23 Mar 2018 16:03
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
LADBROKES GROUP FINANCE PLC
RESULTS OF CONSENT SOLICITATION IN RESPECT OF ITS £100,000,000 5.125 PER CENT. BONDS DUE 2022 (ISIN: XS1066478014) GUARANTEED BY LADBROKES CORAL GROUP PLC
23 March 2018
On 13 February 2018, Ladbrokes Group Finance plc (the "Issuer") announced that it was soliciting consents from holders of its (i) £100,000,000 5.125 per cent. Bonds due 2022 (ISIN: XS1066478014) guaranteed by Ladbrokes Coral Group plc (the "Guarantor") (the "2022 Notes") and (ii) the £400,000,000 5.125 per cent. Notes due 2023 (ISIN: XS1514268165) guaranteed by the Guarantor (the "2023 Notes" and together with the 2022 Notes, the "Notes") to:
(a) authorise certain waivers in respect of the respective terms and conditions of the Notes (the "Conditions");
(b) direct an amendment of certain provisions of (i) the trust deed dated 16 June 2014 between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee") that constitutes the 2022 Notes, (ii) the trust deed dated 8 November 2016 between the Issuer, the Guarantor and the Trustee that constitutes the 2023 Notes, (iii) the agency agreement dated 16 June 2014 between the Issuer, the Guarantor, Deutsche Bank AG, London Branch (the "Principal Paying Agent") and the other agents named therein and (iv) the agency agreement dated 8 November 2016 between the Issuer, the Guarantor and the Principal Paying Agent, in each case to authorise the substitution of GVC Holdings PLC ("GVC") in the place of the Guarantor and the designation of Ladbrokes Coral Group plc as an Additional Guarantor under the Notes; and
(c) direct the Trustee to enter into an intercreditor agreement among creditors of GVC on behalf of the Noteholders,
in each case as described in more detail in a consent solicitation memorandum made available to Noteholders on 13 February 2018 (the "Consent Solicitation Memorandum").
On 9 March 2018, the Issuer notified Noteholders that (i) at the meeting of the holders of the 2023 Notes (the "2023 Noteholders") held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 9 March 2018, the extraordinary resolution in respect of the 2023 Notes (the "2023 Extraordinary Resolution") set out in the notice convening such meeting was duly passed and (ii) the meeting of the holders of the 2022 Notes (the "2022 Noteholders") held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 9 March 2018 was adjourned for lack of quorum. The Issuer separately announced in a notice to the 2022 Noteholders dated 9 March 2018 that the meeting in respect of the 2022 Notes would be adjourned to 23 March 2018.
Further to the Issuer's announcement of 9 March 2018, notice is hereby given to the 2022 Noteholders that at the meeting of the 2022 Noteholders held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 23 March 2018, the extraordinary resolution in respect of the 2022 Notes (the "2022 Extraordinary Resolution") set out in the notice convening such meeting was duly passed.
The implementation of the 2022 Extraordinary Resolution is subject to the satisfaction of the Conditions Precedent, which include the completion of the Acquisition and the execution of the 2022 Supplemental Trust Deed and the 2022 Supplemental Agency Agreement, as described in the Consent Solicitation Memorandum. Following the completion of the Acquisition, the Issuer will separately announce the Implementation Date and the proposed date for payment of the Consent Fee. 2022 Noteholders who validly submitted Electronic Voting Instructions in favour of the 2022 Extraordinary Resolution on or prior to the 2022 Consent Fee Deadline will be eligible to receive the Consent Fee.
Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Consent Solicitation Memorandum.
FURTHER INFORMATION
If you are a professional investor:
Questions and requests for assistance in relation to the Consent Solicitation may be directed to Barclays Bank PLC (the "Solicitation Agent"), at 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom to the attention of Liability Management Group or by telephone on +44 20 3134 8515 or by email to eu.lm@barclays.com.
If you are a retail investor:
Questions and requests for assistance from retail investors may be directed to Bondinvest Capital Ltd ("Bondcap" and, the "Retail Bond Solicitation Consultant") at 2nd Floor, Afon Building, Worthing Road, Horsham RH12 1TL to the attention of the Retail Bond Solicitation Consultant or by telephone to +44 (0) 1403 788456 or by email to m.dyson@bondcap.co.uk and m.smith@bondcap.co.uk.
MARKET ABUSE REGULATION
The information contained in this announcement is inside information as stipulated under the Market Abuse Regulation (EU) No. 596 /2014. Upon publication of this announcement, this inside information is now considered to be in the public domain.
DISCLAIMER
No person is authorised in connection with the Consent Solicitation to give any information or to make any representation not contained in the Consent Solicitation Memorandum, and any such information or representation must not be relied on as having been authorised by or on behalf of the Issuer, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Trustee, the Tabulation and Information Agent or the Principal Paying Agent or any of their respective affiliates. None of the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or the Principal Paying Agent or their respective affiliates has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility nor liability is accepted by the Solicitation Agent, the Retail Bond Solicitation Consultant, the Trustee, the Tabulation and Information Agent or the Principal Paying Agent or any of their respective affiliates as to the accuracy or completeness of the information contained in the Consent Solicitation Memorandum or any other information provided by it in connection with the Consent Solicitation.
None of the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or any of their respective directors, employees and affiliates assume any responsibility for the accuracy or completeness of the information concerning the Consent Solicitation, the Extraordinary Resolutions, the Issuer, the Guarantor, GVC or any of its affiliates or the Notes in the Consent Solicitation Memorandum or any of the documents incorporated therein or for any failure by any of them to disclose events that may have occurred and may affect the significance or accuracy of such information and the terms of any amendment to the Consent Solicitation.
None of the Issuer, the Guarantor, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or any director, officer, employee, agent or affiliate of any such persons are acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Consent Solicitation or the Extraordinary Resolutions, and accordingly none of the Issuer, the Guarantor, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent, the Trustee or any director, officer, employee, agent or affiliate of any such persons, make any recommendation whether Noteholders should participate in the Consent Solicitation or otherwise participate at any Meeting and none of the Solicitation Agent, the Retail Bond Solicitation Consultant, the Tabulation and Information Agent or any director, officer, employee, agent or affiliate of any such persons, make any representation whatsoever regarding the Consent Solicitation.
The distribution of the Consent Solicitation Memorandum and this announcement in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum or this announcement comes must inform themselves about and observe any such restrictions.
United Kingdom
The Consent Solicitation may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Accordingly, the Consent Solicitation Memorandum is only for circulation to persons inside the United Kingdom who fall within one of the following categories:
(a) a person who is a holder of any Notes; or
(b) any other person also falling within Article 43(2) or within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or falling within the definition of "investment professionals" (as defined in Article 19(5) of the Order).
General
Each Noteholder participating in the Consent Solicitation will also be deemed to give certain other representations as set out in the Consent Solicitation Memorandum. Any Electronic Voting Instruction from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, the Guarantor, the Solicitation Agent, the Retail Bond Solicitation Consultant, the Trustee, the Principal Paying Agent and the Tabulation and Information Agent reserves the right, in each of its absolute discretion, to investigate whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and, as a result, the Issuer determines (for any reason) that such representation is not correct, such Electronic Voting Instruction may not be accepted.
Ladbrokes Group Finance plc LEI
213800QOWHF5R9VLL274