TIDM888
RNS Number : 0343R
888 Holdings plc
01 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
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WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
1 July 2022
888 Holdings Plc
("the Company" and, together with its subsidiaries, "888" or
"the Group")
Completion of acquisition of William Hill International
888 Holdings plc (LSE: 888), one of the world's leading betting
and gaming companies with internationally renowned brands which
includes 888 and SI Sportsbook and now William Hill and Mr Green,
is pleased to announce the completion of the acquisition of the
international (non-US) business of William Hill ("William Hill" or
"William Hill International") from Caesars Entertainment, Inc. (the
"Acquisition").
In anticipation of completion, the Group has made excellent
progress in integration planning, and is pleased to announce that
as of completion, the executive leadership team for the Group will
be made up of the following members:
-- Chief Executive Officer: Itai Pazner, appointed as CEO of 888
in January 2019, having previously held the positions of COO and
SVP of 888's B2C division
-- Chief Financial Officer: Yariv Dafna, appointed as CFO of 888
in November 2020, having previously held a range of senior roles at
Telit Communications
-- Chief Strategy Officer: Vaughan Lewis, appointed as CSO of
888 in April 2021, having previously held a range of senior roles
at Flutter Entertainment, The Stars Group and Sky Betting &
Gaming
-- Chief Operating Officer: Guy Cohen, who has been interim COO
of 888, having previously been responsible for 888's B2C
business
-- Chief Risk Officer: Harinder Gill, who is newly appointed and
will take up his role from 3 August, and was formerly the Group
Head of Regulatory Compliance at Revolut
-- Chief People Officer: Mark Skinner, who was appointed Chief
People Officer of William Hill in 2021, having previously held
senior HR roles at William Hill and RSA Insurance
-- Chief Product and Technology Officer: Satty Bhens, who was
appointed as CPTO of William Hill in 2019, having previously been a
Partner at McKinsey & Company
-- Chief Transformation Officer: Naama Kushnir, who previously held the role of COO at 888
-- Managing Director UK: Phil Walker, who was appointed as UK MD
in 2020, having previously been online managing director, following
a series of senior roles at Gala Coral and Ladbrokes Coral
As part of the organisational changes, Ulrik Bengtsson and Eric
Hageman, former CEO and CFO of William Hill will be leaving the
Group following completion.
Any future organisational changes will be managed with the
primary objective of maintaining momentum within each business, and
maximising the benefits of this complementary combination as the
Group looks to achieve the potential revenue and cost benefits of
integration, with anticipated pre-tax cost synergies of at least
GBP100 million to be fully delivered by 2025.
Upon completion, the Group will initially report results in four
segments:
i. 888, including the US
ii. William Hill Online UK
iii. William Hill Retail (UK)
iv. William Hill International
888 currently intends to report its interim results in August
2022, and will begin to report financial results in Pounds Sterling
from this point.
The Company expects, following Completion and in compliance with
terms of the existing William Hill 2026 guaranteed notes, William
Hill to deliver a change of control notice to the trustee for the
holders of the existing William Hill 2026 guaranteed notes enabling
such holders, if they so elect, to require William Hill to
repurchase their guaranteed notes in accordance with the terms of
the William Hill 2026 guaranteed notes and, in the case of the
existing William Hill 2023 guaranteed notes, the Company expects
William Hill to deliver to the trustee for the holders of such
notes, a notice notifying such holders of its intention to redeem
the William Hill 2023 guaranteed notes in full in accordance with
the terms of those notes.
Itai Pazner, CEO of 888, commented on the completion of the
Acquisition : " I am delighted to announce the completion of our
transformational combination with William Hill. We have built an
outstanding leadership team, combining strengths from across both
businesses, and as I look at the future, the combination of our
product and content leadership, powered by our proprietary
technology, and our world class brands, gives us a powerful
platform for growth.
I'd like to thank Ulrik and Eric for the great job they have
done at William Hill and I wish them well for the future ."
Lord Mendelsohn, Chair of 888, also commented on the completion
of the Acquisition : "This combination brings together two high
quality businesses to create a powerful, global betting and gaming
business. We believe the acquisition will create significant value
for shareholders, creating a combined business with leading
technology, products and brands across sports betting and gaming.
With a top quality management team, formed from talent from across
both businesses, I am confident about our future plans."
As the Acquisition constitutes a reverse takeover under the
Listing Rules of the Financial Conduct Authority (the "FCA"),
admission of the Company's ordinary shares to the premium listing
segment of the Official List of the FCA and to trading on the
London Stock Exchange plc's main market for listed securities will
be cancelled at 8.00 a.m. on 4 July 2022. Applications have been
made to the FCA and the London Stock Exchange plc for re-admission
of the Company's existing 446,331,656 ordinary shares of GBP 0.005
each to the premium listing segment of the Official List of the FCA
and to trading on the London Stock Exchange plc's main market for
listed securities ("Re-admission"). It is expected that
Re-admission will become effective at 8.00 a.m. on 4 July 2022.
- Ends -
Enquiries and further information:
888 Holdings Plc +44(0) 800 029 3050
Itai Pazner, Chief Executive Officer
Yariv Dafna, Chief Financial Officer
Vaughan Lewis, Chief Strategy Officer
James Finney, Director of Investor Relations ir@888holdings.com
Elizabeth Bisby, Company Secretary corporate.secretary@888holdings.com
Media
Hudson Sandler 888@hudsonsandler.com
Alex Brennan / Charlotte Cobb / Andy Richards +44(0) 207 796 4133
J.P. Morgan Cazenove
Dwayne Lysaght / Nicholas Hall / Jonty Edwards +44 (0) 207 742 4000
About 888 Holdings Plc:
888 Holdings plc (and together with its subsidiaries, "888" or
the "Group") is one of the world's leading betting and gaming
companies. In 2022, the Group acquired the international (non-US)
business of William Hill to create a global industry leader.
Headquartered in Gibraltar, and listed in London, the Group
operates from 15 offices around the world and employs approximately
12,000 people globally.
The Group'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. It achieves
this by developing state-of-the-art technology and content-rich
products that provide fun, fair, and safe betting and gaming
entertainment to customers around the world.
The Group owns and operates internationally renowned brands
including 888casino, 888sport, 888poker, William Hill and Mr Green.
In addition, the Group operates the SI Sportsbook brand in the US
in partnership with Authentic Brands Group.
Find out more at:
http://corporate.888.com/
http://williamhillgroup.com/
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a circular
or prospectus but an advertisement.
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.
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. No public offering of
securities is being made in any jurisdiction and shares will not be
generally made available or marketed to the public in the UK or any
other jurisdiction in connection with the Acquisition or
Re-admission.
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
Re-admission and will not regard any other person as its client in
relation to the Acquisition and Re-admission 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 combined
prospectus and circular published by the Company on 29 April 2022
in connection with the Acquisition and Re-admission 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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END
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July 01, 2022 06:35 ET (10:35 GMT)
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