02/07/14

Possible offer for LCG holdings plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

2 July 2014

Possible offer for London Capital Group Holdings plc

machibet77.com Limited (“Spreadex”) notes the recent press speculation and confirms that on 30 June 2014 it submitted a preliminary, non-binding indication of interest to the board of directors of London Capital Group Holdings plc (“LCG”) regarding a possible cash offer for the entire issued and to be issued share capital of LCG. Spreadex’s approach was rejected by the board of LCG and no discussions are currently taking place. Spreadex is considering its options. However, there can be no certainty that any firm offer will be made.

Spreadex’s proposal envisaged an all cash offer at a price of 30 pence per LCG share, representing a substantial premium of approximately 46% to LCG’s closing share price of 20.5 pence on 27 June 2014.

The making of any firm offer by Spreadex would be subject to pre-conditions (all of which may be waived in whole or in part by Spreadex), including the following:
• the proposed financing announced by LCG on 17 June 2014 not proceeding;
• satisfactory completion of a due diligence review by Spreadex;
• the unanimous and unqualified recommendation by the directors of LCG of the terms of any offer; and
• the directors of LCG giving irrevocable undertakings to accept any offer in respect of their LCG shares (or to vote in favour of a scheme of arrangement).

In accordance with Rule 2.6(a) of the Code, Spreadex must, by not later than 5.00 p.m. on 30 July 2014, either announce a firm intention to make an offer for LCG in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Spreadex reserves the right to make an offer at any time for less than 30 pence for each LCG share:
• with the agreement or recommendation of the LCG board;
• if a third party announces a firm intention to make an offer for LCG which, as at the date Spreadex announces a firm intention to make an offer for LCG, is valued at a lower price than 30 pence for each LCG share; or
• following the announcement by LCG of a whitewash transaction pursuant to the Code.

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on Spreadex’s website at www.machibet77.com.

A further announcement will be made as appropriate.

Enquiries:

Spreadex
Jonathan Hufford (Managing Director) +44 (0)1727 895000

Ernst & Young (Financial Adviser)
Julie Green +44 (0)207 9512000

About Spreadex
Established since 2000 and privately owned, Spreadex is one of the leading providers of financial and sports spread betting and sports fixed odds betting in the UK. For the year ended 31 May 2014, Spreadex recorded turnover of £35 million and pre-tax profit of £18.5 million. Its headquarters are in St. Albans and the company has approximately 100 employees.

Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward Looking Statements
This announcement contains statements about Spreadex that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”, “goal”, “hopes”, “continues”, “strategy”, “budget”, “forecast” or “might”, or words or terms of similar substance or the negative thereof, are forward looking statements. Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, no assurances can be given that such expectations will prove to have been correct and readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Spreadex disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law. There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of LCG who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of LCG who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

ENDS