TIDMBET
RNS Number : 6328N
Betfair Group PLC
01 February 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
For immediate release
1 February 2016
RECOMMENDED ALL SHARE MERGER BY WAY OF AN ACQUISITION
BY PADDY POWER PLC OF BETFAIR GROUP PLC
Court sanction of scheme of arrangement
On 8 September 2015, the boards of Betfair Group plc ("Betfair")
and Paddy Power plc ("Paddy Power") announced that they had reached
an agreement regarding the terms of a recommended all share merger
to be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme") through
which the entire issued and to be issued ordinary share capital of
Betfair will be acquired by Paddy Power (the "Merger").
Betfair is pleased to announce that the High Court of Justice of
England and Wales has today made an order sanctioning the Scheme
under section 899 of the Companies Act 2006.
The Scheme Record Time, by reference to which the Betfair
Shareholders will receive 0.4254 New Paddy Power Betfair Shares per
Betfair Share, is 6.00 p.m. on Monday, 1 February 2016. It is
therefore intended that trading in the Betfair Shares on the London
Stock Exchange's market for listed securities and the listing of
the Betfair Shares on the Official List will be cancelled with
effect from 8:00 a.m. tomorrow.
New Paddy Power Betfair Shares being issued to Betfair
Shareholders pursuant to the Scheme will be admitted to listing and
trading on the London Stock Exchange and Irish Stock Exchange at
8.00 a.m. on Tuesday, 2 February 2016.
Terms and expressions used in this announcement but not
otherwise defined have the meaning given to them in the Scheme
Document.
Enquiries:
Betfair Group plc +44 (0) 208 834
Paul Rushton, Investor Relations 6139
Goldman Sachs International
Anthony Gutman
Nick Harper
Stephen Little +44 (0) 207 774
Richard Cormack (Corporate Broking) 1000
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or any vote for approval in
any jurisdiction pursuant to the Merger or otherwise. The Merger is
being implemented by the Scheme which is set out in the Scheme
Document along with the full terms and conditions of the Merger.
Any decision in respect of, or other response to, the Merger should
be made only on the basis of the information contained in the
Scheme Document and the Prospectus.
This announcement has been prepared for the purposes of
complying with English law and the City Code on Takeovers and
Mergers (the "Code") and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Betfair and no one else
in connection with the Merger and the other matters referred to in
this announcement, and will not be responsible to anyone other than
Betfair for providing the protections afforded to clients of
Goldman Sachs International or for providing advice in relation to
the Merger or in connection with the other matters referred to in
this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror,
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.
Publication on website
A copy of this announcement will be made available at
http://corporate.betfair.com no later than 12:00 noon (London time)
on the business day following the date of this announcement in
accordance with Rule 30.4 of the Code. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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