Statement re Possible Offer

Released : 22 Apr 2013

RNS Number : 8629C
Betfair Group PLC
22 April 2013
 



Betfair Group plc

22 April 2013

 

Rejection of Possible Offer

 

On 15 April 2013, CVC Capital Partners Limited ("CVC") announced that it was in preliminary discussions with Richard Koch, Antony Ball and partners (together with CVC the "Co-offerors") regarding options in respect of Betfair Group plc ("Betfair" or the "Company") which could include a possible offer for Betfair. 

 

On 19 April 2013, the Board of Betfair received a preliminary proposal (the "Proposal") from the Co-offerors regarding a possible offer for the Company at an offer price of 880 pence per Betfair share in cash or an unlisted securities alternative comprising shares and loan notes (subject to an unspecified overall limit) in a new entity to be incorporated to implement the Proposal.  The Proposal was conditional on, inter alia, completion of due diligence, arrangement of appropriate financing and receipt of a recommendation from the Board of Betfair.

 

The Board of Betfair has reviewed the Proposal with its advisers and rejected it on the basis that it fundamentally undervalues the Company and its attractive prospects, and is highly conditional.  The Board is confident in Betfair's strategy and growth prospects as it goes through an exciting phase of delivering the new focused strategy announced in December 2012 and improving the Company's financial performance. Following the completion of its financial year ending 30 April 2013, the Company will provide an update at the time of its post close statement on 7 May 2013 on the good progress in the implementation of its strategy, including cost efficiencies, and recent trading performance.

 

Gerald Corbett, Chairman of Betfair, said:

"We have a unique business with a market position, profitability, cash flow and prospects that this proposal fails to recognise.  Our new management team are implementing the strategy announced in December 2012 and it is this that will realise value for shareholders.  We will provide an update to the market on 7 May 2013 to set out the good progress we are making in the implementation of our strategy, including cost efficiencies, and our recent trading performance."

 

Note 3 of Rule 2.5 of the City Code on Takeovers and Mergers requires the Company to point out that this statement is being made by the Company without prior agreement or approval of the Co-offerors and that there can be no certainty that an offer will be made nor as to the terms on which any offer might be made. Shareholders are strongly advised to take no action.

 

For further enquiries, contact:

 

Betfair Group plc

Paul Rushton, Investor Relations                                                       Tel: +44 (0) 20 8834 6139

 

Goldman Sachs International                                                             Tel: +44 (0) 20 7774 1000
Anthony Gutman
Nick Harper
Phil Shelley (Corporate Broking)

 

Morgan Stanley                                                                                   Tel: +44 (0) 20 7425 8000
Henry Stewart
Laurence Hopkins
Peter Moorhouse (Corporate Broking)

Barclays                                                                                              Tel: +44 (0) 20 7623 2323
Jim Renwick (Corporate Broking)
Jon Bathard-Smith (Corporate Broking)

Powerscourt                                                                                       Tel: +44 (0) 20 7250 1446
Rory Godson

 

Goldman Sachs International, 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 Betfair and for no one else in relation to the matters described in this announcement and will not be responsible to anyone other than Betfair for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the matters described in this announcement or any matter referred to herein.

 

Morgan Stanley & Co. International plc, 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 Betfair and for no one else in relation to the matters described in this announcement. In connection with such matters, Morgan Stanley & Co. International plc, 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 anyone other than Betfair for providing the protections afforded to their clients or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

 

Barclays Bank PLC, acting through its investment bank ("Barclays"), 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 Betfair and for no one else in connection with the matters described herein and will not be responsible to anyone other than Betfair for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

 

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the offeror, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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