Betfair Group PLC Notice of Capital Reorganisation (7958B)

TIDMBET

RNS Number : 7958B

Betfair Group PLC

12 January 2015

Betfair Group plc

Return of Cash: Notice of Capital Reorganisation

Following the approval of the Return of Cash by Shareholders on 9 January 2015, Betfair Group plc (the "Company") today provides an update in respect of the Return of Cash as described in the circular to Shareholders dated 12 December 2014 (the "Circular").

Capital Reorganisation

The Company announces that the Capital Reorganisation approved at the General Meeting is expected to take effect from 8.00 a.m. today. As described in the Circular, each of the Existing Ordinary Shares will be subdivided into one Intermediate Ordinary Share and one B Share. Every 8 Intermediate Ordinary Shares will immediately be sub-divided and consolidated into 7 New Ordinary Shares.

Applications have been made to the UK Listing Authority for an amendment to the Official List, and to the London Stock Exchange for the amendment to trading to reflect the Capital Reorganisation. Following the amendment, 92,476,321 New Ordinary Shares of 0.095 pence each in the capital of the Company will be admitted at 8.00 a.m. today to the premium listing segment of the Official List under ISIN GB00BSPL1J93 and to trading on the London Stock Exchange's main market for listed securities. The B Shares will not be admitted to trading.

With effect from Admission, share certificates in respect of Existing Ordinary Shares will cease to be valid. It is expected that by 27 January 2015, the Company will despatch share certificates in respect of New Ordinary Shares to those Shareholders who held their Existing Ordinary Shares in certificated form. Until such time Shareholders should retain any share certificate(s) they currently hold in respect of Existing Ordinary Shares for record purposes only. No share certificates will be issued in respect of the B Shares.

Shareholders who held their Existing Ordinary Shares in CREST will have the New Ordinary Shares to which they are entitled automatically credited to their CREST accounts at approximately 8.00 a.m. today (or as soon as possible thereafter), together with "interim CREST entitlements" to the B Shares to which they are entitled in order to allow such Shareholders to send a USE Instruction through CREST in respect of the B Share Choices.

Election Deadline

The Election Deadline is 5.00 p.m. on 21 January 2015. Shareholders who do not return a valid Form of Election or send a valid USE Instruction in accordance with the instructions set out in the Circular by the Election Deadline will be deemed to have elected for the B Share Dividend in respect of all of their B Shares.

Voting rights and capital

Following the Capital Reorganisation, and in accordance with 5.6.1A(1) of the Disclosure and Transparency Rules, the Company's issued share capital that will be admitted to trading on a regulated or prescribed market will consist of 92,476,321 New Ordinary Shares of 0.095 pence each. No New Ordinary Shares are held in treasury.

This figure of 92,476,321 represents the total voting rights in the Company and may be used by Shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules.

Unless otherwise defined, capitalised terms used in this announcement have the same meaning as those defined in the Circular, which can be viewed on the Company's website at corporate.betfair.com.

Enquiries:

Betfair Group plc

Claire Baty, Deputy Company Secretary

Tel: +44 20 8834 6150

Jefferies International Bank

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.

Cautionary statements

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 announcement or any transaction or other matter referred to herein.

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.

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 document. Any representation to the contrary is a criminal offence in the United States.

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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