Click to edit Proposed Acquisition of Ladbrokes Coral Group plc Creating a leading global gaming company December 2017
Disclaimer Click to edit IMPORTANT INFORMATION This presentation document, any related materials which are distributed alongside this presentation document, each of their respective contents, and any oral presentation made by or on behalf of GVC Holdings PLC (the “Company”) in relation to the subject matter hereof (all such documents and information together being the “Relevant Information”) is strictly private and confidential and may not be reproduced, redistributed or passed on, directly or indirectly, to any other person or published, in whole or in part by any medium or in any form, for any purpose, without the prior written consent of the Company. The sole purpose of the Relevant Information is to provide background information to assist you in obtaining a general understanding of the business of the Company, the business of Ladbrokes Coral Group plc, and a possible acquisition by the Company of Ladbrokes Coral Group plc (the "Possible Offer"). GVC has not made any announcement of a firm intention to make an offer for Ladbrokes Coral Group under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code"). There can be no certainty that such an offer will be made. None of the Relevant Information constitutes a firm intention to make an offer and accordingly there can be no certainty that any such offer will ultimately occur. Any such offer would, if it were made, be subject to any requisite regulatory approvals, approval by the shareholders of GVC and acceptance or approval by the shareholders of Ladbrokes Coral Group, as well as other customary conditions. The Relevant Information does not constitute, or form part of, any listing particulars, prospectus or circular relating to the Company, nor does it constitute an offer to sell, or a solicitation of an offer to buy or subscribe for, securities of the Company in any jurisdiction. It is not intended to provide the basis of any investment decision, financing or any other evaluation and is not to be considered as a recommendation by the Company, any person acting on behalf of the Company, or their respective affiliates, agents or advisers that any recipient of such Relevant Information purchase or subscribe for any securities in the Company. The Company's ordinary shares have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") or with any securities regulatory authority of any state or jurisdiction in the United States or under the applicable securities laws of Australia, Canada South Africa, or Japan, and may not be offered, sold or otherwise transferred, directly or indirectly, in or into Australia, Canada, South Africa, Japan or the United States or for the account or benefit of citizens or residents of the United States, Australia, Canada, South Africa or Japan, unless such offer or sale would qualify for an exemption from registration under the US Securities Act and/or any other applicable securities laws. 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Persons who do not fall within either of these definitions should not rely on the Relevant Information nor take any action based upon it but should instead return this document and any related materials immediately to the Company. The Relevant Information is exempt from the general restriction in section 21 of FSMA relating to the communication of invitations or inducements to engage in investment activity on the grounds that it is made only to certain categories of persons. The directors of the Company have taken all reasonable care to ensure that the facts stated herein are true to the best of their knowledge, information and belief. However no representation or warranty, express or implied, is given by or on behalf of the Company, any of its directors, any broker acting on behalf of the Company or their respective subsidiary undertakings, affiliates, agents or advisers (together, the “Identified Persons”) or any other person as to the accuracy or completeness of the information or opinions given in any Relevant Information and no liability is accepted for any such information or opinions. In particular, certain industry and market information in this document and/or related materials and/or given at the presentation may have been obtained by the Company from third party sources. Without prejudice to the foregoing, neither the Company or the Identified Persons, to the fullest extent permitted by law, accept any liability whatsoever for any loss howsoever arising, directly or indirectly, whether arising in tort, contract or otherwise, from use of the Relevant Information or otherwise arising in connection therewith. The Relevant Information may include certain forward looking statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of the Company and/or its group. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positions", "anticipates", "possible" or "potential" the negative thereof, other variations thereon or comparable terminology. Forward-looking statements in the Relevant Information reflect the Company's beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by those statements and forecasts. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as the date of this document and the Company expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward looking statements in this presentation. No statement in the Relevant Information is intended as a profit forecast or a profit estimate. As a result, recipients of the Relevant Information are cautioned not to place any undue reliance on such forward-looking statements. The Identified Persons are under no obligation to update or keep current the information contained in the Relevant Information, to correct any inaccuracies which may become apparent, or to publicly announce the result of any revision to the statements made herein except to the extent they would be required to do so under applicable law or regulation, and any opinions expressed in the Relevant Information are subject to change without notice. By accepting the Relevant Information, you agree to be bound by the foregoing provisions, limitations and conditions and, in particular, you have represented, warranted and undertaken that: (i) you will observe the foregoing provisions, limitations and conditions; (ii) you have read and agree to comply with the contents of this important information including, without limitation, the obligation to keep the Relevant Information confidential; and (iii) you will not at any time have any discussion, correspondence or contact concerning the Relevant Information with any of the directors or employees of the Company or its subsidiaries, or any governmental or regulatory body without the prior written consent of the Company. Investec Bank plc ("Investec") which is authorised in the UK by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting exclusively as sole sponsor and corporate broker to the Company and no-one else in connection with the Possible Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec, nor for providing advice in connection with the Possible Offer. Neither Investec nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Investec in connection with the Possible Offer. 2
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