Statement re: bwin.party digital entertainment plc

RNS Number : 4079N

888 Holdings plc

18 May 2015

 

888 Holdings Public Limited Company

("888" or the "Company")

Statement re: bwin.party digital entertainment plc ("bwin.party")

The Board of 888 (the "Board") has noted the recent press speculation concerning a possible offer for bwin.party by 888 and RNS announcement by bwin.party. The Board believes that there is significant industrial logic in a combination of 888 and bwin.party, benefiting both companies and all shareholders and accordingly, has submitted a proposal regarding the acquisition of the entire issued and to be issued share capital of bwin.party for consideration comprising cash and 888 shares.

Due to the size of the proposed transaction, it would require, inter alia, the approval of 888 shareholders. 888 shareholders representing approximately 59% of 888's share capital have irrevocably committed, subject to customary conditions, to vote in favour of the proposed transaction.

There can be no certainty that the submission of this proposal will lead to the Company being selected as the proposed acquirer of bwin.party or, in turn, completing a transaction.  A further update will be provided in due course. 

A copy of this announcement will shortly be available at www.888holdingsplc.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Ends

For further information, please refer to the Company website www.888holdingsplc.com or contact:

888 Holdings plc Brian Mattingley, Executive Chairman Itai Frieberger, Chief Operating Officer Aviad Kobrine, Chief Financial Officer	c/o Hudson Sandler
Investec Bank plc (Joint Financial Adviser, Sponsor and Broker) Garry Levin Duncan Williamson	Tel: [phone]
Stifel, Nicolaus & Company, Incorporated (Joint Financial Adviser) John Orem Derek Herbert	Tel: [phone]
Hudson Sandler (Public Relations) Andrew Hayes Alex Brennan	Tel: [phone]

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec or for providing advice in relation to or in connection with the matters referred to in this announcement.

Stifel, Nicolaus & Company, Incorporated ("Stifel") is acting exclusively for the Company and no one else in connection with the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel nor for providing advice in relation to or in connection with the matters referred to in this announcement.

Dealing Disclosures

The Company is incorporated in Gibraltar and therefore not subject to the City Code on Takeovers and Mergers (the "City Code"). Accordingly, shareholders of the Company and others dealing in ordinary shares of the Company are not obliged to disclose any of their dealings under the provisions of the City Code.  However, market participants are requested to make disclosures of dealings as if the City Code applied and as if the Company were in an "offer period" under the City Code. In particular, public disclosures consistent with the provisions of Rule 8.3 of the City Code (as if it applied to the Company) should not be emailed to the Panel on Takeovers and Mergers (the "Panel"), but, as described below, released directly through a "Regulatory Information Service".

The Company's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority ("FCA") under the Financial Services and Markets Act 2000 ("FSMA").

In light of the foregoing, as provided in Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. or more of any class of "relevant securities" of an "offeree company" or any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash")should make an "Opening Position Disclosure" following the commencement of the "offer period" and, if later, following the announcement in which any "securities exchange offeror" is first identified.

An "Opening Position Disclosure" should contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the "offeree company" and (ii) any "securities exchange offeror(s)".  Persons to whom Rule 8.3(a) would have applied had the City Code been applicable should make an "Opening Position Disclosure" by no later than 3.30 pm (London time) on the tenth "business day" following the commencement of the "offer period" and, if appropriate, by no later than 3.30 pm (London time) on the tenth "business day" following the announcement in which any "securities exchange offeror" is first identified. Relevant persons who undertake "dealings" in the "relevant securities" of the "offeree company" or of a "securities exchange offeror" prior to the deadline for making an "Opening Position Disclosure" should instead make a "Dealing Disclosure".

Rule 8.3(b) of the City Code provides that if any person is, or becomes "interested" (directly or indirectly), in one per cent. or more of any class of "relevant securities" of an "offeree  company" or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that "offeree company" or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a "Dealing Disclosure" by no later than 3.30 p.m. (London time) on the "business day" following the date of the relevant transaction.   In a situation where the City Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.  Under Rule 8 of the City Code, a "Dealing Disclosure" would contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) the "offeree company" and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed under Rule 8.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of an "offeree company" or of any "securities exchange offeror", they would, if the City Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

The Company confirms that it has 356,220,308 ordinary GBP£0.005 shares in issue and there are no ordinary shares held in treasury. The International Securities Identification Number for the Company's ordinary shares is GI000A0F6407.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you should disclose a "dealing" by reference to the above, you should contact an independent financial adviser authorised by the FCA under FSMA.

 

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