Ladbrokes : Completion of Merger

Ladbrokes Coral Group plc
(Incorporated in England and Wales)

Company Number: 00566221

LSE Share Code: LCL

ISIN: GB00B0ZSH635

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH A JURISDICTION.

1 November 2016

LADBROKES CORAL GROUP PLC
(the 'Company')

Completion of Merger

Further to the announcement on 27 October 2016 of the publication of the Prospectus and the announcement on 31 October 2016 in relation to the Company's change of name, the Company is pleased to announce the completion of the merger of Ladbrokes with certain businesses of Gala Coral Group Limited ('Gala Coral'), including Coral Retail, Eurobet Retail and Gala Coral's online businesses (the 'Merger').

With effect from 8.00 a.m. today:

· the listing of the Company's 1,050,455,117 Existing Ordinary Shares was cancelled (as a result of the Merger's classification as a reverse takeover under the Listing Rules of the UKLA);

· the Company's 1,050,455,117 Existing Ordinary Shares were readmitted to the premium listing segment of the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities; and

· 866,518,803 Consideration Shares and 29,174,406 Playtech Shares were admitted to the premium listing segment of the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities.

Commenting on the completion of the Merger, Ladbrokes Coral Chairman, John Kelly said:

'In uniting these two businesses we are bringing together some of the best known and admired brands in betting and gaming.

We believe that no other gambling business has such a strong heritage, with brands that enjoy such broad appeal and a presence that is woven into the fabric of the UK culture as well as overseas regulated markets.

Together, we have the opportunity to grow the business building on our scale, the digital opportunity we have in our markets, our international presence and through delivery of significant synergy savings.

We have a strong management team in place and are already well placed to set about the creation of a new business with a clear focus on delivering the opportunities the completion of the merger offers us.'

Jim Mullen, Ladbrokes Coral Chief Executive, said:

'This is a historic day for the Company and one which marks the start of an exciting journey for the business. Both Ladbrokes and Gala Coral have demonstrated their ability to compete hard and win in increasingly competitive markets.

This will be the attitude of the management team going forward, to compete hard and set about quickly establishing the business while delivering the synergies as quickly as possible. We have a strong management team in place and have worked hard to secure the best talent from across both businesses and externally. We are all excited by the opportunities that lie ahead.'

Carl Leaver, Ladbrokes Coral Executive Deputy Chairman, said:

'The team at Gala Coral has worked tirelessly to turn around the fortunes of the company over the last few years, and the business has been transformed into one of the best performing in the sector. Our merger with Ladbrokes brings new and exciting opportunities for both companies and, under the leadership of Jim Mullen, we are now in a position to make our ambition of creating the UK's leading betting and gaming business a reality.'

Board Changes

As previously announced in the Prospectus, the following changes to the board of directors of the Company have taken effect on Completion:

· Carl Leaver has become Executive Deputy Chairman;

· Paul Bowtell has become Chief Financial Officer; and

· Rob Templeman has become a Non-Executive Director.

As at today's date, the composition of the Audit, Nomination, Remuneration and Social Responsibility Committees of the board of directors are as follows:

· Audit Committee: Mark Pain (Chair), Christine Hodgson and Stevie Spring;

· Nomination Committee: John Kelly (Chair), Mark Clare, Christine Hodgson, Mark Pain, Stevie Spring and Rob Templeman;

· Remuneration Committee: Stevie Spring (Chair), Mark Clare, John Kelly, Christine Hodgson and Mark Pain; and

· Social Responsibility Committee: Mark Clare (Chair), Christine Hodgson and Stevie Spring.

Further to the information disclosed in the Prospectus and this announcement, there is no further information to be disclosed pursuant to Listing Rule 9.6.13R.

Total Voting Rights

In accordance with Disclosure Guidance and Transparency Rule 5.6.1R, as a result of the issues of ordinary shares described above, as at the date of this announcement the issued share capital and voting rights of the Company are as follows:

The above total voting rights figure (1,914,387,758) may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules (the 'DGTRs').

Change of website

The Company's website has changed to www.ladbrokescoralplc.com.

Regulatory disclosures

In connection with the Distribution (as defined in the Prospectus), it is expected that consecutive regulatory filings pursuant to the DGTRs will be made by Gala Group Finance Limited, Gala Electric Casinos Limited, Gala Coral Group Limited and GCG Manager S.A. LuxCo SCA ('Luxco') as the Consideration Shares are distributed through this chain of companies to the ultimate shareholders of Luxco in accordance with the process described in the Prospectus. Following the Distribution, regulatory filings may also be made by shareholders of Luxco holding the Consideration Shares if required by applicable law or regulation.

Enquiries

Ladbrokes Coral

For media enquiries:

Donal McCabe, Group Communications Director, 0208 515 5513

For investor enquiries:

Paul Tymms, Head of Investor Relations, 020 8429 7776

Greenhill(Lead Financial Adviser and Joint Sponsor to the Company)

David Wyles

Pieter-Jan Bouten

Michael Lord

+44 (0) 20 7198 7400

UBS(Financial Adviser, Broker and Joint Sponsor to the Company)

William Vereker

John Woolland

Jonathan Retter

+44 (0) 20 7567 8000

Notes

The definitions in the Prospectus also apply to this announcement unless the context requires otherwise.

Forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company.

These statements, which contain the words 'anticipate', 'believe', 'intend', 'estimate', 'expect', 'may', 'will', 'seek', 'continue', 'aim', 'target', 'projected', 'plan', 'goal,' 'achieve' and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the control of the Company, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, Greenhill & Co. International LLP ('Greenhill') and UBS Limited ('UBS') and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You are advised to read this announcement and the Prospectus in its entirety for a further discussion of the factors that could affect the future performance of the Company. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Notice to all investors

This announcement, and the information contained herein, is not for publication, distribution or release directly or indirectly in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of such a jurisdiction.

The Existing Ordinary Shares, the Consideration Shares and the Playtech Shares have not been and will not be registered under applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa. Subject to certain exceptions, theExisting Ordinary Shares, the Consideration Shares and the Playtech Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, within, into or in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

The Existing Ordinary Shares, the Consideration Shares and the Playtech Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Existing Ordinary Shares, the Consideration Shares and the Playtech Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon, determined or endorsed the merits of the Merger. Any representation to the contrary is a criminal offence in the United States. No public offering of the Consideration Shares or the Playtech Shares is being made in the UK, the United States, any other Excluded Territory or elsewhere.

Greenhill is authorised and regulated by the FCA in the UK. Greenhill is acting for the Company and for no one else in connection with the Merger and Admission and will not regard any other person as a client in relation to the Merger and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Greenhill, nor for providing advice in connection with the Merger, Admission or any other matter, transaction or arrangement referred to herein.

UBS is authorised by the PRA and regulated by the FCA and the PRA in the UK. UBS is acting for the Company and for no one else in connection with the Merger and Admission and will not regard any other person as a client in relation to the Merger and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS, nor for providing advice in connection with the Merger, Admission or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill and/or UBS in their capacities as joint sponsors by the FSMA or the regulatory regime established thereunder, neither Greenhill nor UBS accept any responsibility or liability whatsoever for the contents of the Prospectus, including its accuracy, completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Ladbrokes Group, the Coral Group, the Ordinary Shares (including the Consideration Shares and the Playtech Shares) the Merger, or Admission. Each of Greenhill and UBS and each of their respective subsidiaries, branches and affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the Prospectus or any such statement. Nothing in the Prospectus excludes, or attempts to exclude, the liability of Greenhill or UBS for fraud or fraudulent misrepresentation.