20th Dec 2012 17:19
Antisoma plc ("Antisoma")
Agreement with GVC Holdings plc ("GVC")
The Directors announce that on 20 December 2012, Antisoma entered into an agreement to subscribe, as described below, up to £4.0 million of new ordinary shares proposed to be issued by GVC in connection with its recommended offer, together with William Hill Australia Pty Limited ("William Hill"), for Sportingbet plc ("Sportingbet") (the "Offer"), which was announced today.
GVC has offered as consideration, for the businesses of Sportingbet which it proposes to acquire and retain, 29.0 million new GVC ordinary shares with a value of approximately £67.7 million at 233.5p per share, being the closing price on 15 October 2012, the last business day prior to the suspension of trading in GVC shares. Sportingbet shareholders are also being offered cash financed through a payment by William Hill in relation to the businesses of Sportingbet to be transferred to William Hill.
As part of the GVC shares consideration, Sportingbet shareholders are being offered the opportunity to accept either these new GVC ordinary shares or a cash alternative of 233.5p per share. To the extent that a mix and match arrangement does not operate so as to deliver to any eligible Sportingbet shareholders the full amount of cash consideration for which they have elected, GVC has entered into a series of agreements whereby various parties have agreed to subscribe new GVC ordinary shares to underpin the cash consideration elected for by Sportingbet shareholders.
Antisoma has entered into such an agreement with GVC to subscribe up to 1,713,062 new GVC ordinary shares at 233.5p per share, which represents a total potential commitment of £4.0 million. 1,713,062 new GVC ordinary shares would represent approximately 2.8 per cent. of GVC's issued ordinary share capital assuming full acceptance of the Offer. As consideration for this commitment, Antisoma has been granted subscription options over a further 343,053 new GVC ordinary shares, which are exercisable at 233.5p per share until the third anniversary from the date of grant.
Antisoma's commitment continues until the earlier of the date on which the Offer is declared wholly unconditional or 30 June 2013. Antisoma will make a further announcement as soon as possible thereafter as to the number of new GVC ordinary shares subscribed under this agreement.
In the 6 months ended 30 June 2012, GVC made a profit before taxation of Euro 5.2 million on revenue of Euro 29.1 million (Year ended 31 December 2011, loss before tax of Euro 0.14 million on revenue of Euro 44.34 million). Its net assets at 30 June 2012 amounted to Euro 57.98 million.
Further information on the Offer, GVC and Sportingbet is set out in the announcement of the Offer of today's date.
Contacts:
Antisoma plc
Mike Bretherton, Chairman 020 7099 7268
WH Ireland Limited (Nominated adviser)
Chris Fielding, Head of Corporate Finance 020 7220 1650
Related Shares:
GVC.LSARS.L