Gvc Share Discussion Threads

[srpactive] 10/2/2018 18:13

All

Good posts as always, I think we will be one of the
best growth stocks on the ftse 100 and also at
the same time being a defensive stock, I reckon we
will rocket this year. I was always
being told off by my friend Mylands for talking of 1000p
years ago, we were virtually there the other month, now
I am setting myself up for another telling off, I reckon ftse100
and 1800p per share in the next couple of years, dyor.

[noujay] 10/2/2018 16:26

You might be right. For interest purposes though going forward - just three of one hundred ftse stocks do not currently pay a dividend. If this merger propels gvc Lads into the 100 then the likelihood, in my thinking st least, is that dividends would remain on the agenda, and in fact the additional large institutional holdings said entry necessarily bring, would expect it.However there may of course be a pause and nothing is 100% certain.

[t 34] 10/2/2018 15:19

However , I think there will be a pause in divi .

[noujay] 10/2/2018 15:13

One would think that two dividend paying outfits would be able to manage something between them despite the integration

[t 34] 10/2/2018 12:58

Thanks Mylamds , I have to read these new docs. With respect to divi lets hope we will not have divi holiday when the two companies will be under integration .

[tobyjo] 10/2/2018 12:45

The CMA has set a deadline of February 21 for comments, with a decision expected to be made on April 6.I see the scheme of arrangement date for the merger is 29/03/17 between GVC Ladbrokes/Coral do they not have to wait for the CMA to be completed ?

[mylands] 10/2/2018 11:40

T34

Taken from the GVC Recommended Offer document Section 2 Para 18:

GVC Permitted Dividends

Under the terms of the Acquisition and save as set out below, prior to the Effective Date GVC
Shareholders will be entitled to receive either:

a final dividend announced, declared or paid by GVC for the period ended 31 December 2017;
or

a second interim dividend announced, declared or paid by GVC in an amount equal to the
anticipated final dividend for the period ended 31 December 2017,

provided that any such dividend shall not exceed €0.175 per GVC Share.

[t 34] 10/2/2018 10:11

GVC should announce the final divi with the results in March ( 8/9 ) ????

[loganair] 10/2/2018 09:44

Bankers will make £111m but up to 1,600 staff will lose their jobs when a £4bn takeover of the Queen’s gambling firm Ladbrokes Coral goes ahead, it emerged last night.

GVC Holdings, the Isle of Man-based owner of Foxy Bingo, is buying Ladbrokes in a deal that will see City firms split a £111m fees bonanza and hand executives up to £12m.

Among those who will scoop a major payday will be Ladbrokes’ 49-year-old chief executive Jim Mullen, who could make as much as £7.1m.

Meanwhile, some of the City’s biggest investment houses, such as UBS and German-owned Deutsche Bank, will make £24m.

Another who will make a major killing on the deal will be Andy Hornby, the disgraced ex-boss of failed bank HBOS. The 50-year-old is chief operating officer at Ladbrokes Coral and will be tasked with running the merged firm’s 3,500-plus betting shops in the UK.

As Hornby is not a board member, the terms of his employment have not been revealed – but he is expected to get more than £1m a year in total.

And he will make up to £10m from his stake in the company when the deal goes through.

However, while they all enjoy bumper paydays, owners are plotting to save £100m a year through the deal, and last night official paperwork outlining the takeover said 6pc of the combined group’s 26,800-strong workforce could face the axe.

The biggest chunk of the cost cuts is a £44m saving from sharing technology, with another £30m to come from combining their trading, customer services, marketing and head office staff.

Ladbrokes Coral’s head office in central London is also likely to close.

[nurdin] 10/2/2018 09:15

Didnt know GVC are facing so many court actions.Would love to know what their legal bill is like!

[frankiethecabbie] 10/2/2018 08:29

From today's Times :Mr Alexander has called the takeover "a truly exciting prospect" that will propel GVC into the FTSE 100 only two years after it moved from the junior Aim market to the main market.Shareholders in Ladbrokes Coral will hold 46.5 per cent of the combined group on completion, expected in the second quarter, and GVC shareholders 53.5 per cent.In a trading update issued last night, Ladbrokes Coral said that its full-year operating profits were at "the top end of management expectations", with net revenues up 4 per cent.Digital revenues leapt by 17 per cent and retail operations were up 14 per cent. In the final quarter, net revenues rose 12 per cent driven by a 12-week run of favourable football results. The group declared a second interim dividend of 4p.

[speedsgh] 09/2/2018 20:53

Prospectus & Circular -

pg282, under GVC’S MATERIAL CONTRACTS...

13.13 Sale and Purchase Agreement for the sale of Headlong Limited
On 2 November 2017 GVC entered into a sale and purchase agreement (the “Sale Agreement”) with Ropso Malta Limited (the “Buyer”) and GVC Investments Limited, pursuant to which GVC Investments Limited agreed to sell the entire issued share capital of Headlong, comprising its Turkish facing operations, to Ropso Malta Limited (the “Disposal”). The Disposal completed on 19 December 2017.

The consideration for the Disposal took the form of a performance related earn-out payable monthly over a 5 year period up to a maximum of €150.0 million. The first payment was to fall due 5 days after the end of the second month following completion of the sale.

The Sale Agreement provides that following completion of the Disposal, GVC Investments Limited (the “Seller”) has the right to serve a ‘clean break’ notice on the buyer, notifying the buyer that on the date that is one month following service of the notice (“Clean Break Date”), the Buyer’s obligations to pay the consideration shall terminate.

On 21 December 2017 the Seller served a notice on the buyer and accordingly the Clean Break Date was 21 January 2018. Under the Sale Agreement the Clean Break Notice is revocable. In the Cooperation Agreement GVC has undertaken not to revoke the Clean Break Notice unless the Acquisition fails to become Effective. Given that the Clean Break Date fell before the date on which the first payment of consideration fell due, no consideration has been paid nor will any consideration be payable by the Buyer.

Under the Sale Agreement, the Seller provided an indemnity to Ropso Malta Limited in connection with certain potential Hungarian regulatory claims. The Seller’s liability under the indemnity is capped at €10.0 million. Other than in respect of this indemnity, GVC and GVC Investment Limited’s maximum liability under the sale and purchase agreement is capped at the total amount of consideration paid by the Ropso Malta Limited, which is nil.

On completion of the Disposal, Headlong entered into: (i) a transitional service agreement with GVC Services Limited whereby GVC Services Limited agreed to provide Headlong with various back office support services; and (ii) a transitional services agreement with ElectraWorks Limited whereby Headlong agreed to provide ElectraWorks with platform related services (together the “Transitional Service Agreements”). On 8 February 2018, GVC Services Limited and ElectraWorks Limited
served notice on Headlong to terminate the Transitional Service Agreements with effect from 31 March 2018.

[speedsgh] 09/2/2018 20:39

Prospectus & Circular -

starting pg274...

11.10 Greece: Tax assessment

Interim gaming licence
The regulation of gaming in Greece (and the tax regime applicable to gaming operators), has been in a state of uncertainty for many years. On 22 August 2011 the Greek government enacted its online gaming and video lottery terminal framework law 2011 (the “2011 Law”). The 2011 Law provided that gaming operators licensed in another EU Member State may continue operating in Greece under the condition they “voluntarily” submit to a “transitional period”, which would last until the Greek government issued licensing conditions and opened a tender process.

Greek gambling laws prior to enactment of the 2011 Law had been subject to review and challenge by the European Commission for their alleged infringement of EU law, and the Greek Government faced criticism for not taking account of this review and challenge when it enacted the 2011 Law.

The 2011 Law was also challenged by industry bodies, the European Gaming and Betting Association and the Remote Gambling Association.

In December 2011, the Greek Gambling Commission announced that the application window for the “transitional period” would expire by the end of 2011, giving operators a very short period to apply for an interim licence. Core elements of the licensing regime and how they would be applied were still unclear at that time and there were doubts about the regulatory framework’s compliance with EU principles. As a result many operators declined to apply for an interim licence.

Despite these regulatory uncertainties, one of GVC’s current subsidiaries, Sportingodds Limited (“SPODDS”) (which was at that time owned by Sportingbet) was successful in securing a Greek interim licence and has since that time offered online gaming services to players resident in Greece on that basis.

Tax assessment
On 25 January 2018 GVC announced that one if its subsidiaries, Sportingodds Limited (“SPODDS”), had received a tax audit assessment notice (the “Assessment”) from the Greek Audit Centre for Large Enterprises (the “Authority”) in respect of fiscal year 2010 and 2011 (the “Period”). During the Period SPODDS was owned by Sportingbet, prior to the acquisition of Sportingbet by GVC in 2013.

The total amount of the Assessment is €186.77 million. The Assessment claims that Greek corporate income tax, Greek gaming tax and withheld player winnings tax plus significant surcharges are owed by SPODDS to the Authority. The total Assessment amount is substantially higher (by a number of multiples) than the total Greek revenues generated by SPODDS during the Period.

Based on the advice received by SPODDS from its Greek tax advisers, the GVC Board believes that SPODDS has strong grounds to appeal the Assessment. An appeal was filed by SPODDS with the Authority on 29 January 2018 (the “Lodged Appeal”).

The basis of the Lodged Appeal centred on Greece’s lack of taxing rights, the method of calculation of the corporate income tax, gaming tax and customer winning withholding tax liability of SPODDS, the obligation to report and pay customer winnings withholding tax and whether the Greek rules respect the EU legal framework.

The appeal process is expected to be conducted through the Greek courts and may take several years to complete if the appeal process has to be exhausted.

SPODDS is currently in discussions with the Authority to enter into a payment scheme, whereby funds are paid to the Authority and held on account of the Assessment. Under the scheme SPODDS would pay to the Authority approximately €7.8 million a month over a 24 month period (the “Payment Scheme”). Entering into the Payment Scheme is not an admission that the Assessment is correct. SPODDS will seek to recover such payments from the Authority. The benefits of the Payment Scheme are that it ensures that the Greek authorities cannot seize the assets of SPODDS situated in Greece preventing it from operating and reduces the risk of any criminal proceedings in Greece in connection with Assessment being successful against the current and former directors and Greek representatives of SPODDS. SPODDS is seeking to agree the terms of the Payment Scheme within the three week period following the date of this document.

If SPODDS cannot or does not enter into the Payment Scheme which it is seeking to agree with the Authority (or another form of payment scheme, for example the payment to the Authority of approximately €15.6 million a month over a 12 month period, a payment scheme which is currently available to SPODDS) and does not pay the amount of the Assessment pending completion of the Lodged Appeal, SPODDS will be exposed to the risks of criminal proceedings and asset seizure referred to above.

The GVC Board strongly disputes the basis of the Assessment calculation, believing the assessed quantum to be inaccurate and is confident in the grounds of appeal. However, considering that SPODDS has now implemented a potentially lengthy appeal process, the GVC Board is considering either including a provision of up to approximately €200 million in GVC’s 2017 financial accounts to cover the Period and up to the end of 2017 (the “Provision”) or treating it as a contingent liability with appropriate disclosure.

In the event that SPODDS is wholly or partially unsuccessful with its Lodged Appeal, it is likely that SPODDS will need to pay all or part of the Assessment (which includes surcharges), less any amounts already paid under the Payment Scheme. If such Assessment is not paid, then SPODDS may have its Greek (and potentially any EU) assets seized by the Greek authorities, which would result in it having to cease operations and wind up its business. The former and present directors and Greek representatives of SPODDS may also have their Greek (and potentially any EU) assets seized by the Greek authorities, and may also be subject to criminal proceedings in Greece.

Impact
If the GVC Directors conclude that a Provision is required, GVC would incur a charge of up to approximately €200 million to its income statement for the year ended 31 December 2017 and would reduce net assets as at 31 December 2017 by a corresponding amount. In such circumstances, should the Lodged Appeal be successful, and SPODDS is able to recover any payments made under the Payment Scheme, the Enlarged Group’s net assets would be increased by the amount of such recovered payments in the period that the GVC Directors believe that any such amounts are recoverable.

[speedsgh] 09/2/2018 17:42

Combined Prospectus and Class 1 Circular -

Prospectus & Circular -

DIVIDEND POLICY
Following the Effective Date and subject to the approval of the GVC Board, GVC intends to continue with a progressive dividend policy. It is expected that payments will be biannual, with an approximate split of 40 per cent: 60 per cent. between the interim and final payment. Furthermore, the GVC Directors will also consider returning any future excess cash to shareholders in the form of special dividends and/or share buybacks. Excess cash will be determined by the capital requirements of the business, together with the trading outlook at the appropriate time. This approach is consistent with GVC’s post-Acquisition growth strategy, which balances returns to shareholders with the need to retain sufficient funds to drive growth and reduce leverage.

[noujay] 09/2/2018 17:42

Thanks mylands completely missed it. Shortly to be one money making machine with a bit of luck.Good to see them effect the synergies on Lads Coral ahead of schedule, shows there's plenty of relevant talent on their side of the deal too.

[mylands] 09/2/2018 16:42

No one read the trading update from LCL, which was realeased at 16.31pm?

Firing on all cylinders!

Highlights:

-- The Group is extremely pleased to announce that Full year Group Operating Profit was at the top end of management expectations

-- Full year Group net revenue +4%, with Digital net revenue +17% and European Retail net revenue +14%

-- Second interim dividend of 4p announced, reflecting the strong end to the financial year

Trading update

Quarter 4 (1)(2)

Total Group net revenue was 12% ahead of last year. Sports gross win margins in Q4 were strong, primarily driven by a 12 week run of favourable football results in both the UK and Italy. The higher levels of sports gross win margins helped drive strong growth in UK Retail Like-For-Like ("LFL") OTC net revenue (+10%), European Retail net revenue (+40%) and Digital sportsbook net revenue (+50%) but also resulted in reduced levels of customer recycling which dampened stakes growth. LFL UK Retail machines net revenue was 1% behind last year, while Digital gaming net revenue, which was 2% behind, was adversely impacted by 3 platform outages that occurred in Q4, and also the reduced levels of cross-sell from sports to gaming as a result of the high sports gross win margins. This resulted in LFL UK Retail total net revenue 3% ahead of last year and Digital total net revenue up 23%.

Full Year

Full year Group Operating Profit was at the top end of management expectations, driven by the strong growth in Digital and European Retail and the slightly higher level of merger synergies in 2017 than previously guided.

Current Trading

2018 trading has started well and is in-line with management expectations.

Synergy Guidance

Detailed synergy delivery plans now enable provision of a more accurate phasing and divisional split. In 2017 GBP50m of synergies were delivered, GBP5m ahead of previous guidance. This GBP5m increase helped offset the adverse impact of softer volumes in UK Retail machines. The synergy phasing for 2018 is now expected to be GBP125m (previously guided at GBP130m), with no change to the 2018 synergy exit rate, which will deliver GBP150m of synergy benefits in 2019. The divisional split of synergy delivery is now: 55% UK Retail, 40% Digital and 5% Corporate.

Notes:

(1) 2017 results are unaudited and include results for Ladbrokes Coral for the period 1/10/17 - 31/12/17. 2016 proforma results include results for both Ladbrokes PLC and the Coral Group for the period 1/10/16 - 31/10/16 and for Ladbrokes Coral for the period 1/11/16 - 31/12/16 . Both 2017 and 2016 exclude all results from the 360 shops that Ladbrokes Coral was required to sell as part of the CMA's remedy findings into the merger of Ladbrokes PLC and the Coral Group

(2) UK Retail KPIs are stated on a like-for-like basis which adjusts for shop closures

Dividend

The Ladbrokes Coral Board today announces a second interim dividend for the year ended 31 December 2017 of 4p per share (the "Dividend"). This is an amount equal to the amount that the final dividend for the year ended 31 December 2017 would have been had the proposed acquisition of Ladbrokes Coral by GVC not been scheduled to complete prior to the announcement of that final dividend. The Dividend will be payable on 23 March 2018 to shareholders on the register on 9 March 2018 (being one Business Day after the ex-dividend date of 8 March 2018). As a result of this Dividend, the Ladbrokes Coral Board does not intend to declare a final dividend for the year ended 31 December 2017.

[srpactive] 09/2/2018 13:36

N

Thank you.

[noujay] 09/2/2018 13:28

GVC have a decent slug of the market, and the market is showing big growth. Only positive.

[srpactive] 09/2/2018 13:26

s

Yes quite right, that is what I thought I stated, sorry
for any confusion. All good I feel, is the Winter Olympics
a good revenue stream for gvc anyone?

[woodhawk] 09/2/2018 13:02

TEB thanks for your concern, but my spreadbets are fairly small. I've been doing well, but I'm a relative beginner, so fairly cautious. I closed the GVC long for a tiny profit this morning (so it'll probably put on 5% now!!)