TIDMBET
RNS Number : 5578Z
Betfair Group PLC
12 December 2014
12 December 2014
FOR IMMEDIATE RELEASE
TERMS OF PROPOSED RETURN OF CASH TO SHAREHOLDERS AND POSTING OF
CIRCULAR
Betfair Group plc ("Betfair") announced on 4 December 2014 the
return to shareholders of approximately GBP200 million.
Summary
-- The return amounts to GBP1.89 per existing ordinary share and
will be implemented by way of a B share scheme - giving
shareholders the ability to elect for income and/or capital
-- A share consolidation of 7 new ordinary shares for every 8
existing ordinary shares will allow comparability of the share
price before and after the return
-- Circular to be posted today to shareholders
-- Shareholder approval will be sought at a General Meeting to
be held at 11.00 a.m. on 9 January 2015
Posting of Circular
A shareholder circular (the "Circular") containing the full
terms and conditions of the return of cash, further details of the
proposed clarification to Breon Corcoran's joining share award
announced on 4 December 2014, a notice convening the General
Meeting and instructions to Shareholders on how to make an election
for the form in which they wish to receive their proceeds, together
with an election form and a proxy form, are expected to be posted
to shareholders later today. The Circular will also be available at
the Company's website at www.corporate.betfair.com. A copy of the
Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at:
http://www.hemscott.com/nsm.do.
Terms used in this announcement but which are otherwise
undefined shall have the same meanings as set out in the
Circular.
This summary should be read in conjunction with the full text of
the announcement, including the cautionary statements therein, and
the Circular.
Enquiries:
Betfair Group plc
Paul Rushton, Investor Relations
Tel: +44 20 8834 6139
Jefferies International Limited
Neil Collingridge
Max Jones
Tel: +44 (0)20 7029 8000
Computershare Shareholder Helpline
Tel: 0870 707 4010 (or +44 (0)870 707 4010 if calling from
outside the United Kingdom)
The Shareholder helpline is available between 8.30 a.m. and 5.30
p.m. on any Business Day. Calls to 0870 707 4010 are charged at 10
pence per minute plus network extras. Calls to +44 (0)870 707 4010
from outside the United Kingdom are charged at applicable
international rates. Please note that calls may be monitored or
recorded and that Computershare will not provide advice on the
merits of the Return of Cash nor give any financial or tax
advice.
PROPOSED RETURN OF CASH TO SHAREHOLDERS
Betfair Group plc ("Betfair" or the "Company") announces today
the terms of the return to Betfair shareholders ("Shareholders") of
approximately GBP200 million (the "Return of Cash"). The Return of
Cash will be implemented by way of a B share scheme.
Key elements of the proposed Return of Cash:
-- Shareholders, subject to restrictions in respect of
Shareholders with a registered address in a Restricted Territory or
who are resident or located in a Restricted Territory (being any of
the United States, Canada, Australia, Japan and New Zealand)
(together, "Restricted Shareholders"), can elect to receive their
cash proceeds of GBP1.89 per Existing Ordinary Share as (i) an
income payment (the "B Share Dividend"), (ii) a capital payment
(the "Purchase Offer"), or (iii) a combination of both;
-- Shareholders who do not make a valid election, and all
Restricted Shareholders, will be deemed to have elected for the B
Share Dividend in respect of ALL of their entitlement under the
Return of Cash;
-- the Return of Cash is conditional upon shareholder approval,
which will be sought at a general meeting of the Company to be held
at 11.00 a.m. on 9 January 2015 (the "General Meeting");
-- the latest time and date for receipt of Shareholders'
elections is 5.00 p.m. on 21 January 2015;
-- cheques are expected to be despatched to Shareholders and
payment by BACS are expected to be made by 27 January 2015 for the
B Share Dividend; and
-- cheques are expected to be despatched to Shareholders and
CREST accounts are expected to be credited by 27 January 2015 for
the Purchase Offer.
Capital Reorganisation
Under the Return of Cash, for every 8 Existing Ordinary Shares
held on 6.00 p.m. on 9 January 2015 (the "Capital Reorganisation
Record Date") Shareholders will receive:
-- 8 B shares; and
-- 7 new ordinary shares ("New Ordinary Shares").
This mechanism is required to effect the Return of Cash and is
referred to in the Circular as the "Capital Reorganisation". This
will comprise an intermediate step under which each existing
ordinary share (the "Existing Ordinary Shares") will be split into
one intermediate ordinary share (the "Intermediate Ordinary
Shares") and one B share. This will be followed immediately by the
Intermediate Ordinary Shares being consolidated and sub-divided
into New Ordinary Shares on a 7-for-8 basis.
The total amount of the Return of Cash is equivalent to
approximately 12.7 per cent. of the market capitalisation of the
Company at the close of business 10 December 2014. Following the
Capital Reorganisation, the number of New Ordinary Shares in issue
(as against the number of Existing Ordinary Shares previously in
issue) will have been reduced by approximately the same percentage.
The intention is that, subject to market movements between the date
of the Circular and the Capital Reorganisation Record Date, the
share price of one New Ordinary Share immediately after they are
admitted to trading on the main market of the London Stock Exchange
should be approximately equal to the share price of one Existing
Ordinary Share on the Capital Reorganisation Record Date. The Board
believes it is appropriate to consolidate the Company's share
capital as this will allow comparability of the Company's share
price before and after the Return of Cash. Shareholders will own
the same proportion of the Company as they did beforehand, subject
to fractional entitlements.
The Capital Reorganisation is further described in paragraph 2
of Part IV of the Circular.
THE B SHARE CHOICES
With the exception of Restricted Shareholders, Shareholders will
have the ability to elect whether to receive their cash proceeds
under the Return of Cash as income, capital or a combination of
both. Each of the B Share Choices will return GBP1.89 of cash per
Existing Ordinary Share.
Shareholders who do not make a valid election, and all other
Restricted Shareholders, will be deemed to have elected for the B
Share Dividend in respect of ALL of their entitlement under the
Return of Cash.
Choice 1: B Share Dividend
Shareholders who choose (or are deemed to choose) this option in
respect of their B Shares, will receive a single dividend of
GBP1.89 for each B Share they receive, which will be declared and
become payable on 23 January 2015 (the "B Share Dividend").
Following declaration of the B Share Dividend, the B Shares on
which it has been paid will automatically convert into deferred
shares (the "Deferred Shares") with, in practice, no economic or
other rights. The Deferred Shares will then be acquired from
Shareholders (without any further action from such Shareholders)
for no value following the Return of Cash and will subsequently be
cancelled.
Choice 2: Purchase Offer
Shareholders who choose this option in respect of their B
Shares, will have their B Shares purchased for GBP1.89 each by
Jefferies International Limited ("Jefferies"), acting as principal
(and not as agent, nominee or trustee), free of all dealing
expenses and commissions, on 22 January 2015.
The B Share Choices summarised above are explained in further
detail in paragraph 3 of Part IV of the Circular. Shareholders
should read the Circular in full.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of 11.00 a.m. on 7 January
Form of Proxy for General Meeting 2015
---------------------------------------------- -------------------------
Entitlement to speak and vote at the 6.00 p.m. on 7 January
General Meeting set by reference to 2015
the register of members of the Company
---------------------------------------------- -------------------------
General Meeting 11.00 a.m. on 9 January
2015
---------------------------------------------- -------------------------
Latest time and date for dealings in 4.30 p.m. on 9 January
Existing Ordinary Shares. Share register 2015
of Existing Ordinary Shares closed
and Existing Ordinary Shares disabled
in CREST
---------------------------------------------- -------------------------
Capital Reorganisation Record Date 6.00 p.m. on 9 January
2015
---------------------------------------------- -------------------------
Admission of New Ordinary Shares to 8.00 a.m. on 12 January
the Official List and to trading on 2015
the London Stock Exchange's market
for listed securities
---------------------------------------------- -------------------------
Dealings in the New Ordinary Shares 8.00 a.m. (or as soon
commence. New Ordinary Shares entered as possible thereafter)
into CREST and CREST accounts credited on 12 January 2015
with "interim CREST entitlements" in
respect of B Shares
---------------------------------------------- -------------------------
Latest time and date for receipt of 5.00 p.m. on 21 January
Forms of Election and USE Instructions 2015
in relation to the B Share Choices
---------------------------------------------- -------------------------
Jefferies makes the Purchase Offer 8.00 a.m. on 22 January
by means of a Regulatory Information 2015
Service announcement
---------------------------------------------- -------------------------
Purchase of B Shares by Jefferies to By 12 noon on 22 January
be completed and Jefferies to be registered 2015
as the holder of such B Shares
---------------------------------------------- -------------------------
B Share Dividend Record Time 6.00 p.m. on 22 January
2015
---------------------------------------------- -------------------------
B Share Dividend declared and becomes By 11.59 p.m. on 23
payable. B Shares automatically convert January 2015
into Deferred Shares
---------------------------------------------- -------------------------
Despatch of New Ordinary Share certificates. By 27 January 2015
Credit CREST accounts and despatch
cheques in respect of the B Shares
purchased under the Purchase Offer.
Make BACS payments and despatch cheques
in respect of the B Share Dividend.
Credit CREST accounts and despatch
cheques in respect of the sale of fractional
entitlements.
---------------------------------------------- -------------------------
Notes:
All time references above are to London time.
These dates are given on the basis of the Board's current
expectations and are subject to change. If any of the above times
and/or dates change, the revised times and/or dates will be
notified to Shareholders by announcement through a Regulatory
Information Service and will be available on
www.corporate.betfair.com.
TAX
Shareholders should read Part VII of the Circular, which
outlines the different UK tax consequences of the B Share Choices.
It is important to note that the tax consequences for Shareholders
will depend on the particular Shareholder's facts and
circumstances. As such the information set out in Part VII of the
Circular is intended for guidance only. Shareholders who are in any
doubt as to their tax position or who are subject to tax in a
jurisdiction other than the United Kingdom should consult an
appropriate professional adviser.
On 3 December 2014 the Government announced its intention to
introduce legislation in the Finance Bill 2015 to change the tax
treatment of returns made to certain individual shareholders
through B share schemes. Draft legislation was published on 10
December. If enacted, the new legislation would mean that all
returns made to such shareholders after 6 April 2015 pursuant to
certain 'special purpose' share schemes would be taxed as though
they were dividends. On the basis that, as currently drafted, the
proposed legislation applies only in relation to amounts received
after 6 April 2015, it should not apply to Shareholders
participating in the Return of Cash. Shareholders should note,
however, that the legislation is in draft form, and there is no
guarantee that it will be enacted without amendment.
AMENDMENT TO BREON CORCORAN'S JOINING AWARD
Separately, at the General Meeting Shareholders will also be
asked to approve a clarification of the performance conditions
attaching to the Joining Award relating to the Company's CEO, Breon
Corcoran. Following extensive consultation with Shareholders, it is
proposed that the performance conditions are amended so as to
remove the TSR component. This addresses a discrepancy between the
understanding reached with Mr. Corcoran at the time of his
recruitment and the subsequent option that was granted. The
background to, and the reasons for, the proposed amendment are set
out in Part VIII of the Circular.
RECOMMENDATION TO SHAREHOLDERS
The Board has received advice from Jefferies in relation to the
resolutions to be proposed at the General Meeting (the
"Resolutions"). In providing their advice to the Board, Jefferies
has taken into account the Board's commercial assessment of the
Resolutions.
Your Board is of the opinion that the Resolutions to be proposed
at the General Meeting are in the best interests of Shareholders as
a whole. Accordingly, your Board unanimously recommends that you
vote in favour of the Resolutions, as the Directors intend to do in
respect of their own beneficial holdings amounting in aggregate to
292,827 Existing Ordinary Shares representing approximately 0.277
per cent. of the total issued share capital of the Company at 10
December 2014 except in relation to the Resolution in relation to
the proposed clarification of the performance conditions attaching
to the Joining Award, in respect of which Breon Corcoran will
abstain from voting.
Cautionary Statements
This announcement does not constitute, or form part of, an offer
to sell or the solicitation of an offer to subscribe for any
securities, nor the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
No application will be made to the UK Listing Authority or to
the London Stock Exchange, respectively, for any of the B Shares or
Deferred Shares to be admitted to the Official List or to trading
on the London Stock Exchange's main market for listed securities,
nor will the B Shares or Deferred Shares be listed or admitted to
trading on any other recognised investment exchange.
None of the B Shares, Deferred Shares or the New Ordinary Shares
have been or will be registered under the United States Securities
Act of 1933 or the state securities laws of the United States and
none of them may be offered or sold in the United States unless
pursuant to a transaction that has been registered under the United
States Securities Act of 1933 and the relevant state securities
laws or a transaction that is not subject to the registration
requirements of the United States Securities Act of 1933 and the
state securities laws, either due to an exemption therefrom or
otherwise.
None of the B Shares, Deferred Shares, New Ordinary Shares or
this announcement has been approved, disapproved or otherwise
recommended by any US federal or state securities commission or
other regulatory authority or any non-US securities commission or
regulatory authority nor have such authorities passed upon or
endorsed the merits of this offering or confirmed the accuracy or
determined the adequacy of this announcement. Any representation to
the contrary is a criminal offence in the United States.
This announcement includes statements that are, or may be deemed
to be, "forward looking statements". These forward looking
statements can be identified by the use of forward looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward
looking statements include all matters that are not historical
facts. They appear in a number of places throughout this
announcement and include, but are not limited to, statements
regarding the Group's intentions, beliefs or current expectations
concerning, among other things, the Group's results of operations,
financial position, prospects, growth, strategies and the industry
in which it operates. By their nature, forward looking statements
involve risk and uncertainty because they relate to future events
and circumstances. Forward looking statements are not guarantees of
future performance and the actual results of the Group's operations
and financial position, and the development of the markets and the
industry in which the Group operates, may differ materially from
those described in, or suggested by, the forward looking statements
contained in this announcement. In addition, even if the results of
operations, financial position and the development of the markets
and the industry in which the Group operates are consistent with
the forward looking statements contained in this announcement,
those results or developments may not be indicative of results or
developments in subsequent periods. A number of factors could cause
results and developments to differ materially from those expressed
or implied by the forward looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation, currency fluctuations,
changes in its business strategy, political and economic
uncertainty and other factors. Statements contained in this
announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue.
Forward looking statements may, and often do, differ materially
from actual results. Any forward looking statements in this
announcement speak only as of their respective dates, reflect the
Group's current view with respect to future events and are subject
to risks relating to future events and other risks, uncertainties
and assumptions relating to the Company's operations, results of
operations and growth strategy. You should specifically consider
the factors identified in this announcement which could cause
actual results to differ before making any decision in relation to
the Return of Cash. Subject to the requirements of the Financial
Conduct Authority, the London Stock Exchange, the Listing Rules and
the Disclosure and Transparency Rules (and / or any regulatory
requirements) or applicable law, the Company explicitly disclaims
any obligation or undertaking publicly to release the result of any
revisions to any forward looking statements in this announcement
that may occur due to any change in the Company's expectations or
to reflect events or circumstances after the date of this
announcement.
Jefferies International Limited is acting exclusively for the
Company and no-one else in connection with the Return of Cash and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Jefferies
International Limited or for providing advice in relation to the
Return of Cash or in relation to the contents of this Circular of
any transaction or other matter referred to herein.
This announcement has been issued by, and is the sole
responsibility of, the Company.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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