6 Oct 2015 07:00
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
PRESS RELEASE
6 October 2015
Accelerated bookbuilt offering of 8.0 million ordinary shares in Betfair Group Plc
Further to its announcement on 5 October 2015, Barclays Bank PLC ("Barclays") announces the successful completion of an accelerated bookbuilt offering to institutional investors (the "Placing") of 8.0 million ordinary shares (the "Placing Shares") in Betfair Group Plc ("Betfair"), on behalf of LE PEIGNÉ SA ("LE PEIGNÉ") in respect of 5.0 million Placing Shares and Rothschild Wealth Management (UK) Limited, acting on an agency basis for shareholders of Betfair that are connected parties of Edward Wray (together the "Wray Shareholders") in respect of 3.0 million Placing Shares. Owing to strong investor demand the number of shares offered in the Placing was increased from 7.35 million Placing Shares to 8.0 million Placing Shares.
The placing price was £32.50 per Placing Share. Barclays acted as sole bookrunner in the Placing. N M Rothschild & Sons Ltd ("Rothschild") acted as financial adviser to LE PEIGNÉ and the Wray Shareholders.
Both LE PEIGNÉ and the Wray Shareholders remain very supportive of Betfair and its proposed merger with Paddy Power and have agreed to lock up those shares not sold in the Placing for 90 days from the closing of the Placing.
Betfair will not receive any proceeds from the Placing.
Important Notice:
This Announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. In particular, this Announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. In particular, the securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a Placing not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Any offering to be made in the United States will only be made to a limited number of "qualified institutional buyers" as defined in Rule 144A under the Securities Act, ("QIBs") in transactions exempt from the registration requirements of the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.
The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy shares in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any of LE PEIGNÉ, the Wray Shareholders or Barclays or any of their respective affiliates.
Barclays is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority and is acting for LE PEIGNÉ and the Wray Shareholders only in connection with the Placing will not be responsible to anyone other than LE PEIGNÉ and the Wray Shareholders for providing the protections offered to its clients, nor for providing advice in relation to the Placing or any matters referred to in this Announcement.
The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.