GVC.L Regulatory News (GVC)

17 May 2018

GVC Holdings PLC

("GVC", the "Group")

Triennial Review

GVC Holdings PLC (LSE: GVC), the multinational sports betting and gaming group, notes the announcement made today by the UK Government regarding the Triennial Review.

The Government has today published its final decision on the Triennial Review, concluding that stakes on B2 content should be cut to a maximum of £2 per spin. Whilst we welcome the certainty provided by the announcement, we are disappointed with the outcome, particularly given the previous independent evidence on stake cuts published by both the Gambling Commission and the Responsible Gambling Strategy Board.

It is now important that the industry is given an adequate implementation period to help prepare and plan for the shop closures that will arise, including attempting to mitigate the impact of resultant job losses. Significant re-engineering of the machines and gaming software will also be required to effect these changes.

Today's Government announcement marks the end of uncertainty on FOBT staking limits. As a responsible business, we re-iterate our commitment to work closely with the Government and our regulators to ensure that both our retail and online offerings are places where customers can enjoy gambling in a safe and secure environment. In order to achieve a positive and constructive working relationship, GVC confirms that it does not intend to seek a Judicial Review of the Triennial Review decision.

Expected financial impact

The focus in the UK Retail operation over the last two years has been to create a business that is well placed to face these structural and regulatory headwinds. As such we expect to be able to reposition the business within two years following implementation, with an anticipated fully mitigated impact of c£120m on Group EBITDA secured by the end of this period. In the first full year the impact on Group EBITDA is anticipated to be in the region of £160m. Therefore, we expect to retain a profitable and highly cash generative UK Retail estate. Furthermore, our proven leading multi-channel expertise presents additional opportunities to drive online growth.

The offer for Ladbrokes Coral Group ("Ladbrokes Coral") envisaged the possibility of a £2 maximum stake Triennial Review (see below) and today's announcement has no impact on the minimum targeted synergies of at least £100m per annum.

Contingent Value Right

As part of the consideration paid for the acquisition of Ladbrokes Coral, GVC issued to each Ladbrokes Coral shareholder a Contingent Value Right ("CVR") for each Ladbrokes Coral share that they held. The CVRs were constituted under a deed poll made by the Company ("CVR Instrument"), a copy of which can be found at www.gvc-plc.com.The value of each CVR, and therefore the value of any payment ultimately due from GVC to CVR holders, is directly linked to the outcome of the Triennial Review and certain laws enacted pursuant to it. Whilst there is a formal process and methodology for determining the value of the CVRs, which GVC will adhere to, the CVR Instrument envisages that if legislation is enacted prior to 28 March 2019 reducing maximum stakes to £2, as announced by the Government today, this will result in each CVR having zero value. In such circumstances no payment would be required to be made by GVC to CVR holders and the CVRs would be automatically cancelled.

Trading update and pro forma financial information

The Group intends to provide a current trading update, along with enlarged Group pro forma financial information on 25 May 2018. An analyst call will be held at 9.00 AM on the same day. Participants may join the call by dialing one of the following numbers, approximately 10 minutes before the start of the call:

UK Toll-free Dial In: 0808 237 0040

International Dial In Numbers: http://events.arkadin.com/ev/docs/FEL_Events_International_Access_List.pdf

Participant PIN Code: 92468403#

Kenneth Alexander (CEO) said:

"Although we are ultimately disappointed with the outcome of the Triennial Review, it is a decision we accept. The uncertainty has weighed heavy on the industry and the many thousands of people who work within it. Our focus now is to work with Government to build a constructive relationship that will ensure a positive future for the sector and the many millions of customers who enjoy our products responsibly. The offer for Ladbrokes Coral Group was structured to address the potential of a £2 max stake outcome and as such the strategic rationale for the acquisition remains unchanged. Through a combination of trusted brands, scale, technology and diversification, I'm confident that GVC can continue to deliver shareholder value."

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

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LEI: 213800GNI3K45LQR8L28

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About GVC

GVC Holdings PLC is one of the world's largest sports betting and gaming groups, operating both online and in the retail sector. The Group owns a comprehensive portfolio of established brands; Sports Brands include bwin, Coral, Crystalbet, Eurobet, Ladbrokes and Sportingbet; Gaming Brands include CasinoClub, Foxy Bingo, Gala, Gioco Digitale, partypoker and PartyCasino. The Group owns proprietary technology across all of its core product verticals and in addition to its B2C operations provides services to a number of third-party customers on a B2B basis. GVC acquired Ladbrokes Coral Group plc on 28 March 2018 and is now the UK's largest high street bookmaker, with over 3,500 betting shops. The Group, incorporated in the Isle of Man, is a constituent of the FTSE 250 index and has licences in more than 20 countries, across five continents.

For more information see the Group's website: www.gvc-plc.com