Announcement of Offer Price
888 Holdings plc
29 September 2005
THIS DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO THE UNITED STATES, BELGIUM,
DUBAI, AUSTRALIA, CANADA OR JAPAN OR TO A RESIDENT, NATIONAL OR CITIZEN OF THE
UNITED STATES, BELGIUM, DUBAI, AUSTRALIA, CANADA OR JAPAN.
This is an advertisement and not a prospectus or a pricing statement. Investors
should not purchase any transferable securities referred to in this announcement
except on the basis of information contained in the prospectus published on
15 September 2005 and the pricing statement expected to be published today.
888 Holdings Public Limited Company ('888' or the 'Company')
Offer price of 175p per share
888, one of the world's most popular online gaming companies announces the
pricing of its successful offer of existing shares to institutional investors
(the 'Offer').
The offer price has been set at 175p per ordinary share (the 'Offer Price')
resulting in a market capitalisation for 888 of approximately £590 million
(US$1.04billion).
The Offer consists of approximately 84.4 million shares before allowing for any
shares that are sold pursuant to the over-allotment option. New investors will
own approximately 25% of the Company's issued share capital before allowing for
any shares that are sold pursuant to the over-allotment option.
The shares have been placed with a broad base of institutional investors
following a successful roadshow across the UK and Continental Europe. The Offer
was well received by investors and was approximately five times subscribed.
Conditional dealings are expected to commence at 8.00am today under the ticker
symbol 888. A pricing statement is also expected to be published today.
The admission of the shares to the Official List of the Financial Services
Authority and commencement of unconditional dealings on the London Stock
Exchange are expected to take place at 8.00am on Tuesday 4 October 2005.
HSBC Bank plc ('HSBC') is acting as Sole Bookrunner, Global Co-ordinator and
Sponsor in relation to the Offer. Bridgewell Securities Limited, Numis
Securities Limited and Panmure Gordon (UK) Limited are acting as Co-Lead
Managers.
Commenting on today's announcement, John Anderson, Chief Executive of 888 said:
'We are delighted that 888's IPO has attracted such strong support among leading
UK and European institutional investors. We have a clear strategy for creating
sustainable shareholder value by becoming the market leader in the online gaming
industry and continuing to provide our members with a comprehensive range of
gaming activities in a secure and trusted environment.'
Contacts and enquiries
888
John Anderson Chief Executive Officer +350 49800
Aviad Kobrine Chief Financial Officer +350 49800
HSBC
Rupert Faure Walker European Advisory Group +44 (0)20 7992 2101
Nick Donald Equity Capital Markets +44 (0)20 7992 2151
Bell Pottinger
Ann-Marie Wilkinson/Nick Lambert +44 (0)20 7861 3232
Offer statistics
Offer Price (per ordinary share) 175p
Number of ordinary shares sold in the Offer 84,399,508
Number of over-allotment shares subject 12,659,926
to the over-option
Number of ordinary shares in issue immediately 337,096,320
following the offer
Number of ordinary shares subject to employee share schemes 10,517,405
Market capitalisation of the Company (based on the Offer Price) £590 million
Basis of preparation
The contents of this announcement, which have been prepared by and are the sole
responsibility of 888 have been approved solely for the purposes of section 21
(2)(b) of the Financial Services and Markets Act 2000 by HSBC Bank plc of 8
Canada Square, London E14 5HQ. HSBC, is acting for 888 and its principal
shareholders in connection with the Offer and for no one else and will not be
responsible to anyone other than 888 or its principal shareholders for providing
the protections afforded to clients of HSBC or for providing advice in relation
to the Offer, the contents of this announcement or any matters referred to
herein.
The Offer is being made in the United Kingdom and elsewhere outside the United
States to institutional investors and certain others. The Offer is not being
made in Belgium, Dubai, Australia, Canada and (subject to certain exceptions)
Japan. Neither this announcement nor any copy of it may be taken or transmitted
into the United States, Belgium, Dubai, Australia, Canada or Japan or to a
resident, national or citizen of the United States, Belgium, Dubai, Australia,
Canada or Japan. The Offer and the distribution of this announcement and other
information in connection with the Offer in certain jurisdictions may be
restricted by law and persons into whose possession any document or other
information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities and any purchase of or application for securities of 888 pursuant
to the Offer should only be made on the basis of the information contained in
the formal prospectus published on 15 September 2005 in connection with the
Offer (the 'Prospectus'), the pricing statement dated 29 September 2005 in
connection with the Offer (the 'Pricing Statement') and any statement or
amendment thereto. The Prospectus and Pricing Statement contain detailed
information about 888 and its management, as well as financial statements and
other financial data. The Prospectus and Pricing Statement are available from
HSBC Bank plc of 8 Canada Square, London E14 5HQ and Freshfields Bruckhaus
Deringer of 65 Fleet Street, London EC4Y 1HS.
The price and value of securities may go up as well as down. Persons needing
advice should contact a professional adviser.
Shares in 888 have not been and will not be registered under the US Securities
Act of 1933 (as amended) (the 'Securities Act') and may not be offered or sold
within the United States. The Shares are being offered and sold outside of the
United States in reliance on Regulation S of the Securities Act. In addition,
until 40 days after the commencement of the offering of the Shares an offer or
sale of the Shares within the United States by any dealer (whether or not
participating in the Offer) may violate the registration requirements of the
Securities Act.
This announcement is not for distribution, directly or indirectly, in or into
the United States. It is not an offer of securities for sale into the United
States. The Shares may not be offered or sold in the United States or to US
persons, unless they are registered or exempt from registration. There will be
no public offer of securities in the United States.
Shares in 888 have not been and will not be registered under the applicable
securities laws of Australia, Canada or Japan and may not be offered or sold
within Belgium, Dubai, Australia, Canada or (subject to certain exceptions)
Japan or to, or for the account or benefit of, citizens or residents of Belgium,
Dubai, Australia, Canada or (subject to certain exceptions) Japan.
This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be identified
by the use of forward-looking terminology, including the terms 'believes',
'estimates', 'plans', 'projects', 'anticipates', 'expects', 'intends', 'may',
'will', or 'should' or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include matters that
are not historical facts and include statements regarding 888's intentions,
beliefs or current expectations concerning, among other things, 888's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the online gaming industry.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors could cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements including, without limitation, the
factors to be described in the risk factors section of the Prospectus (in
particular the legal and regulatory risks relating to online gaming), and the
factors to be described in the financial review and prospects section of the
Prospectus.
Forward-looking statements may and often do differ materially from actual
results. Any forward-looking statements in this announcement reflect 888's view
with respect to future events as at the date of this announcement and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to 888's operations, results of operations, growth strategy
and liquidity. Save as required by law or by the Listing Rules of the Financial
Services Authority, 888 undertakes no obligation publicly to release the results
of any revisions to any forward-looking statements in this announcement that may
occur due to any change in its expectations or to reflect events or
circumstances after the date of this announcement.
Information in this announcement or any of the documents relating to the Offer
cannot be relied upon as a guide to future performance.
This information is provided by RNS
The company news service from the London Stock Exchange