August 22, 2011

Sportingbet closes in on Centrebet acquisition

UK-listed Sportingbet plc has moved a step closer to acquiring Centrebet International Limited, after the Federal Court of Australia issued orders approving two separate inter-conditional schemes of arrangement between Centrebet and its shareholders and performance right-holders.

Under the terms of the schemes, Centrebet shareholders and performance right-holders will receive a cash consideration of $2.00 per Centrebet security, valuing Centrebet equity at approximately $183m.

In addition to the cash consideration, Centrebet security-holders will receive a litigation claim right and a litigation claim unit which will entitle them to 90 per cent of the potential net proceeds of the company’s proposed GST litigation claim.

The court orders were made following the overwhelming support of Centrebet shareholders and performance right-holders who voted in favour of the schemes last week.

The court orders will be lodged with the Australian Securities and Investments Commission (ASX) tomorrow, as which time the schemes will become effective.

Pursuant to Listing Rule 17.2, Centrebet will request a suspension from quotation of its securities, which if granted by ASX, will result in the suspension of trading in Centrebet shares from the close of trading tomorrow, Tuesday August 23rd. Centrebet’s shares will be removed from the official list of the Australian Securities Exchange on or shortly after August 31st.

The schemes are scheduled to be implemented on Wednesday August 31st, following which Centrebet will acquired by Sbet Australia Pty Limited, a wholly-owned subsidiary of Sportingbet plc.

It is also expected that the scheme consideration of AUD$2.00, payable in cash, plus one litigation claim right and one litigation claim unit (which are the additional consideration in respect of the Centrebet GST claim), per share or performance right will be provided to the security-holders on or about September 1st.

Centrebet option-holders will also receive cash (being the difference between $2.00 and the exercise price of each option) plus one litigation claim right and one litigation claim unit for each option that has been granted.

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