From London Stock Exchange4 Dec 2012 18:44
Further to previous announcements, the Boards of Sportingbet, William Hill and GVC have today reached a conditional agreement regarding a revised proposal (the "Revised Proposal") on the basis set out below to acquire the entire issued and to be issued share capital of Sportingbet. This Revised Proposal has been agreed following detailed due diligence conducted by William Hill and GVC on Sportingbet.
The Revised Proposal values each Sportingbet share at 56.1 pence, including the previously announced proposed final dividend of 1.1 pence per share, based on a closing middle-market GVC share price of 233.5 pence on 15 October 2012 (being the last business day prior to the suspension of the GVC shares). The Revised Proposal comprises 44.8 pence in cash, 1.1 pence dividend in cash and 0.0435 new GVC shares per Sportingbet share. The Revised Proposal implies a fully diluted equity valuation (including the Sportingbet Convertible Bonds due 2016 and existing in the money options and LTIP in accordance with Rule 15 of the Code) for Sportingbet of approximately £485 million.
The Revised Proposal contemplates a 'mix and match' facility under which Sportingbet shareholders would have the opportunity to apply to receive proportionately more cash or more GVC shares. Certain Sportingbet shareholders (DBS Advisors, Ltd., Mark Blandford, Rockridge Investments SA and various Blandford family trusts, and Henderson Global Investors Ltd.), in aggregate holding 74,664,168 Sportingbet shares representing approximately 11.2% of the Sportingbet shareholder register, have confirmed to the Board of Sportingbet that they are supportive of the Revised Proposal and indicated that their current intention would be to elect to receive the maximum amount of new GVC shares available under the mix and match facility. If such elections were made in the event of a formal announcement, the cash amount per share of the Revised Proposal available to the rest of the Sportingbet ordinary shareholders who elect to receive the maximum amount of their consideration in cash (and minimum in new GVC shares) would be approximately 50.4 pence, equating to approximately 91.7% of their total consideration. However, there can be no guarantee that if a firm offer is made by William Hill and GVC, those Sportingbet shareholders will make such elections to receive only new shares in GVC and no cash consideration.
Subject to reaching agreement upon the offer's detailed terms and conditions and the level of cash consideration available to those Sportingbet shareholders who may wish to receive their consideration in cash, the Board of Sportingbet has confirmed to William Hill and GVC that if such an offer on the terms of the Revised Proposal were to be made, the Board of Sportingbet would expect unanimously to recommend it to Sportingbet shareholders and has therefore agreed to continue to work with William Hill and GVC to facilitate the making of a formal announceme
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