TIDMPAP TIDMBET
RNS Number : 2692H
Paddy Power plc
27 November 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS AND PADDY POWER SHAREHOLDERS SHOULD NOT MAKE ANY
DECISION IN RELATION TO THE MERGER EXCEPT ON THE BASIS OF THE
CIRCULAR PUBLISHED TODAY AND THE PROSPECTUS THAT WILL BE PUBLISHED
SHORTLY
FOR IMMEDIATE RELEASE 27 November 2015
Recommended all-share merger by way of an acquisition
by
Paddy Power plc
of
Betfair Group plc
Publication of Circular
On 8 September 2015, Paddy Power plc ("Paddy Power") and Betfair
Group plc ("Betfair") announced a proposed recommended all-share
merger of Paddy Power and Betfair (the "Merger"), which is to be
implemented by way of a scheme of arrangement of Betfair under Part
26 of the Companies Act 2006 (the "Scheme").
The Board of Paddy Power is pleased to announce that the Paddy
Power circular relating to the Merger (the "Circular") has been
published today.
The Circular includes a notice convening an extraordinary
general meeting of Paddy Power Shareholders to be held at Power
Tower, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin,
DO4 V972, Ireland at 11:15 a.m. on 21 December 2015 (the "Paddy
Power EGM") to allow Paddy Power Shareholders to vote on the
resolutions required to approve and implement the Merger and
related matters. The Circular has been approved by the Irish Stock
Exchange and the UK Listing Authority under their respective
Listing Rules and will be posted to Paddy Power Shareholders
today.
Paddy Power will also publish a prospectus relating to the new
Paddy Power Betfair shares to be issued to Betfair Shareholders by
Paddy Power in connection with the Merger (the "Prospectus")
shortly. The Prospectus requires the approval of the Central Bank
of Ireland, as competent authority under the Prospectus Directive
2003/71/EC. The Prospectus will be made available to the public in
Ireland and the United Kingdom in accordance with Part 8 of the
Irish Prospectus Regulations by being made available, free of
charge, in electronic form on Paddy Power's website
www.paddypowerplc.com/investors/recommended-merger and, on request,
in printed form by making a request to Paddy Power plc, Power
Tower, Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin,
DO4 V972, Ireland (telephone: +353 1 905 1000, e-mail:
investorrelations@paddypowerplc.com). A copy of the Prospectus will
be posted to Paddy Power Shareholders and Betfair Shareholders
separately.
Betfair has also published its scheme document relating to the
Scheme (the "Scheme Document"). The Scheme Document contains,
amongst other things, notices convening the Court Meeting and the
Betfair General Meeting, a letter from the chairman of Betfair, the
full terms and conditions of the Scheme, a statutory explanatory
statement, an expected timetable of principal events, and details
of the actions to be taken by Betfair Shareholders. The Court
Meeting and the Betfair General Meeting are expected to take place
on the same day as the Paddy Power EGM.
Copies of the Circular, the Prospectus and the Scheme Document
will be available free of charge, in electronic form on Paddy
Power's website
www.paddypowerplc.com/investors/recommended-merger.
Copies of the Circular and the Prospectus will be submitted to
the U.K. National Storage Mechanism and to the Irish Stock
Exchange, where they will be available for inspection at:
http://www.morningstar.co.uk/uk/NSM
and at:
Companies Announcement Office
The Irish Stock Exchange
28 Anglesea Street
Dublin 2
Tel: +353 1 677 8808
Unless otherwise defined, all capitalised terms in this
Announcement have the same meaning as those contained in the
Circular. All references in this Announcement to times are to times
in Dublin (unless otherwise stated).
The indicative timetable of principal events is set out
below:
Event Time and date
Date of issue of the Circular and the 27 November 2015
Scheme Document
Latest time and date for receipt of 11.00 a.m. on 17 December
Forms of Proxy/CREST Proxy Instructions 2015
for the Court Meeting
Latest time and date for receipt of 11.15 a.m. on 17 December
Forms of Proxy/CREST Proxy Instructions 2015
for the Betfair General Meeting
Scheme Voting Record Time 6.00 p.m. on 17 December
2015
Latest time and date for receipt of 11.15 a.m. on 19 December
Forms of Proxy/CREST Proxy Instructions 2015
for the Paddy Power EGM
Court Meeting 11.00 a.m. on 21 December
2015
Paddy Power EGM 11.15 a.m. on 21 December
2015
Betfair General Meeting 11.15 a.m. on 21 December
2015
Court Hearing to sanction the Scheme A date expected to be in
the first quarter of 2016,
subject to regulatory clearances
("D")
Last day of dealings in Betfair Shares D
De-listing of Betfair Shares from the 5.00 p.m. on D
London Stock Exchange
Effective Date D +1 2016
Expected Admission and commencement D+1 2016
of dealings in New Paddy Power Betfair
Shares, Completion
CREST accounts of holders of Betfair D+1 2016
Shares in uncertified form credited
with New Paddy Power Betfair Shares
Enquiries:
Paddy Power plc
+353 (0) 1 905
Cormac McCarthy 1013
+44 (0) 207 874
Catherine Colloms, Corporate Affairs 9103
Morgan Stanley (Financial adviser to Paddy Power)
+44 (0) 207 425
Colm Donlon 8000
Laurence Hopkins
David Kitterick
IBI Corporate Finance (Financial adviser to Paddy
Power)
+353 (0) 7 6623
Tom Godfrey 4800
Ger Heffernan
Laurence O'Shaughnessy
Goodbody (Corporate broker to Paddy Power)
+353 (0) 1 667
Linda Hickey 0400
Finsbury (Public relations adviser to Paddy Power)
Conor McClafferty
Drury Porter Novelli (Public relations adviser +44 (0) 207 251
to Paddy Power) 3801
Billy Murphy
Karen Ferris +353 (1) 2605000
Important notices
Morgan Stanley which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom is acting as
financial adviser to Paddy Power and no one else in connection with
the Merger. In connection with such matters, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Merger, the contents of this Announcement or any
other matter referred to herein.
IBI Corporate Finance, which is regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for Paddy Power and
for no one else in connection with the Merger and will not be
responsible to anyone other than Paddy Power for providing the
protections afforded to customers of IBI Corporate Finance or for
providing advice in relation to the Merger, the contents of this
Announcement or any transaction or arrangement referred to
herein.
Goodbody Stockbrokers, trading as Goodbody, which is regulated
in Ireland by the Central Bank of Ireland, is acting exclusively
for Paddy Power and for no one else in connection with the Merger
and will not be responsible to anyone other than Paddy Power for
providing the protections afforded to customers of Goodbody or for
providing advice in relation to the Merger, the contents of this
Announcement or any transaction or arrangement referred to
herein.
Responsibility Statement
The directors of Paddy Power accept responsibility for the
information contained in this Announcement relating to Paddy Power,
the Paddy Power Group, the directors of Paddy Power and members of
their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the directors of
Paddy Power (who have taken all reasonable care to ensure that such
is the case) the information contained in this Announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Forward-looking statements
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November 27, 2015 12:04 ET (17:04 GMT)
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