Other Notices
FANDUEL LIMITED
(Registered in Scotland under the Companies Act 1985 with registered number SC333797)
NOTICE IS HEREBY GIVEN that a Petition was presented to the Court of Session (the "Court") on 10 January 2017 by FanDuel Limited (the "Company"), a private limited company incorporated under the Companies Act 1985, with its registered office at c/o Shepherd and Wedderburn LLP, 1 Exchange Crescent, Conference Square, Edinburgh EH3 8UL, United Kingdom, for sanction of a Scheme of Arrangement (the "Scheme") pursuant to Part 26 of the Companies Act 2006 (the "Companies Act") between the Company and the holders of the Scheme Shares (as defined in the Scheme) (the "Scheme Shareholders").
The Scheme is to effect the acquisition (the "Acquisition") by EC Holding Company Inc. of the entire issued share capital of the Company.
Meetings of seven classes of the Scheme Shareholders were held under the authority of the Court on 23 February 2017 (the "Court Meetings"). The holders of those classes of shares voted to approve the Scheme at the Court Meetings and the holders of certain other classes of shares in the Company have consented in writing to the Scheme. In addition, at a general meeting of the Company (which was also held on 23 February 2017), the Company passed the special resolution relating to the Scheme which is set out in the Circular referred to below.
Following the Court Meetings, the Court ordered that the Petition should be advertised once in each of The Edinburgh Gazette, The Scotsman and The Financial Times (UK and international editions) newspapers and appointed all persons having an interest to lodge written answers to the Petition, if so advised, in the hands of the Clerk of Court, Court of Session, Parliament House, Parliament Square, Edinburgh EH1 1RQ within 21 days of the last of those advertisements.
A copy of the Scheme and a copy of the explanatory statement required to be furnished pursuant to section 897 of the Companies Act are incorporated into a document (the "Circular") which was issued to, amongst others, Scheme Shareholders in advance of the Court Meetings. Further copies of the Circular can be obtained by any Scheme Shareholder by submitting a request in writing to FanDuel Limited, c/o Shepherd and Wedderburn LLP, 1 Exchange Crescent, Conference Square, Edinburgh EH3 8UL, United Kingdom. The Circular may also be inspected at the following locations during any weekday (public holidays excepted): (1) the registered office of the Company, as specified above; (2) the London office of the Company's United Kingdom legal advisers, Shepherd and Wedderburn LLP, Condor House, 10 St. Paul's Churchyard, London EC4M 8AL, United Kingdom; and (3) the New York offices of the Company's US legal advisers, Wilson, Sonsini, Goodrich & Rosati, 1301 Avenue of the Americas, 40th Floor, New York, NY, 10019 United States of America. Alternatively, if a Scheme Shareholder is unable to attend any of the locations listed above, that Scheme Shareholder may contact Sunjay Mathews (email: sunjay.mathews@fanduel.com; telephone: (001) 973 464 6905) or David VanEgmond (email: david.vanegmond@fanduel.com; telephone: (001) 313 655 4864) to arrange for electronic access to the Circular to be provided.
The Court hearing at which it will be proposed that the Court will sanction the Scheme will be held at the Court of Session, Parliament House, Parliament Square, Edinburgh EH1 1RQ shortly after all of the conditions to the Acquisition have been satisfied or, where appropriate, waived.
Any Scheme Shareholder or person who considers he or she has an interest in the Scheme (each an "Interested Party") and who is concerned that the Scheme may adversely affect them is entitled to be heard by the Court.
If an Interested Party wishes to raise concerns in relation to the Scheme with the Court or appear at the Court hearing, he or she should seek independent legal advice and lodge written answers to the Petition with the Court at the above address within the period 21 days from the last date of advertisement and pay the required fee. Written answers are a formal Court document which must comply with the rules of Court and are normally prepared by Scottish counsel.
The Court may consider written objections which are not in the form of written answers and/or allow an Interested Party who has not lodged written answers to appear at the Court hearing. Each Interested Party should note that, although it is the practice of the Court to consider informal objections made in person or in writing, the decision to do so is ultimately at the discretion of the Court, and the Court might require an Interested Party to lodge written answers in order to object to the Scheme and/or appear at the Court hearing.
Dated: 28 February 2017
Shepherd and Wedderburn LLP
1 Exchange Crescent
Conference Square
Edinburgh, EH3 8UL
United Kingdom
Solicitors for the Company