REG - Betfair Group PLC Paddy Power plc - Rule 2.7 Announcement <Origin Href="QuoteRef">BETF.L</Origin> <Origin Href="QuoteRef">PLSA.I</Origin> - Part 3

Flutter EntertainmentAnnouncement

08/09/2015 07:02

- Part 3: For the preceding part double click  ID:nRSH3714Yb 

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, 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 Merger or otherwise nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. The Merger will be effected solely by means
of the Scheme Document which, together with the Forms of Proxy, will contain
the full terms and conditions of the Merger including details of how to vote
in respect of the Merger. 
 
Betfair will prepare the Scheme Document to be distributed to Betfair
Shareholders and Paddy Power will prepare the Paddy Power Circular to be
distributed to Paddy Power Shareholders. Paddy Power will also publish the
Paddy Power Betfair Prospectus containing information about the New Paddy
Power Betfair Shares and the Combined Group. Betfair urges Betfair
Shareholders to read the Scheme Document and the Paddy Power Betfair
Prospectus when they become available because they will contain important
information in relation to the Merger, the New Paddy Power Betfair Shares and
the Combined Group. Paddy Power urges Paddy Power Shareholders to read the
Paddy Power Circular and the Paddy Power Betfair Prospectus when they become
available because they will contain important information in relation to the
Merger, the New Paddy Power Betfair Shares and the Combined Group. Any vote in
respect of the Scheme or other response in relation to the Merger should be
made only on the basis of the information contained in the Scheme Document and
the Paddy Power Betfair Prospectus, or the Paddy Power Circular and the Paddy
Power Betfair 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 Code and where applicable,
Irish law and the rules of the Irish Stock Exchange 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. 
 
Please be aware that addresses, electronic addresses and certain other
information provided by Betfair Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Betfair may
be provided to Paddy Power during the Offer Period as required under Section 4
of Appendix 4 of the Code. 
 
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 relating
to the Merger are not being, and must not be, released, published, mailed or
otherwise forwarded, distributed or sent in, into or from any restricted
jurisdiction. Persons receiving such announcements (including, without
limitation, nominees, trustees and custodians) should 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 Merger disclaim any responsibility or
liability for the violations of any such restrictions by any person. 
 
The Merger 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 Paddy Power were to elect to implement the
Merger by means of a Merger Offer, such Merger 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 Merger Offer
would be made in the United States by Paddy Power and no one else. In addition
to any such Merger Offer, Paddy Power, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Betfair outside such Merger Offer during
the period in which such Merger 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 UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website:
www.londonstockexchange.com. 
 
The financial information included in this Announcement has been prepared in
accordance with accounting standards applicable in the UK and Ireland 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. 
 
The New Paddy Power Betfair Shares 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. Accordingly, the New Paddy Power Betfair
Shares may not be offered, sold, resold, delivered, distributed or otherwise
transferred, directly or indirectly, in or into or from the United States
absent registration under the US Securities Act or an exemption therefrom. The
New Paddy Power Betfair Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. Betfair Shareholders (whether or not US persons)
who are or will be affiliates (within the meaning of the US Securities Act) of
Paddy Power or Betfair prior to, or of Paddy Power after, the Effective Date
will be subject to certain US transfer restrictions relating to the New Paddy
Power Betfair Shares received pursuant to the Scheme. For the purposes of
qualifying for the exemption from the registration requirements of the US
Securities Act afforded by Section 3(a)(10), Betfair will advise the Court
that its sanctioning of the Scheme will be relied upon by Paddy Power as an
approval of the Scheme following a hearing on its fairness to Betfair
Shareholders. 
 
The receipt of New Paddy Power Betfair Shares pursuant to the Merger by a US
Betfair 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 Betfair Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of the
Merger. 
 
It may be difficult for US Betfair Shareholders to enforce their rights and
claims arising out of the US federal securities laws, since Paddy Power and
Betfair 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 Betfair 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. 
 
Unless otherwise determined by Paddy Power or required by the Code, and
permitted by applicable law and regulation, the Merger 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 Merger 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. Accordingly, copies
of this Announcement and all documents relating to the Merger are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Merger (including custodians,
nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the laws in that
jurisdiction. 
 
The availability of New Paddy Power Betfair Shares under the Merger to Betfair
Shareholders who are not resident in the United Kingdom 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. 
 
Copies of this Announcement and formal documentation relating to the Merger
will not be and must not be, mailed or otherwise forwarded, distributed or
sent in, into or from any jurisdiction where to do so would violate the laws
of that jurisdiction. 
 
Information relating to Betfair Shareholders 
 
Please be aware that addresses, electronic addresses and certain information
provided by Betfair Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Betfair may be
provided to Paddy Power during the offer period as requested under Section 4
of Appendix 4 of the Code to comply with Rule 2.12(c). 
 
Publication on websites and availability of hard copies 
 
A copy of this Announcement is and will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, for
inspection on Paddy Power's website www. paddypowerplc.com and on Betfair's
website www.corporate.betfair.com by no later than 12 noon (London time) on
the day following this Announcement. For the avoidance of doubt, the contents
of those websites are not incorporated and do not form part of this
Announcement. 
 
Paddy Power Shareholders may request a hard copy of this Announcement by
contacting Ed Traynor, Group General Counsel, Paddy Power, Belfield Office
Park, Beechill Road, Clonskeagh, Dublin 4, tel: +353 (1) 9021544. Betfair
Shareholders may request a hard copy of this Announcement by contacting the
Company Secretary, Betfair Group plc, Waterfront, Hammersmith Embankment,
Chancellors Road, London W6 9HP, tel: +44 (0) 20 8834 8000 . You may also
request that all future documents, announcements and information to be sent to
you in relation to the Merger 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 
 
Conditions and further terms of the Merger 
 
The Merger will be subject to the applicable requirements of the Code, the
Panel, the London Stock Exchange, the Irish Stock Exchange and the FCA. 
 
The Merger will be subject to the terms and conditions set out below and to be
set out in the Scheme Document. 
 
The Scheme will be governed by English law and will be subject to the
exclusive jurisdiction of the English courts. 
 
Each Condition shall be regarded as a separate Condition and shall not be
limited by reference to any other Condition. 
 
Part 1: Conditions of the Merger 
 
(a)        The Merger will be conditional upon the Scheme becoming
unconditional and effective, subject to the Code, by no later than 11.59 p.m.
on the Long Stop Date. 
 
Scheme approval 
 
(b)        The Scheme will be conditional upon: 
 
(i)         (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 Betfair at the Scheme 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 Betfair and Paddy Power may
agree in writing and the Court may allow); 
 
(ii)        (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 Betfair General Meeting (or any adjournment thereof); and
(II) the Betfair General Meeting (or any adjournment thereof) being held on or
before the 22nd day after the expected date of the Betfair General Meeting to
be set out in the Scheme Document in due course (or such later date as Betfair
and Paddy Power may agree in writing and the Court may allow); and 
 
(iii)       (I) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to Betfair and
Paddy Power) 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 Betfair and Paddy Power
may agree in writing and the Court may allow). 
 
In addition, Betfair and Paddy Power have agreed that, subject to the
requirements of the Panel in accordance with the Code, the Merger will also be
conditional upon, and accordingly the necessary actions to make the Scheme
Effective will only be taken on, the satisfaction or, where relevant, waiver
of the following Conditions: 
 
Paddy Power shareholder authorities 
 
(c)        the passing at the Paddy Power General Meeting (or any adjournment
thereof) of such resolution or resolutions as are necessary to approve,
implement and give effect to the Merger and the acquisition of Scheme Shares
pursuant to the Merger or otherwise (as such resolutions may be set out in the
Paddy Power Circular, including a resolution or resolutions to authorise the
creation and allotment of the New Paddy Power Betfair Shares); 
 
Admission of New Paddy Power Betfair Shares 
 
(d)        (i) the FCA having acknowledged to Paddy Power or its agent (and
such acknowledgement not having been withdrawn) that the application for the
admission of the New Paddy Power Betfair Shares to the Official List of the
FCA with a premium listing has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject (UKlisting
conditions)) admission will become effective as soon as a dealing notice has
been issued by the FCA and any UK listing conditions have been satisfied; and
(ii) the London Stock Exchange having acknowledged to Paddy Power or its agent
(and such acknowledgement not having been withdrawn) that the New Paddy Power
Betfair Shares will be admitted to trading on the main market of the London
Stock Exchange; 
 
(ii) the Irish Stock Exchange having acknowledged to Paddy Power or its agent
(and such acknowledgement not having been withdrawn) that the application for
the admission of the New Paddy Power Betfair Shares to the secondary listing
segment of the Official List of the Irish Stock Exchange as an overseas
company has been approved and (after satisfaction of any conditions to which
such approval is expressed to be subject (Irish listing conditions)) admission
will become effective as soon as a dealing notice has been issued by the Irish
Stock Exchange and any Irish listing conditions have been satisfied; and (ii)
the Irish Stock Exchange having acknowledged to Paddy Power or its agent (and
such acknowledgement not having been withdrawn) that the New Paddy Power
Betfair Shares will be admitted to trading on the Main Securities Market of
the Irish Stock Exchange; 
 
Regulatory conditions 
 
(e)        Betfair making an application to the UKGC pursuant to section
102(2)(b) of the UK Gambling Act for a determination that all operating
licenses (as defined in the UK Gambling Act) held by members of the Betfair
Group shall continue to have effect following completion of the Merger and the
UKGC making such a determination in relation to such application pursuant to
section 102(4)(a) of the UK Gambling Act; 
 
Merger control 
 
(f)        any of the followingevents having occurred: 
 
(i)         confirmation having been received in writing from the CMA, in
terms satisfactory to both Betfair and Paddy Power, that the CMA does not
intend to refer the Merger or any matters arising therefrom for a Phase 2 CMA
Reference or to seek undertakings in lieu of a Phase 2 CMA Reference under
section 73 of the Enterprise Act 2002 except on terms satisfactory to both
Betfair and Paddy Power; 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; or 
 
(iii)       following a Phase 2 CMA Reference of the Merger or any matters
arising therefrom, confirmation having been received from the CMA that: 
 
(A)       the Merger may proceed without any undertakings, conditions or
orders, or 
 
(B)       the Merger may proceed subject to the giving of such undertakings
by, or the imposition of such conditions or orders on, any of Betfair, Paddy
Power or the Combined Group as shall be satisfactory to both Betfair and Paddy
Power; 
 
(g)        any of the followingevents having occurred: 
 
(i)         receipt by any of Betfair or Paddy Power of a written notice under
the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA) from the
Australian Commonwealth Treasurer (or his delegate) stating that, or to the
effect that, the Australian Commonwealth Government does not object to the
Merger either without condition or on terms acceptable to both Betfair and
Paddy Power; or 
 
(ii)        expiry of the applicable statutory waiting period under FATA; 
 
(h)        all applicable filings having been made under theHart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and the rules and regulations
made thereunder and the expiration or early termination of any applicable
waiting periods (including any extensions thereof) required pursuant to that
Act, as amended and those rules and regulations; 
 
(i)         any of the following events having occurred: 
 
(i)         the CCPC having informed Paddy Power and Betfair of its
determination pursuant to either section 21(2)(a) or section 22(3)(a) of the
ICA that the Merger may be put into effect; 
 
(ii)        the CCPC having informed Paddy Power and Betfair of its
determination pursuant to section 22(3)(c) of the ICA that the Merger may be
put into effect subject to conditions specified by the CCPC being complied
with and the conditions being acceptable to both Paddy Power and Betfair; 
 
(iii)       the period specified in Section 21(2) of the ICA (as may be
extended under section 21(4) of the ICA) having elapsed without the CCPC
having informed Paddy Power and Betfair of its determination (if any) under
section 21(2) of the ICA;  or 
 
(iv)       where applicable, 120 working days (or 135 working days if section
22(4B) of the ICA applies), and any period of suspension that applies pursuant
to section 22(4A) of the ICA, after the "appropriate date" (as defined by
section 19(6) of the ICA) having elapsed without the CCPC having informed
Paddy Power and Betfair of its determination (if any) under section 22(3) of
the ICA; 
 
Other Third Party clearances 
 
(j)         without prejudice to any of the Conditions set out above, no
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 (each a Third Party) having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference, 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 there not
continuing to be outstanding any statute, regulation, decision or order which
would or might reasonably be expected to: 
 
(i)         make the Merger, its implementation or the acquisition or proposed
acquisition of any shares or other securities in, or control or management of,
any member of the Wider Betfair Group by any member of the Wider Paddy Power
Group void, illegal and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prevent, prohibit, or
materially restrain, restrict, impede, challenge, delay or otherwise interfere
with the implementation of, or impose additional material conditions or
obligations with respect to, the Merger or the acquisition of any shares or
other securities in, or control or management of, any member of the Wider
Betfair Group by any member of the Wider Paddy Power Group; 
 
(ii)        require, prevent or delay the divestiture or alter the terms
envisaged for such divestiture by any member of the Wider Paddy Power Group or
by any member of the Wider Betfair Group of all or any part of their
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 of their assets or properties (or any part thereof) to
an extent which is material in the context of the Wider Betfair Group or the
Wider Paddy Power Group or in the context of the Merger (as the case may be); 
 
(iii)       impose any limitation on, or result in a delay in, the ability of
any member of the Wider Paddy Power Group directly or indirectly to acquire or
hold or to exercise effectively all or any rights of ownership in respect of
shares or other securities in Betfair (or any member of the Wider Betfair
Group) or on the ability of any member of the Wider Betfair Group or any
member of the Wider Paddy Power Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise management control over, any
member of the Wider Betfair Group to an extent which is material in the
context of the Wider Betfair Group or the Wider Paddy Power Group or in the
context of the Merger (as the case may be); 
 
(iv)       other than pursuant to the implementation of the Merger, require
any member of the Wider Paddy Power Group or the Wider Betfair Group to
acquire or offer to acquire any shares, other securities (or the equivalent)
or interest in any member of the Wider Betfair Group or any asset owned by any
third party which is material in the context of the Wider Betfair Group or the
Wider Paddy Power Group or in the context of the Merger (as the case may be); 
 
(v)        require, prevent or materially delay a divestiture by any member of
the Wider Paddy Power Group of any shares or other securities (or the
equivalent) in any member of the Wider Betfair Group; 
 
(vi)       result in any member of the Wider Betfair Group ceasing to be able
to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Betfair
Group or in the context of the Merger; 
 
(vii)      impose any limitation on the ability of any member of the Wider
Paddy Power Group or any member of the Wider Betfair Group to conduct,
integrate or co-ordinate all or any part of their respective businesses with
all or any part of the business of any other member of the Wider Paddy Power
Group and/or the Wider Betfair Group in a manner which is materially adverse
to the Wider Paddy Power Group or the Wider Betfair Group or material in the
context of the Merger; or 
 
(viii)      except as Fairly Disclosed, otherwise affect the business, assets,
value, profits, prospects or operational performance of any member of the
Wider Betfair Group or any member of the Wider Paddy Power Group in each case
in a manner which is materially adverse in the context of the Wider Betfair
Group or the Wider Paddy Power Group or material in the context of the
Merger; 
 
(k)        all applicable waiting and other time periods (including any
extensions thereof) during which any such 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 the Merger or proposed acquisition of any
Betfair Shares by Paddy Power or otherwise intervene having expired, lapsed,
or been terminated; 
 
(l)         no material undertakings or assurances being sought from Paddy
Power, any member of the Wider Paddy Power Group or any member of the Wider
Betfair Group by any Third Party, except on terms reasonably satisfactory to
Paddy Power; 
 
(m)       all material notifications, filings or applications which are deemed
by Paddy Power (acting reasonably) to be necessary or appropriate having been
made in connection with the Merger and all necessary waiting and other time
periods (including any extensions thereof) under any applicable legislation or
regulation of any jurisdiction having expired, lapsed or been terminated (as
appropriate) and all material statutory and regulatory obligations in any
jurisdiction having been complied with and all material Authorisations which
are deemed by Paddy Power (acting reasonably) to be necessary or appropriate
in any jurisdiction for or in respect of the Merger or the proposed
acquisition of any shares or other securities in, or control of, Betfair by
any member of the Wider Paddy Power Group having been obtained in terms and in
a form reasonably satisfactory to Paddy Power from all appropriate Third
Parties or (without prejudice to the generality of the foregoing) from any
person or bodies with whom any member of the Wider Betfair Group or the Wider
Paddy Power Group has entered into contractual arrangements and all such
material Authorisations which are deemed by Paddy Power (acting reasonably) to
be necessary or appropriate to carry on the business of any member of the
Wider Betfair Group in any jurisdiction having been obtained in each case
where the direct consequence of a failure to make such notification or filing
or to wait for the expiry, lapse or termination of any such waiting or other
time period or to comply with such obligation or obtain such material
Authorisation would be unlawful in any relevant jurisdiction or have a
material adverse effect on the Wider Betfair Group, the Wider Paddy Power
Group or the ability of Paddy Power to implement the Merger and all such
material Authorisations remaining in full force and effect at the time at
which the Merger becomes otherwise unconditional in all respects and there
being no notice or intimation of an intention to revoke, suspend, restrict,
modify or not to renew such material Authorisations; 
 
(n)        no temporary restraining order, preliminary or permanent
injunction, preliminary or permanent enjoinment, or other order threatened or
issued and being in effect by a court or other Third Party which has the
effect of making the Merger or any acquisition or proposed acquisition of any
shares or other securities or control or management of, any member of the
Wider Betfair Group by any member of the Wider Paddy Power Group, or the
implementation of either of them, void, voidable, illegal and/or enforceable
under the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing, restraining, restricting, delaying or
otherwise interfering with the consummation or the approval of the Merger or
any matter arising from the proposed acquisition of any shares or other
securities in, or control or management of, any member of the Wider Betfair
Group by any member of the Wider Paddy Power Group; 
 
Confirmation of absence of adverse circumstances 
 
(o)        except as Fairly Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Betfair 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 Merger or
the proposed acquisition by any member of the Wider Paddy Power Group of any
shares or other securities in Betfair or because of a change in the control or
management of any member of the Wider Betfair Group or otherwise, would or
might reasonably be expected to result in, in each case to an extent which is
material in the context of the Wider Betfair Group or in the context of the
Merger: 
 
(i)         any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider Betfair
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 being capable of becoming or being withdrawn
or inhibited; 
 
(ii)        the rights, liabilities, obligations, interests or business of any
member of the Wider Betfair Group or any member of the Wider Paddy Power Group
under any such arrangement, agreement, licence, permit, lease or instrument or
the interests or business of any member of the Wider Betfair Group or any
member of the Wider Paddy Power Group in or with any other firm or company or
body or person (or any agreement or arrangement relating to any such business
or interests) being or likely to become terminated or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken or arising thereunder; 
 
(iii)       any member of the Wider Betfair Group ceasing to be able to carry
on business under any name under which it presently carries on business; 
 
(iv)       any assets or interests of, or any asset the use of which is
enjoyed by, any member of the Wider Betfair Group being or falling to be
disposed of or charged 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 any member of the Wider Betfair Group otherwise than in the
ordinary course of business; 
 
(v)        the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any member of the Wider Betfair Group or any such mortgage, charge
or other security interest (whenever created, arising or having arisen),
becoming enforceable; 
 
(vi)       the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
Betfair Group being materially prejudiced or adversely affected; 
 
(vii)      the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Betfair Group; or 
 
(viii)      any liability of any member of the Wider Betfair Group to make any
severance, termination, bonus or other payment to any of its directors or
other officers; 
 
No material transactions, claims or changes in the conduct of the business of
the Betfair Group 
 
(p)        except as Fairly Disclosed, no member of the Wider Betfair Group
having since 30 April 2015: 
 
(i)         save as between Betfair and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries and save for the issue of Betfair
Shares on the exercise of options or vesting of awards granted before the date
of this Announcement in the ordinary course, 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 or convertible securities or
transferred or sold or agreed to transfer or sell or authorised or proposed
the transfer or sale of Betfair Shares out of Treasury; 
 
(ii)        recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than to Betfair or one of its wholly-owned
subsidiaries; 
 
(iii)       save as between Betfair and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, merged with (by statutory merger or
otherwise) or demerged from or acquired any body corporate, partnership or
business or acquired or disposed of, or, other than in the ordinary course of
business, transferred, mortgaged or charged or created any security interest
over, any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised, proposed or announced any
intention to do so; 
 
(iv)       save as between Betfair and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, authorised, proposed or
announced an intention to propose any change in its loan capital; 
 
(v)        issued, 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 (save in the ordinary course of business and save as between
Betfair and its wholly-owned subsidiaries or between such wholly-owned
subsidiaries) incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context of the
Wider Betfair Group or in the context of the Merger; 
 
(vi)       entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any contract,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) (otherwise than in the ordinary course of business)
which is of a long term, unusual or onerous nature, 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 Betfair Group or in
the context of the Merger, or which is or is reasonably likely to be
restrictive on the business of any member of the Wider Paddy Power Group or
the Wider Betfair Group to an extent which is or is likely to be material to
the Wider Paddy Power Group or the Wider Betfair Group or in the context of
the Merger; 
 
(vii)      entered into any licence or other disposal of intellectual property
rights of any member of the Wider Betfair Group which is outside the normal
course of business; 
 
(viii)      entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary the terms of or
made any offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, commitment, arrangement or any service agreement with
any director or senior executive of the Wider Betfair Group to an extent which
is material in the context of the Merger, save for salary increases, bonuses
or variations of terms in the ordinary course and consistent with past
practice; 
 
(ix)       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 Betfair Group which
are material in the context of the Wider Betfair Group or in the context of
the Merger; 
 
(x)        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 Merger) which is material in the context of the
Wider Betfair Group or in the context of the Merger; 
 
(xi)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect of the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital; 
 
(xii)      waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Betfair Group or in the context of the Merger; 
 
(xiii)      made any material alteration to its articles of association or
other constitutional documents; 
 
(xiv)     taken or proposed any steps, 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 any
administrator, receiver, manager, administrative receiver, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction or
had any such person appointed; 
 
(xv)      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; 
 
(xvi)     entered into any contract, commitment, agreement or arrangement
otherwise than in the ordinary course of business 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; 
 
(xvii)     terminated or varied the terms of any agreement or arrangement
between any member of the Wider Betfair Group and any other person in a manner
which would or might be expected to have a material adverse effect on the
financial position of the Wider Betfair Group; or 
 
(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
Betfair Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Code; 
 
No material adverse change 
 
(q)        since 30 April 2015 and except as Fairly Disclosed: 
 
(i)         there having been no adverse change and no circumstance having
arisen which would be expected to result in any adverse change or
deterioration in the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the Wider
Betfair Group to an extent which is material to the Wider Betfair Group or in
the context of the Merger; 
 
(ii)        no litigation, arbitration proceedings, prosecution or other legal
proceedings including, without limitation, with regard to intellectual
property rights used by the Wider Betfair Group having been threatened,
announced or instituted by or against or remaining outstanding against any
member of the Wider Betfair Group or to which any member of the Wider Betfair
Group is or may become a party (whether as claimant or defendant or otherwise)
and no enquiry, review, investigation or enforcement proceedings by, or
complaint or reference to, any Third Party against or in respect of any member
of the Wider Betfair Group having been threatened, announced or instituted by
or against, or remaining outstanding in respect of, any member of the Wider
Betfair Group which, in any such case, might reasonably be expected to have a
material adverse effect on the Wider Betfair Group or material in the context
of the Merger; 
 
(iii)       no contingent or other liability having arisen, increased or
become apparent which might be likely adversely to affect the business,
assets, financial or trading position, profits, prospects or operational
performance of any member of the Wider Betfair Group to an extent which is
material to the Wider Betfair Group or in the context of the Merger; and 
 
(iv)       no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Betfair Group,
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material and
likely to have an adverse effect on the Wider Betfair Group or be material in
the context of the Merger; 
 
(r)        since 30 April 2015, and except as Fairly Disclosed, Paddy Power
not having discovered: 
 
(i)         that any financial, business or other information concerning the
Wider Betfair Group publicly announced or disclosed to any member of the Wider
Paddy Power Group at any time by or on behalf of any member of the Wider
Betfair Group or to any of their advisers is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make that
information not misleading and which is, in any case, material in the context
of the Wider Betfair Group or in the context of the Merger; 
 
(ii)        that any member of the Wider Betfair Group is subject to any
liability, contingent or otherwise which is material in the context of the
Wider Betfair Group or in the context of the Merger; or 
 
(iii)       any information which affects the import of any information
disclosed to Paddy Power at any time by or on behalf of any member of the
Wider Betfair Group which is material in the context of the Wider Betfair
Group or in the context of the Merger; 
 
Intellectual Property 
 
(s)        no circumstance having arisen or event having occurred in relation
to any intellectual property owned or used by any member of the Wider Betfair
Group which would have a material adverse effect on the Wider Betfair Group or
which is otherwise material in the context of the Merger, including: 
 
(i)         any member of the Wider Betfair Group losing its title to any
intellectual property material to its business, or any intellectual property
owned by the Wider Betfair 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 Betfair 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 Betfair Group being terminated or
varied; 
 
Anti-corruption and sanctions 
 
(t)         except as Fairly Disclosed, Paddy Power not having discovered
that: 
 
(i)         any past or present member, director, officer or employee of the
Wider Betfair Group or any person that performs or has performed services for
or on behalf of any such company 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; 
 
(ii)        any past or present member, director, officer or employee of the
Wider Betfair Group or any person that performs or has performed services for
or on behalf of any such company 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 
 
(u)        except as Fairly Disclosed, Paddy Power not having discovered that
any asset of any member of the Wider Betfair 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 2: Waiver and invocation of the Conditions 
 
Subject to the requirements of the Panel, Paddy Power reserves the right to
waive, in whole or in part, all or any of the Conditions except for Conditions
(b) to (i) (inclusive) which cannot be waived. Conditions (b) to (i)
(inclusive) must be fulfilled by, and Conditions (a) and (j) to (u)
(inclusive) must be fulfilled or waived by, no later than 11.59 p.m. on the
date immediately preceding the date of the Court Hearing, failing which the
Scheme will lapse. 
 
The Merger will lapse if the Scheme does not become Effective by 11.59 p.m. on
the Long Stop Date or such later date (if any) as Betfair and Paddy Power may
agree and (if required) the Panel and the Court may allow. 
 
If Paddy Power is required by the Panel to make an offer for Betfair Shares
under the provisions of Rule 9 of the Code, Paddy Power may make such
alterations to the Conditions and further terms of the Merger as are necessary
to comply with the provisions of that Rule. 
 
Part 3: Implementation by way of a Merger Offer 
 
Subject to the terms of the Co-operation Agreement, Paddy Power may implement
the Merger by making, directly or indirectly through a subsidiary or nominee
of Paddy Power, a Merger Offer as an alternative to the Scheme. In such event,
the Merger will be implemented on substantially the same terms, subject to
appropriate amendments, as those which would apply to the Scheme. 
 
In the event that the Merger is implemented by way of a Merger Offer, the
Betfair Shares acquired shall be acquired with full title guarantee, fully
paid and free from all liens, equities, charges, encumbrances, options, rights
of pre-emption and any other third party rights and interests of any nature
and together with all rights now or hereafter attaching or accruing to them. 
 
Part 4: Certain further terms of the Merger 
 
The Scheme and the Merger will lapse if there is a Phase 2 CMA Reference
before the later of the Court Meeting and the Betfair General Meeting. In such
event, Betfair will not be bound by the terms of the Scheme. 
 
In so far as a distribution is declared, made, paid or payable by Betfair or
Paddy Power in respect of the Betfair Shares or Paddy Power Shares (as
applicable) on or after the date of this Announcement save as set out in
paragraphs 2 and 9 of this Announcement, the Exchange Ratio will be adjusted
accordingly by reference to the aggregate amount of the distribution that has
been declared, made, paid or is payable. To the extent that a distribution
that has been declared, made, paid or is payable is or will be transferred or
cancelled pursuant to the Merger on a basis which entitles Paddy Power
Shareholders alone to receive the distribution and to retain it, the Exchange
Ratio will not be subject to change in accordance with this paragraph. 
 
The Betfair Shares will be acquired pursuant to the Merger fully paid and free
from all liens, charges, equities, encumbrances, rights of pre-emption and any
other interests of any nature whatsoever and together with all rights now or
hereafter attaching thereto, including without limitation voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after the date of this Announcement,
save for any dividends payable on the terms set out in paragraph 9 of this
Announcement. 
 
The New Paddy Power Betfair Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing Paddy Power Shares,
including the right to receive and retain in full all dividends and other
distributions (if any) made, paid or declared after Completion. For the
avoidance of doubt, the New Paddy Power Betfair Shares will not carry
entitlement to the special dividend referred to in paragraph 2 or any interim
dividend referred to in paragraph 9 of this Announcement. 
 
Fractions of New Paddy Power Betfair Shares will not be allotted or issued to
Scheme Shareholders and entitlements will be rounded down to the nearest whole
number of Paddy Power Shares and all fractions of New Paddy Power Betfair
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 Paddy Power 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 Combined Group. 
 
The availability of the Merger to Scheme Shareholders who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom and any Scheme Shareholders who are not resident in
the United Kingdom will need to inform themselves about, and observe, any
applicable requirements. 
 
Applications will be made to the UKLA, the London Stock Exchange and the Irish
Stock Exchange for the New Paddy Power Betfair Shares to be admitted to: (i)
listing on the premium listing segment of the Official List of the FCA and to
the secondary listing segment of the Official List of the Irish Stock Exchange
as an overseas company; and (ii) trading on the London Stock Exchange's main
market for listed securities and the Irish Stock Exchange's Main Securities
Market. 
 
The New Paddy Power Betfair Shares to be issued pursuant to the Merger have
not been, and will not be, listed on any stock exchange other than the London
Stock Exchange and the Irish Stock Exchange and have not been, and will not
be, registered under the US Securities Act or under any laws of any state,
district or other jurisdiction, of the United States, nor have clearances
been, nor will they be, obtained from the securities commission or similar
authority of any province or territory of Canada and no prospectus has been,
or will be, filed, or registration made, under any securities law of any
province or territory of Canada, nor has a prospectus in relation to the New
Paddy Power Betfair Shares been, nor will one be, lodged with, or registered
by, the Australian Securities and Investments Commission, nor have any steps
been taken, nor will any steps be taken, to enable the New Paddy Power Betfair
Shares to be offered in compliance with applicable securities laws of Japan
and no regulatory clearances in respect of the New Paddy Power Betfair Shares
have been, or will be, applied for in any other jurisdiction. Accordingly,
unless an exemption under relevant securities laws is available, the New Paddy
Power Betfair Shares are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly, in, into or from the United
States or any other Restricted Jurisdiction or to, or for the account or
benefit of, any US Person or resident of any other Restricted Jurisdiction.
The Merger does not constitute an offer of New Paddy Power Betfair Shares in
the United States. Neither the SEC nor any US state securities commission has
approved or disapproved of the New Paddy Power Betfair Shares, or determined
if this Announcement is accurate or complete. Any representation to the
contrary is a criminal offence. 
 
APPENDIX II 
 
BASES AND SOURCES OF INFORMATION 
 
In this Announcement, unless otherwise stated, or the context otherwise
requires, the following bases and sources have been used: 
 
1.         Unless otherwise stated, the financial information relating to
Paddy Power is extracted (without adjustment) from the audited consolidated
financial statements for Paddy Power for the financial year ended 31 December
2014 or from the interim results statement of Paddy Power for the six months
ended 30 June 2015. 
 
2.         Unless otherwise stated, the financial information relating to
Betfair is extracted (without adjustment) from the audited consolidated
financial statements for Betfair for the financial year ended 30 April 2015 or
from the quarterly results statement of Betfair for the three months ended 31
July 2015. 
 
3.         As at the close of business on 7 September 2015 (being the last
practicable date before the date of this Announcement), Paddy Power had in
issue 44,048,942 Paddy Power Shares. The fully-diluted share capital of Paddy
Power (being 44,582,510 Paddy Power Shares) is calculated on the basis of
44,048,942 Paddy Power Shares in issue on 7 September 2015, and in addition up
to 533,568 further Paddy Power 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 Paddy Power Share
Schemes. 
 
4.         As at the close of business on 7 September 2015 (being the last
practicable date before the date of this Announcement), Betfair had in issue
92,896,239 Betfair Shares. The fully-diluted share capital of Betfair (being
96,741,640 Betfair Shares) is calculated on the basis of 92,896,239 Betfair
Shares in issue on 7 September 2015, and in addition up to 3,845,401 further
Betfair 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 Betfair Share Schemes. 
 
5.         Unless otherwise stated, all prices and closing prices for Paddy
Power Shares and Betfair 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 0.737 and has been derived from Bloomberg and is based on
the exchange rate on 3 September 2015. 
 
7.         The International Securities Identification Number for Paddy Power
Shares is IE00BWT6H894. The International Securities Identification Number for
Betfair Shares is GB00BSPL1J93. 
 
APPENDIX III 
 
Details of Directors' Irrevocable Undertakings 
 
Part A: Irrevocable undertakings in respect of Betfair Shares 
 
Paddy Power has received irrevocable undertakings from the following Betfair
Directors in respect of their own beneficial holdings of Betfair Shares,
representing approximately 0.276 per cent. of the existing issued ordinary
share capital of Betfair to, amongst other things, vote (or procure the vote)
in favour of all resolutions to approve or give effect to the Scheme and any
related matters proposed at the Betfair General Meeting in respect of the
following Betfair Shares: 
 
 Zillah Byng-Maddick  2,187    0.002%  -          
 Mark Brooker         -        -       272,831    
 Gerald Corbett       17,500   0.019%  -          
 Breon Corcoran       226,041  0.243%  1,075,785  
 Ian Dyson            7,437    0.008%  -          
 Alex Gersh           -        -       353,279    
 Peter Jackson        2,187    0.002%  -          
 Leo Quinn            869      0.001%  -          
 Peter Rigby          -        -       -          
 TOTAL                256,221  0.276%  1,701,895  
 
 
TOTAL 
 
256,221 
 
0.276% 
 
1,701,895 
 
The irrevocable undertakings will lapse if: 
 
(a)        the Scheme lapses or is withdrawn in accordance with its terms and
Paddy Power publicly confirms that it does not intend to proceed with the
Merger or to implement the Merger by way of a Merger Offer or otherwise or if
Paddy Power exercises its right to implement the Merger by way of a Merger
Offer, the Merger Offer lapses or is withdrawn in accordance with its terms
and Paddy Power subsequently confirms that it does not intend to proceed with
the Merger; 
 
(b)        the Scheme has not become effective (or, if applicable, the Offer
has not become or been declared unconditional in all respects) by 30 June 2016
(or such later date as agreed between Paddy Power and Betfair with the
approval of the Court and/or the Panel, if required); or 
 
(c)        Paddy Power announces, with the consent of the Panel, that it does
not intend to make or proceed with the Merger and no new, revised or
replacement Scheme or Merger Offer on substantially the same or better terms
is announced in accordance with Rule 2.7 of the Code at the same time. 
 
Under the terms of the irrevocable undertakings the Betfair Directors may
dispose of, transfer or otherwise deal in Betfair Shares where the purpose of
such disposal, transfer or dealing is to meet any liability in respect of
income tax or national insurance 

- More to follow, for following part double click  ID:nRSH3714Yd