ASX ANNOUNCEMENT Court approves the issue of the Centrebet Scheme

275 Pages·2011·5.35 MB·English

13 July 2011

ASX ANNOUNCEMENT

y Court approves the issue of the Centrebet Scheme Booklet and orders the
convening of the Scheme Meetings
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First Court Hearing Approval

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Centrebet International Limited (Centrebet) today advises that the Federal Court of Australia has
approved the distribution of Centrebet’s Scheme booklet (Scheme Booklet) to shareholders and
performance rightholders (Securityholders).

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The Federal Court has also ordered that Centrebet convenes the Scheme meetings (Scheme Meetings)
for Securityholders to vote on the two inter-conditional schemes of arrangement (Schemes) which, if
sapproved and subsequently implemented, will result in Sbet Australia Pty Limited, a wholly owned
subsidiary of Sportingbet plc (Sportingbet), acquiring all of the issued shares and performance rights
u(Centrebet Securities) in Centrebet.

In addition, the Scheme Booklet has been registered with the Australian Securities and Investments
Commission and is attached to this announcement.
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aUnanimous Recommendation

The Scheme Booklet confirms the Centrebet Board’s previously announced unanimous
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recommendation that Securityholders approve both of the Schemes in the absence of a superior
proposal. Furthermore, as publicly announced on 26 May 2011, the Kafataris family (together holding
approximately 59.44% of all shares), along with each of the Directors intend to vote all Centrebet
o Administration
Securities held or controlled by them in favour of the applicable Scheme at the Scheme Meetings, in
Office Address:
the absence of a superior proposal.
110-116 Bourke Road
s Alexandria
NSW 2015
Under the terms of the Schemes, Securityholders will receive a cash consideration of $2.00 for each
AUSTRALIA
Centrebet Security held (Cash Component).
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Postal Address:

Locked Bag 5001
eIn addition to the Cash Component, Securityholders will receive a Litigation Claim Right and a Litigation Alexandria
NSW 2015
Claim Unit in respect of each Centrebet Security held (together with the Cash Component, collectively
AUSTRALIA
Scheme Consideration) which will entitle Securityholders to 90% of the potential net proceeds of
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Centrebet’s proposed GST litigation claim (Litigation Claim), if that claim is successful.
[phone]

Facsimile:
Independent Expert
[phone]

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Betting and Call Centre
The Centrebet Board commissioned Lonergan Edwards & Associates Limited (Independent Expert) to

oprovide an Independent Expert’s report in relation to the Schemes. Postal Address:
PO Box 1462

Alice Springs
The Scheme Booklet contains the Independent Expert’s report, which has concluded that “the Schemes NT 0871
F AUSTRALIA
are fair and reasonable and in the best interests of Centrebet Securityholders in the absence of a

superior proposal”. Telephone:
[phone]

The Independent Expert has assessed the Schemes both: Facsimile:
[phone]
 on the basis of the Cash Component only (i.e. not taking into consideration any net economic
CENTREBET International
benefits that may arise from the Litigation Claim); and
Limited
 considering the whole of the Scheme Consideration (i.e. taking into consideration any net ABN 55 066 441 067
economic benefits that may arise from the Litigation Claim).
The Independent Expert has assessed the value of Centrebet’s Securities, on a 100% controlling
interest basis, to be in a range of $1.92 and $2.16 (relative to the Cash Component of $2.00 per
Security).
Scheme Booklet and Key Dates

The Scheme Booklet is expected to be despatched to Centrebet Securityholders on or around 18 July
2011. The Scheme Booklet is also available on Centrebet’s website at http://investor.centrebet.com/.
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Key dates1 are expected to be as follows:
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Proxies for Scheme Meetings to be received from
7.00 pm, Monday, 15 August 2011
Securityholders
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Time and date for determining eligibility to vote
7.00 pm, Monday, 15 August 2011
at the Scheme Meetings
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Share Scheme Meeting followed by Performance
10.00 am, Wednesday, 17 August 2011
Right Scheme Meeting
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Second Court Date for approval of the Schemes Monday, 22 August 2011
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Suspension of Centrebet Shares from ASX trading Close of trade, Tuesday 23 August 2011

Record Date Tuesday, 30 August 2011
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Implementation Date of the Schemes
Wednesday, 31 August 2011
nProvision of Scheme Consideration Thursday, 1 September 2011

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Scheme Conditions

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The Schemes are subject to a number of conditions (see Section 10.1 of the Scheme Booklet).

rAt this time, a number of these conditions have been satisfied, including: the Independent Expert
having opined that the Schemes are in the best interest of Securityholders; ACCC confirming that it has
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no objection to the Schemes; completion of Sportingbet plc fundraising and shareholder approval; the
entry into all of the Litigation Claim documentation and all Optionholders having agreed with
pCentrebet and Sportingbet for their respective Options to be cancelled or transferred if the Schemes
become effective.

As at the date of this Scheme Booklet, Centrebet is not aware of any circumstances that would cause
rany of the outstanding conditions of either Scheme not to be satisfied or waived.

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Action Required

FThe Centrebet Board strongly believes that this proposal is a matter of importance for all
Securityholders and therefore encourages all Securityholders to vote at the Scheme Meetings.

The Scheme Meetings will be held at 10.00 am (Sydney time) on Wednesday, 17 August 2011 at the
Justice and Police Museum, at the corner of Albert and Phillip Streets, Circular Quay, Sydney.

All Securityholders are advised to read the Scheme Booklet in its entirety before deciding whether or
not to vote in favour of either or both of the Schemes, to the extent that they are entitled to do so.

1 The dates stated are indicative only and subject to change
Securityholders can vote by either attending the Scheme Meetings in person or by proxy if unable to
attend the Scheme Meetings. Details on how to vote at the meetings are set out in Section 4 of the
Scheme Booklet.

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If you have any questions about your Centrebet Securities or any other matter in the Scheme Booklet,
please call your investment advisor or the Centrebet information line on 1300 664 434 (toll free in
lAustralia) or [phone] (if overseas) between 9.00 am and 5.00 pm (Sydney time), Monday to
nFriday.

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For enquiries please contact:

Michael McRitchie John Frey
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Managing Director Cosway Australia
Centrebet International Limited 0411 361 361
s(02) 9206 8933

Ron Malek Roger Feletto Bryan Pearson
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Co-Chief Executive Managing Director Principal
Greenhill Caliburn Greenhill Caliburn Greenhill Caliburn
[phone] [phone] [phone]

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About Centrebet
Centrebet commenced operations in 1992 and in 1996 was the first licensed bookmaker in the Southern
Hemisphere to offer online sports betting. Centrebet is now a leading International online wagering and
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gaming operator offering fixed odds betting on a wide variety of Australian and International sporting,
racing, entertainment and political events, as well as online poker and casino products. Online poker and
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casino products are not offered to Australian residents due to regulatory considerations.
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centrebet International limited (AcN 066 441 067)
y scheme booklet
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For recommended Schemes for Sbet Australia Pty Limited (ACN 149 603 494),
a wholly-owned subsidiary of Sportingbet plc (UK company number 03534726),
to acquire all of your shares and performance rights in Centrebet International Limited
(ACN 066 441 067) by way of two separate Schemes of Arrangement.
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Vote in faVour
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F The Centrebet Board unanimously recommends that you vote in favour of the Schemes,
in the absence of a Superior Proposal.
Financial Advisor legal Advisor
this document is important and requires your immediate attention. It should be read in its entirety. If you are in doubt as to what you should do or how to deal
with this document, you should consult your legal, financial or other professional advisor.
centrebet Information line: 1300 664 434 (toll free in Australia) or [phone] (if overseas) between 9.00 am and 5.00 pm (sydney time), monday to Friday.
If you have recently sold all of your shares and/or all of your Performance Rights, please disregard this document.
ImPoRtANt NotIce
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Purpose of Scheme Booklet this scheme booklet should not but makes no representation Neither P.t. limited, the security
this scheme booklet is dated be relied upon as the sole basis and gives no assurance or trustee, nor any of its related
13 July 2011 and is the explanatory for any investment decision in guarantee that the occurrence of bodies corporate, officers
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statement required to be sent to relation to either or both of the the events or the achievements or employees has prepared
securityholders under Part 5.1 of schemes, your shares or your of results expressed or implied or reviewed or assumes any
the corporations Act in relation to Performance Rights. before making in such statements will actually responsibility for the content of
the schemes. the purpose of this any investment decision in relation occur. sportingbet believes that this scheme booklet other than
scheme booklet is to explain the to either or both of the schemes, the expectations reflected in section 9.6.
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effect and terms of the schemes your shares or your Performance the sportingbet Information Neither the collection Agent
and the manner in which the Rights, including any decision to are reasonable, but makes no or Unit trustee, nor any of its
schemes will be implemented vote in favour of or against any representation and gives no related bodies corporate, officers
s(if approved) and to provide or all of the scheme Resolutions assurance or guarantee that the or employees has prepared
information as is prescribed or pertaining to either or both of the occurrence of the events or the or reviewed or assumes any
otherwise materially relevant to schemes, you should consider, achievements of results expressed responsibility for the content of
uthe decision of: with or without the assistance of or implied in the sportingbet this scheme booklet other than
– shareholders regarding whether an appropriate advisor, whether Information will actually occur. section 9.5.
to approve the share scheme; that decision is appropriate in You are cautioned not to place
aSiC and aSX
and light of your particular investment undue reliance on any forward
– P erformance Rightholders needs, objectives and financial looking statements, and all AscshIcem hea sb roeovkielewt eadn da tchoips ys cohf ethmise
lregarding whether to approve circumstances. If you are in any subsequent written or oral forward booklet has been registered
the Performance Right scheme. doubt about what you should looking statements attributable by AsIc on 13 July 2011 in
a do, you should seek independent to centrebet or sportingbet or
this scheme booklet is not a accordance with section 412(6)
financial and taxation advice before any person acting on their behalf,
product disclosure statement of the corporations Act. Neither
making any investment decision are qualified by this cautionary
or other form of disclosure AsIc nor any of its officers are
in relation to either or both of statement.
ndocument for the purposes of the responsible for the contents of this
corporations Act. the schemes, your shares or your subject to any continuing scheme booklet.
Performance Rights. obligations under law, the
read entire Scheme Booklet centrebet has asked AsIc to
forward Looking Statements corporations Act or the AsX
osecurityholders are encouraged certain statements in this listing Rules or as contemplated in provide a statement, in accordance
to read this scheme booklet in its with section 411(17)(b) of the
scheme booklet relate to the section 11.24, neither centrebet
entirety before making a decision corporations Act, to the effect that
future. All statements other nor sportingbet gives any
on whether or not to vote in AsIc has no objection to either
sfavour of any or all of the scheme than statements of historical fact undertaking to update or revise any or both of the schemes. AsIc’s
are, or may be deemed to be, forward looking statements after
Resolutions to be considered at policy in relation to statements
forward looking statements. these the date of this scheme booklet, to
either or both of the scheme under section 411(17)(b) of the
statements may sometimes be reflect any changes in expectations
rmeetings. If you are in doubt you corporations Act is that it will not
identified by the use of forward in relation thereto or any change in
should consult your legal, financial provide such a statement until the
looking words such as “believe”, events, conditions or circumstances
eor other professional advisor. second court Date. this is because
“aim”, “expect”, “anticipate”, on which any such statement is
Glossary and Defined terms “intending”, “foreseeing”, “likely”, based. AsIc will not be in a position to
p tmttAshhhc eieehnsa eudGsnmmocilnohcebgesu essbmm.ra o treoeoyh nf bk eittnlosees eortsr m ekehaplcrasere tvtuio eo. lsdi mnsesut pdae1ce n2deincy doi i an toflh f is ““wtsghesopohasaotrotl risdmud tsoilend.a rssgt” cee,bi rm”“xei,bp pit“lel’aesap r cncoolytntbea,e ejtsnenditotcta”rint,tea ies“vlb” mmeae osrtea,e’r ysnp ”sotol,isa mrr n misla, ary rtbiontoefseh ecsreb pn ioecto snapne rtrrnsrdeeeit plbaarbaeintelerbidtetde. y di Ntsb fbItooenhydifr eto cih eirrneesme rfncso astportrpoirmeoponbnaorse titrhbtiian oaialtgsinent by,d e t aostwshcdepihalvcplte oi posmsnerrto datetu tdh cepnuemrio ctocyeuec ornteittouts ,D tsr oot.t ha b Iuftte shenAene.t r si clvc Icieeto n thuphtarrresote ebhvoinaenddtt ei t rshae ne
rin some of the Annexures to be forward looking statements. directors, officers or advisors A copy of this scheme booklet has
this scheme booklet have their All forward looking statements in assume any responsibility for the been lodged with AsX. Neither
oown defined terms, which are this scheme booklet (other than accuracy or completeness of the AsX nor any of its officers are
sometimes different from those the sportingbet Information and centrebet Information or the responsible for the contents of this
in the Glossary. Unless otherwise the Independent expert’s Report) Annexures. scheme booklet.
stated, all data contained in charts, reflect the current expectations the shares will continue to be
Fgraphs and tables is based on of centrebet concerning future the sportingbet Information has quoted on AsX if either or both of
information available at the date results and events of centrebet. All been provided by sportingbet and the schemes are not approved by
of this document. All numbers forward looking statements in the is the responsibility of sportingbet. the relevant securityholders.
are rounded unless otherwise sportingbet Information reflect the Neither centrebet nor its related
indicated. current expectations of sportingbet bodies corporate, directors,
officers or advisors assume any
investment Decisions concerning future results and
responsibility for the accuracy or
this scheme booklet has been events of sportingbet.
completeness of the sportingbet
prepared without reference to the Any forward looking statements Information.
investment objectives, financial in this scheme booklet are made,
situation, tax position or particular and reflect views held, only the Independent expert has
needs of any securityholder or as at the date of this scheme prepared an Independent expert’s
any other particular person. other booklet. centrebet believes that Report set out in Annexure e and
than the Independent expert’s the expectations reflected in takes responsibility for that report
Report, the information contained any forward looking statements only. the Independent expert does
in this scheme booklet does not included in this scheme booklet not assume any responsibility for
constitute financial product advice. (other than the sportingbet the accuracy or completeness of
any other information set out in
Information and the Independent
this scheme booklet or any of the
expert’s Report) are reasonable,
other Annexures.
1

tAble oF coNteNts
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Court the primary purpose of collecting Important Notice IFc
Important Notice associated this information is to assist
o with Court Order under centrebet in the conduct of either table of contents 1
Section 411(1) of the or both of the scheme meetings centrebet chairman’s letter 2
Corporations Act and to enable either or both of
Under subsection 411(1) of tinh eth sec hmeamnnees rt od ebsec rimibepdle min etnhtise d key Dates 3
the Corporations Act, the
scheme booklet. 1. matters relevant to your vote on the schemes 6
e Court has ordered that Scheme
Meetings be convened and has the collection of this personal 2. Your questions answered 14
approved this Scheme Booklet information is authorised by
to accompany the notices of the the corporations Act. Personal 3. Details of the schemes 24
s meetings. The Court: information may be disclosed
to the share Registry, to print 4. the scheme meetings and how to vote 27
(a) h as not formed any view as
and mail service providers, to
u to the merits of the proposed authorised securities brokers, 5. centrebet Information 30
Schemes or as to how
sportingbet and to related bodies
Securityholders should vote 6. sportingbet Information 34
corporate of centrebet and
(on this matter Securityholders
sportingbet. securityholders 7. taxation considerations 40
must reach their own decisions);
have the right to access personal
or
l information that has been collected. 8. Implementation of the schemes 49
(b) h as not prepared, nor is they should contact the share
a responsible for the contents Registry in the first instance if 9. the litigation claim 54
of, the Scheme Booklet. they wish to exercise this right.
10. material contract summaries 63
securityholders who appoint
n Shareholders outside australia a named person to act as their 11. Additional information 72
proxy, corporate representative
this scheme booklet is subject to
or attorney at either or both of the 12. Glossary 78
Australian disclosure requirements.
scheme meetings should ensure
o Financial information in this scheme that they inform that person of Annexure A: scheme Implementation Agreement 88
booklet has been prepared
the matters outlined above.
in accordance with Australian Annexure b: share scheme of Arrangement 145
Accounting standards and is Centrebet information Line
s presented in an abbreviated form and If you have any questions about Annexure c: Performance Right scheme of Arrangement 158
does not contain all of the disclosures your shares, your Performance
that are usually provided in a financial Rights or any other matter in this Annexure D: Deed Poll 171
r report prepared in accordance with scheme booklet, please call the Annexure e: Independent expert’s Report 181
the corporations Act. Australian centrebet Information line on
e disclosure requirements and 1300 664 434 (toll free in Australia) Annexure F: centrebet’s AsX announcements 254
Australian Accounting standards or [phone] (if overseas)
may be different from those between 9.00 am and 5.00 pm Annexure G: N otice of court ordered meeting
applicable in other jurisdictions. (sydney time), monday to Friday. of shareholders 257
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securityholders who are subject to Websites
Annexure h: N otice of court ordered meeting
taxation outside Australia should centrebet and sportingbet
consult their tax advisor as to maintain internet websites. Any of Performance Rightholders 260
the applicable tax consequences reference in this scheme booklet corporate Directory Ibc
of the scheme. to a website is a textual reference
r for information only and no part
this scheme booklet and the
or content of any such website
schemes do not, either individually
o does or will form part of this
or in combination, constitute an
scheme booklet.
offer to sell to securityholders or a
solicitation of an offer to purchase references to time
F from securityholders any securities All references to time in this
in centrebet or sportingbet in any scheme booklet are references
jurisdiction where such an offer or to the time in sydney, Australia.
solicitation would be illegal. references to Currency
Privacy References in this scheme booklet
centrebet, sportingbet and their to A$ or $ means a reference to
respective share registries may Australian dollars. References in
collect personal information in this scheme booklet to £ means a
the process of implementing reference to the pound sterling. An
either or both of the schemes. exchange rate of $1.00 being equal
this information may include the to £0.657 has been applied for the
names, contact details and security purposes of this scheme booklet.
holdings of securityholders and
the names of persons appointed
by securityholders to act as proxy,
corporate representative or
attorney at either or both of the
scheme meetings.
centrebet scheme booklet 2
“ The Board unanimously
recommends that
ceNtRebet
Securityholders approve
chAIRmAN’s
both of the Schemes in
letteR the absence of a Superior
Proposal. ”
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13 July 2011
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Dear securityholder, the Independent expert has concluded that “the schemes
are fair and reasonable and in the best interests of centrebet
As you will be aware, on 26 may 2011 centrebet International
o securityholders in the absence of a superior proposal”, both:
limited (Centrebet) announced that it had entered into
– on the basis of the cash component only (i.e. not taking
a scheme Implementation Agreement with sportingbet plc
into consideration any net economic benefits that may
and sbet Australia Pty limited (Sportingbet), under which
arise from the litigation claim); and
it is proposed sportingbet will acquire all of the ordinary
eshares and performance rights in centrebet (Centrebet – considering the whole of the scheme consideration
Securities) under two separate, inter-conditional schemes (i.e. taking into consideration any net economic benefits
of Arrangement (Schemes). that may arise from the litigation claim).
s
Under the terms of the schemes, shareholders and the Independent expert’s Report is included in Annexure e
Performance Rightholders (together Securityholders) will of this booklet and I strongly encourage you to read it, in
receive a cash consideration of $2.00 for each centrebet its entirety.
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security held (Cash Component) valuing centrebet equity
the schemes require the approval of the requisite majorities of
at approximately $184 million 1.
securityholders and the court. the scheme meetings, at which
In addition to the cash component, securityholders will securityholders are able to consider approving the schemes,
receive a litigation claim Right and a litigation claim Unit in will be held at 10.00 am on Wednesday, 17 August, 2011. If
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respect of each centrebet security held (together with the you are unable to attend on this day, I encourage you to vote
a
cash component, Scheme Consideration) which will by completing the enclosed personalised proxy form for the
entitle securityholders to 90% of the potential net proceeds scheme meeting that may be relevant to you and returning it to
of centrebet’s proposed Gst litigation claim (Litigation the share Registry so that it is received by no later than 7.00 pm
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Claim), if that claim is successful. It is expected that any such on monday, 15 August 2011. It is proposed that, subject to the
litigation claim proceeds may be realised and paid over an scheme Resolutions being passed in accordance with their
extended period of time 2. In the event that the litigation claim terms at the scheme meetings, court approval will be sought
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is not successful, you will likely not receive any proceeds. Please approximately 3 days after the scheme meetings have been
see section 9 for a detailed description of the litigation claim, convened and conducted.
the litigation claim Rights and litigation claim Units. You are
s Further information in relation to the schemes is contained
encouraged to read section 9.4 in particular which sets out
in this scheme booklet. I encourage you to read this scheme
the key risks associated with the litigation claim, the litigation
booklet in its entirety before making your decision and voting
claim Rights and the litigation claim Units.
r at either or both of the scheme meetings that may be relevant
the board unanimously recommends that securityholders to you.
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approve both of the schemes in the absence of a superior
If you have any questions in relation to any part of either
Proposal. Furthermore, as publicly announced on 26 may 2011,
or both of the schemes, you can call the centrebet
the kafataris Family (together holding approximately 59.44%
p Information line on 1300 664 434 (toll free in Australia) or
of all shares), along with each of the Directors 3 intend to
[phone] (if overseas) between 9.00 am and 5.00 pm
vote all the centrebet securities held or controlled by them
(sydney time), monday to Friday.
in favour of the applicable scheme at the scheme meetings,
in the absence of a superior Proposal. I look forward to seeing you on Wednesday, 17 August 2011
r at the Justice and Police museum, corner of Albert and Phillip
streets, circular Quay, sydney.
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Yours sincerely,
F
Graham Kelly
chairman
Notes
1 I ncludes $0.6 million in payments to optionholders on the basis that optionholders receive the cash component of $2.00 per option less the applicable exercise
price of such options.
2 on behalf of centrebet, for tax purposes, the litigation claim independent valuer, lonergan edwards & Associates limited, has assessed the value of benefits that
may arise in connection with the litigation claim. the value is assessed taking into account a number of matters including the time it may take to realise any benefit
and litigation risk at 7.0 – 10.4 cents per centrebet security or option (mid-point of 8.7 cents per centrebet security or option) (note that this represents 100% of
the assessed value, rather than the aforementioned 90% securityholders and optionholders will be entitled to, if the litigation claim is successful). this value has been
assessed as at 30 June 2011 and is a point in time estimation and subject to change.
3 together holding 0.39% of the shares and 20.4% of the Performance Rights (excluding the holdings of con kafataris and George kafataris).
3

keY DAtes
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scheme booklet and Notices of meetings Wednesday, 13 July 2011
o despatched to securityholders
Proxies for scheme meetings to be received 7.00 pm, Monday, 15 August 2011
from securityholders
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time and date for determining eligibility to 7.00 pm, Monday, 15 August 2011
vote at the scheme meetings
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share scheme meeting 10.00 am, Wednesday,
17 August 2011
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Performance Right scheme meeting the later of 10.30 am and the
conclusion or adjournment of the
l Share Scheme Meeting, Wednesday,
a 17 August 2011
If the Scheme Resolutions considered at the Scheme Meetings are
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all approved:
o second court Date for approval of the Monday, 22 August 2011
schemes
s lodgement of court orders with AsIc and Tuesday, 23 August 2011
the schemes take effect (Effective Date)
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suspension of centrebet shares from Close of trade,
e AsX trading Tuesday, 23 August 2011
Date for determination of entitlements Tuesday, 30 August 2011
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to receive scheme consideration
(Record Date)

Implementation of the schemes, including: Wednesday, 31 August 2011
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– t ransfer of centrebet securities to
sportingbet; and
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– g rant, issue and transfer of litigation
claim Rights and litigation claim Units
F (Implementation Date)
Provision of scheme consideration, including: Thursday, 1 September 2011
– despatch of cheques or eFt transfers; and
– d espatch of litigation claim Right holding
statements and litigation claim Unit
holdings statements
Note
Unless otherwise stated, all times referred to in this scheme booklet are references to time in sydney, Australia. The above
stated dates are indicative only and subject to change. centrebet reserves the right to vary the times and dates set
out above subject to the approval of such variation by sportingbet, the court, AsX and AsIc, where required. Any variations to
the timetable set out above will be announced through AsX.
centrebet scheme booklet 4

ReAsoNs to vote IN FAvoUR
oF the schemes RelevANt
to YoU
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1. Your Board unanimously recommends that you vote in favour of the
relevant Schemes, in the absence of a Superior Proposal
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2. You are being offered a substantial premium to historical trading prices

e3. Centrebet’s major group of shareholders, the Kafataris Family, supports
the Share Scheme, in the absence of a Superior Proposal
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4. If the Litigation Claim is successful, the majority of any net economic
benefit arising from the Litigation Claim will be paid to you
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5. The Independent Expert has concluded that “the Schemes are fair and
reasonable and in the best interests of Centrebet Securityholders in the
labsence of a superior proposal”, both:
a– on the basis of the Cash Component only (i.e. not taking into
consideration any net economic benefits that may arise from
the Litigation Claim); and
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– considering the whole of the Scheme Consideration (i.e. taking
into consideration any net economic benefits that may arise from
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the Litigation Claim)
s6. If approved and implemented, the Schemes will provide you with
the value and certainty of cash for your Centrebet Securities
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7. The Share price and the value of the Performance Rights may fall if the
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Schemes are not approved and implemented
p8. No brokerage or stamp duty will be payable by you on the transfer
of your Centrebet Securities

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5

PossIble ReAsoNs Not to
vote IN FAvoUR oF the
schemes RelevANt to YoU
y
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1. You may disagree with the Board and the Independent Expert and
believe that either or both of the Schemes are not in your best interests
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2. If the Schemes proceed, Securityholders will cease to hold an interest
in Centrebet and will not participate in any associated potential upside,
including by way of the implementation of Centrebet’s business plans4
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3. The Litigation Claim may not be successful, in which case no net
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economic benefit associated with the Litigation Claim will be paid
to you
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4. There may be a requirement to pay some tax in connection with
both the market value of the Litigation Claim Units and the Litigation

Claim Rights. Any tax payable will be in respect of the income year
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ending 30 June 2012 and any actual tax payable will be no earlier than
a
31 October 2012. If the Litigation Claim is unsuccessful, the Claim
Committee will seek to ensure, to the extent possible, that the
Litigation Claim Units and Litigation Claim Rights are terminated prior
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to 30 June 2012 so that any gain realised at the Implementation Date
may be offset against the tax loss realised on termination. In this event,
o no actual tax would be payable in respect of the Litigation Claim Units
and Litigation Claim Rights. See Section 7 for further details
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5. The net economic benefits which may arise from the Litigation Claim
under Sportingbet ownership may ultimately differ from that which
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may arise if the Schemes were unsuccessful
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6. You may believe that the proposed sharing of any net economic
benefits arising from the Litigation Claim, if successful (90% to be paid
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to Centrebet Securityholders and Optionholders over time and 10%
to Sportingbet), is not appropriate in the circumstances

r 7. Other taxation consequences of the Schemes (not connected with
the Litigation Claim) may not be optimal for a Securityholder’s
o
financial position
F
Note
4 specifically Project Rocket, centrebet’s five year business plan as announced to AsX on 9 November 2010.