22nd Oct 2010 15:18
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus to be published by Betfair Group plc (''Betfair'' or the "Company" and, together with its group undertakings, the ''Group'') in connection with the admission of the ordinary shares in the capital of Betfair to the Official List of the United Kingdom Listing Authority ("Official List'') and to trading on London Stock Exchange plc's main market for listed securities (the ''London Stock Exchange''). Copies of the prospectus will, following publication, be available from Betfair's registered office.
FOR IMMEDIATE RELEASE 22 October 2010
BETFAIR GROUP plc
Document available for inspection: Prospectus
A copy of the prospectus to be published by Betfair Group plc in connection with the admission of its ordinary shares to the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange (the "Prospectus") has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
In addition, the Prospectus will shortly be available to view on Betfair's website, http://corporate.betfair.com.
Contacts
Betfair
Media: Tessa Murray Director of Corporate Communications Tel: +44 20 8834 6794 |
Investors / Analysts: Mark Brooker Director of Corporate Development Tel: +44 20 8834 6286 |
Goldman Sachs International
Matthew Westerman Anthony Gutman Nick Harper Tel: +44 20 7774 1000 |
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Morgan Stanley & Co. International plc
Henry Stewart Peter Moorhouse Anthony Kokinakis Tel: +44 20 7425 8000 |
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Powerscourt
Rory Godson Paul Durman Roddy Cameron Tel: +44 20 7250 1446 |
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Forward looking statements
This announcement and the prospectus published by the Company today, 22 October 2010 (the "Prospectus") contain ''forward-looking'' statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of Betfair and/or its Group. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond Betfair's control and all of which are based on the Directors' current beliefs and expectations about future events. 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'', ''positioned'' or ''anticipates'' or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or Betfair with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of Betfair and the industry in which it operates.
These forward-looking statements and other statements contained in this announcement and the Prospectus regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Betfair. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement and the Prospectus speak only as of the date of the document. The Group disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in the relevant document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority.
Disclaimer
Neither this announcement, the Prospectus (or any part of it) nor the information contained in this announcement or the Prospectus, nor any copy of them may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (''the United States''). Neither this announcement, the Prospectus (or any part of it) nor the information contained in this announcement or the Prospectus nor any copy of them may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada or Japan or to any persons in any of those jurisdictions or any other excluded territories. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian or Japanese securities law. The distribution of this announcement or the Prospectus in other jurisdictions may be restricted by law and persons into whose possession this announcement or the Prospectus comes should inform themselves about, and observe, any such restrictions. The securities referred to herein have not been and will not be registered under the applicable securities laws of the United States, Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within the United States, Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan.
This announcement and the Prospectus do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement, the Prospectus and other information in connection with the listing and Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement and the Prospectus do not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of the Group have been, or will be, registered under the US Securities Act of 1933, as amended, and securities of Betfair may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act of 1933, as amended.
The contents of this announcement, which has been issued by and is the sole responsibility of Betfair, have been approved solely for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) by Goldman Sachs International and Morgan Stanley.
This announcement and the Prospectus do not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement, the Prospectus or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.
Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital and Numis, each of which is authorised and regulated in the UK by the Financial Services Authority, are acting exclusively for Betfair and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than Betfair for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital, or Numis or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of Betfair or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital and Numis or any of their respective affiliates acting as investors for their own accounts. Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital and Numis do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. None of Goldman Sachs International, Morgan Stanley, Morgan Stanley Securities, Barclays Capital, or Numis or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, Morgan Stanley, as stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. Morgan Stanley is not required to enter into such transactions and such transactions may be effected on any stock, market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on Morgan Stanley or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither Morgan Stanley nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
Certain figures contained in this document and the Prospectus, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document and the Prospectus may not conform exactly with the total figure given.
Related Shares:
BET.L