Publication of a Combined Circular and Prospectus

RNS Number : 9181J

888 Holdings plc

29 April 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

29 April 2022

888 Holdings Plc

("888" or "the Company")

Publication of a Combined Circular ("Circular") and Prospectus ("Prospectus")

888 (LSE: 888), one of the world's leading online betting and gaming companies is pleased to announce the publication of a combined circular and prospectus (the "Prospectus") in relation to the proposed acquisition of the international (non-US) business of William Hill ("William Hill" or "William Hill International") as previously announced on 9 September 2021, and as updated on 7 April 2022 (the "Acquisition").

The Prospectus has been approved by the FCA and will shortly be available on the Company's website http://corporate.888.com/ . The Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and will shortly be posted to shareholders together with forms of proxy and forms of direction.

The Prospectus includes a notice of an extraordinary general meeting of the Company (the "EGM") (the "Notice"), which is being convened to seek approval from the members of the Company for the Acquisition. The Acquisition has been approved by the Company's Board of Directors (the "Board") but is conditional on shareholder approval.

The EGM will be held on Monday 16 May 2022 at 10.00 a.m. UK time, at the office of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE.

Shareholders will also be able to follow the proceedings of the EGM over the online Investor Meet Company platform by registering in advance via the following link:

https://www.investormeetcompany.com/888-holdings-plc/register-investor

Shareholders are invited to submit any questions in respect of the business of the EGM for the Board to consider. Questions may be submitted in advance or during the EGM over the Investor Meet Company platform following registration, and the Board will aim to respond to any such questions relevant to the business of the EGM. Further information is set out in the Notice.

Shareholders wishing to vote at the EGM are strongly encouraged to do so by completing a form of proxy or form of direction as appropriate. Shareholders will not be able to vote at the EGM over the online platform.

- Ends -

Enquiries and further information:

888 Holdings Plc	[phone]
Itai Pazner, Chief Executive Officer Yariv Dafna, Chief Financial Officer Vaughan Lewis, Chief Strategy Officer
James Finney, Director of Investor Relations Elizabeth Bisby, Company Secretary	[e-mail] [e-mail]
Media Hudson Sandler Alex Brennan / Charlotte Cobb / Andy Richards J.P. Morgan Cazenove Dwayne Lysaght / Nicholas Hall / Jonty Edwards	[e-mail] [phone] [phone]

About 888 Holdings Plc:

888 Holdings plc (and together with its subsidiaries, "888" or the "Group") is one of the world's leading online betting and gaming companies. 888's mission is to lead the gambling world in creating the best betting and gaming experiences, bringing unrivalled moments of excitement to people's day-to-day lives by developing state-of-the-art technology and products that provide fun, fair and safe online betting and gaming entertainment to customers around the world.

888 has been at the forefront of the online gaming industry since its foundation in 1997, leveraging its proprietary technology to create an innovative and world-class online betting and gaming experience. The Group is structured into two lines of business: B2C, under the 888 brands, and B2B, conducted through Dragonfish, which provides partners a leading platform through which to establish an online gaming presence and monetise their own brands in a safe and responsible manner.

In recent years, 888's continued focus on innovation has been recognised through industry awards. In 2021, the Group was named Casino Operator of the Year and its in-house sportsbook was recognised as the In-House Product of the Year at eGaming Review's (EGR) prestigious Operator of the Year Awards. In the same year, the Group also won the Poker Marketing Campaign at EGR's Marketing & Innovation Awards for its Made to Play campaign.

888's consumer facing websites offer more than just online betting and gaming. They are entertainment destinations: places where people can enjoy a truly interactive experience and be part of an online community that shares common interests. 888's strong and trusted brands are all accessible through www.888.com .

Find out more about 888 at  http://corporate.888.com/ .

Important Notices

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. The Prospectus will give further details of the Acquisition and all shareholders are advised to read the Prospectus in full.

This announcement is for information purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any shares nor any other securities in any jurisdiction. Shares will not be generally made available or marketed to the public in the UK or any other jurisdiction in connection with the Acquisition.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser and sponsor for the Company in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Stifel, Nicolaus & Company, Incorporated ("Stifel") is acting as financial adviser for the Company in connection with the Acquisition.  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.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Acquisition. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Stifel (together, the "Banks") by the Financial Services and Markets Act 2000 (as amended) or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, , none of the Banks nor any of their respective affiliates accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks and their respective affiliates, subsidiaries and branches accordingly disclaims 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 this announcement or any such statement.

No person has been authorised to give any information or to make any representations other than those contained in the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Banks. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

 

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