Betfair : Offer Update

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27 Nov 2015

RECOMMENDED ALL-SHARE MERGER OF
PADDY POWER PLC ('PADDY POWER') AND BETFAIR GROUP PLC ('BETFAIR')

Publication of Scheme Document

On 8 September 2015, the Boards of Betfair Group plc ('Betfair') and Paddy Power plc ('Paddy Power') announced that they had reached agreement on the terms of a recommended all-share merger by way of an acquisition by Paddy Power of Betfair (the 'Merger'), to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme').

The Board of Betfair today announces the publication of a circular (the 'Scheme Document'), which will be posted to the holders of shares in Betfair ('Betfair Shareholders'), together with associated forms of proxy. The Scheme Document contains notices convening a court meeting (the 'Court Meeting') and a general meeting of Betfair Shareholders (the 'Betfair General Meeting') to allow Betfair Shareholders to vote on the resolution required to approve and implement the Scheme. The Scheme Document also contains, amongst other things, a letter from the chairman of Betfair, the full terms and conditions of the Scheme, a statutory explanatory statement, an expected timetable of principal events, and details of the actions to be taken by Betfair Shareholders.

The expected timetable of principal events is attached as an appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

To become effective, the Scheme will need to be approved at the Court Meeting and will require the passing of a special resolution at the Betfair General Meeting, as described in the Scheme Document. The Scheme is also subject to the satisfaction or, if capable of waiver, waiver of the other conditions set out in Part 3 of the Scheme Document.

Notices for the Court Meeting and the Betfair General Meeting are set out in the Scheme Document. The Court Meeting and the Betfair General Meeting are to be held at the offices of Betfair Group plc located at Waterfront, Hammersmith Embankment, Chancellors Road (access on Winslow Road), London W6 9HP, on Monday, 21 December 2015. The Court Meeting will start at 11.00 a.m. on Monday 21 December 2015 and the Betfair General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Holders of options and awards under the Betfair Share Plans will be sent further details of the impact of the Scheme on their options and awards (and any alternatives available to them) shortly following this announcement.

Paddy Power has today published a circular to its shareholders convening a general meeting to vote on the resolutions required to approve and implement the Merger (the 'Paddy Power General Meeting'). The Paddy Power General Meeting is anticipated to take place on the same day as the Court Meeting and the Betfair General Meeting.

Paddy Power will also shortly publish its prospectus (the 'Prospectus') relating to the new Paddy Power Betfair shares to be issued to Betfair Shareholders by Paddy Power in connection with the Merger. The Prospectus will also be posted to Betfair Shareholders.

Betfair Shareholders should carefully read the Scheme Document and Prospectus in their entirety before making a decision with respect to the Scheme.

The Scheme Document (and any information incorporated into it by reference to another source) and the Prospectus will be made available on Betfair's website at http://corporate.betfair.com/merger and additional hard copies may be requested by contacting Betfair's registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or, between 8.30 a.m. and 5.30 p.m. on Monday to Friday (except UK public holidays), on 0370 707 4010 from within the UK or on +44 370 707 4010 from overseas if calling from outside the UK, with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes). You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

Terms and expressions used in this announcement shall, unless defined herein or the context otherwise requires, have the same meanings as given to them in the Scheme Document.

For more information, please contact:

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