which Ladbrokes Coral and all such
undertakings (aggregating their interests) have a Significant Interest
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
by the Companies Act (but for these purposes ignoring paragraph 20(1)(b) of
Schedule 4A to the Companies Act).
All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom. All references to time in this
Announcement are to London time unless otherwise stated.
This information is provided by RNS
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