Driving Shareholder Value 24 July 2015
Agenda Transaction Structure Leadership Team Strategic Rationale Financial Overview CMA and Expected Timetable Q&A 1
Disclaimer The information contained in this document is not for release, publication or distribution to persons in Australia, Canada, Japan, Hong Kong, Singapore, the Republic of South Africa or the United States or in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this document. Greenhill & Co International LLP (“ Greenhill ”) is authorised and regulated by the Financial Conduct Authority in the United Kingdom. UBS Limited (“ UBS ”) is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Greenhill and UBS are acting for Ladb rokes plc (“ Ladbrokes ”) and are acting for no one else in connection with the merger between Ladbrokes and certain businesses of Gala Coral Group Limited (“ Gala Coral ”), (the “ Merger ”). 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This document is for information purposes only and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of Ladbrokes or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this document nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of Ladbrokes or any other entity and no information set out in this document or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. This document comprises an advertisement for the purposes of paragraph 3.3R of the Prospectus Rules made under Part VI of the FSMA and not a prospectus. Any prospectus in connection with the Merger will be published at a later date. Investors should not subscribe for or purchase any securities referred to in this document except on the basis of information contained in the prospectus and any supplementary prospectus. Any decision to purchase or subscribe for securities in connection with the Merger described in this document should be made solely on the basis of the information contained in such prospectus and any supplementary prospectus. Copies of the prospectus will, following publication, be available from the website of the Nationa l Storage Mechanism at www.hemscott.com/nsm.do and Ladbrokes’ registered office. 2
Transaction Structure and Leadership Team
Transaction Structure • Merger of Ladbrokes and Coral to create Ladbrokes Coral plc • What is included in the Coral Group? — Coral Retail, Eurobet Retail, Online (UK 1 + Italy) — Includes Gala online but excludes Gala retail (Bingo) — Net financial debt of £865 million — Merger terms before equity placing: Ladbrokes shareholders 51.75%; Coral shareholders 48.25% • Revised agreement with Playtech to ensure alignment and delivery of digital synergies • c9.99% 2 equity placing by Ladbrokes launched this morning, Playtech expected to be cornerstone • Subject to CMA clearance and Ladbrokes’ shareholder approval • Expected to complete in 2016 4 1. Business based in Gibraltar serving predominantly UK customers 2. Based on Ladbrokes plc’s current issued share capital
Board Structure John Kelly – Non-Executive Chairman 2 Non-Executive Directors 3 New, Independent, 3 Executive Directors from Existing Non-Executive Directors Ladbrokes / Coral Boards To be approved by the Jim Mullen 1 Ladbrokes Boards of Ladbrokes and Group CEO Coral Carl Leaver Rob Templeman Executive Deputy Chairman 1 Paul Bowtell Group CFO 5 1. For 12 months post completion
Strong Management Team John Kelly – Non-Executive Chairman • Current Senior Independent Non-Executive Director of Ladbrokes PLC • Previously Chairman of Trainline.com and Novus Leisure • Former CEO and founder of Gala Coral Group Jim Mullen – Group CEO Carl Leaver – Executive Deputy Chairman • • Current CEO of Ladbrokes PLC Current Group CEO of Gala Coral • • Previous COO for William Hill PLC digital operations Previous Director of International, Home & Direct for including running the joint venture with Playtech Marks & Spencer PLC • • Senior positions held at Murray Group, Arc Worldwide Former CEO of DeVere Group PLC and MD of Travel and News International PLC Inn (Whitbread PLC) Paul Bowtell – Group CFO Andy Hornby – Group COO • • Current Group CFO of Gala Coral Current Group COO of Gala Coral • • Previous CFO of TUI Travel PLC, key role in merger Previous CEO of Alliance Boots of First Choice Holidays PLC and TUI Travel • Former CEO of HBOS PLC and also held a range of • Held senior positions with Centrica PLC, WH Smith roles at Asda including Retail MD PLC and Forte PLC 6 1. For 12 months post completion
Strategic Rationale
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