TIDMPAP TIDMBET
RNS Number : 4683H
Paddy Power plc
30 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
PROSPECTUS PUBLISHED TODAY AND THE CIRCULAR THAT WAS POSTED TO
PADDY POWER SHAREHOLDERS ON 27 NOVEMBER 2015
FOR IMMEDIATE RELEASE 30 November 2015
Recommended all-share merger by way of an acquisition
by
Paddy Power plc
of
Betfair Group plc
Publication of Prospectus
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 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") has been published today.
The Prospectus has been approved by the Central Bank of Ireland,
as competent authority under the Prospectus Directive 2003/71/EC.
Paddy Power has requested that the Central Bank of Ireland provides
a certificate of approval and a copy of the Prospectus to the
competent authority in the United Kingdom in accordance with Part 9
of the Irish Prospectus Regulations. The Prospectus has been made
available to the public in Ireland 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.
As previously announced, Paddy Power published the Paddy Power
circular relating to the Merger (the "Circular") on 27 November
2015 and Betfair published its scheme document relating to the
Scheme (the "Scheme Document") on 27 November 2015.
Copies of the Circular and the Scheme Document, as well as the
Prospectus, 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
Prospectus. 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
Date of issue of the Prospectus 30 November 2015
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
This Announcement contains statements about Paddy Power, Betfair
and the Combined Group that are or may be forward looking
statements. All statements other than statements of historical
facts included in this Announcement may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "should", "continue",
"plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or words or terms of similar
substance or the negative thereof, are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Paddy Power's, Betfair's or the Combined Group's operations and
potential synergies resulting from the Merger; and (iii) the
effects of government regulation on Paddy Power's, Betfair's or the
Combined Group's business.
(MORE TO FOLLOW) Dow Jones Newswires
November 30, 2015 13:30 ET (18:30 GMT)
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Paddy Power and
Betfair disclaim any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law or regulation.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser, duly authorised under the Financial Services and Market
Act 2000 (as amended) if you are resident in the United Kingdom, or
authorised or exempted under the Investment Intermediaries Act 1995
of Ireland or the European Communities (Markets in Financial
Instruments) Regulations (Numbers 1 to 3) 2007 if you are resident
in Ireland, or from another appropriately authorised independent
financial adviser.
Quantified Financial Benefits Statement
Statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost
savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. No statement in the
Quantified Financial Benefits Statement, or this Announcement
generally, should be construed as a profit forecast (other than the
Paddy Power Profit Forecast) or interpreted to mean that the
Combined Group's earnings in the first full year following the
effective date of the Scheme, or in any subsequent period, would
necessarily match or be greater than or be less than those of Paddy
Power and/or Betfair for the relevant preceding financial period or
any other period. For the purposes of Rule 28 of the Code, the
Quantified Financial Benefits Statement contained in this
Announcement is the responsibility of Paddy Power and the Paddy
Power Directors.
Opening Position and Dealing Disclosure Requirements under the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the Offer
Period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this Announcement and
all other announcements relating to the Merger are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such announcements (including, without
limitation, nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies involved in the Merger
disclaim any responsibility or liability for the violations of any
such restrictions by any person.
The Merger relates to the acquisition of shares of a UK company
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy
solicitation or tender offer rules. However, if Paddy Power were to
elect to implement the Merger by means of a Merger Offer, such
Merger Offer will be made in compliance with all applicable laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a Merger Offer would be made in the
United States by Paddy Power and no one else. In addition to any
such Merger Offer, Paddy Power, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Betfair
outside such Merger Offer during the period in which such Merger
Offer would remain open for acceptance. If such purchases or
arrangements to purchase were to be made they would be made outside
the United States and would comply with applicable law, including
the US Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website: www.londonstockexchange.com.
The financial information included in this Announcement has been
prepared in accordance with accounting standards applicable in the
UK and Ireland and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The New Paddy Power Betfair Shares have not been and will not be
registered under the US Securities Act or under the securities laws
of any state or other jurisdiction of the United States.
Accordingly, the New Paddy Power Betfair Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into or from the United States absent
registration under the US Securities Act or an exemption therefrom.
The New Paddy Power Betfair Shares are expected to be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof. Betfair
Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Paddy
Power or Betfair prior to, or of Paddy Power after, the Effective
Date will be subject to certain US transfer restrictions relating
to the New Paddy Power Betfair Shares received pursuant to the
Scheme. For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), Betfair will advise the Court that its
sanctioning of the Scheme will be relied upon by Paddy Power as an
approval of the Scheme following a hearing on its fairness to
Betfair Shareholders.
(MORE TO FOLLOW) Dow Jones Newswires
November 30, 2015 13:30 ET (18:30 GMT)
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