TIDMPAP TIDMBET
RNS Number : 0758N
Paddy Power plc
27 January 2016
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 ON 30 NOVEMBER 2015, THE SUPPLEMENTARY
PROSPECTUS PUBLISHED ON 18 DECEMBER 2015 AND THE CIRCULAR THAT WAS
POSTED TO PADDY POWER SHAREHOLDERS ON 27 NOVEMBER 2015
FOR IMMEDIATE RELEASE 27 January 2016
Recommended all-share merger by way of an acquisition
by
Paddy Power plc
of
Betfair Group plc
Paddy Power plc 2015 Trading Update & Announcement of
Dividends
Paddy Power plc (the "Company") today announces that trading in
the last seven weeks of 2015, post release of its Interim
Management Statement on 17 November 2015, was good and accordingly
the Board expects to report operating profit before exceptional
items, for the year ended 31 December 2015 of approximately EUR180
million. This would result in fully diluted earnings per share of
approximately EUR3.33, before costs relating to the Merger.
The Board also announces a final dividend for 2015 of EUR1.20
per share (the "Paddy Power 2015 Dividend"), taking the full year
regular dividend for 2015 to EUR1.80 per share.
As previously announced, Completion of the Merger is expected to
occur on 2 February 2016. As outlined in the Prospectus, the record
date for the Paddy Power 2015 Dividend of EUR1.20 per share is 6.00
p.m. on the Business Day prior to Completion, being 6.00 p.m. on 1
February 2016, and it will be paid alongside the Special Dividend
of EUR80m (approximately EUR1.80 per share) and the Paddy Power
Closing Dividend, representing the period from 1 January 2016 to 1
February 2016 (inclusive), of EUR0.18 per share. The record date
for the Special Dividend and the Paddy Power Closing Dividend is
also 6.00 p.m. on 1 February 2016.
The payment date for the three dividends is 2 March 2016.
It is expected that preliminary results for the year ended 31
December 2015 will be released on 8 March 2016.
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).
Enquiries:
Paddy Power plc
+353 (0) 1
Cormac McCarthy 905 1013
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.
Paddy Power Profit Forecast
The directors of Paddy Power have considered the guidance on
reported operating profit before exceptional items and fully
diluted earnings per share set out above and hereby confirm that it
has been properly compiled on the basis of the assumptions set out
in Appendix V to the Rule 2.7 Announcement and has been prepared on
a basis consistent with the accounting policies of the Paddy Power
Group.
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.
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.
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.
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