10 February 2015
888 Holdings Public Limited Company
(the "Company")
Media speculation
The Board of the Company notes the recent press speculation concerning the possibility of an offer being made for the Company.
The Board of the Company confirms that it received an approach regarding a possible offer for the Company by William Hill PLC. There can be no certainty, however, that any firm offer will be made nor as to the terms on which any firm offer might be forthcoming.
The Company's shareholders will be kept informed of relevant developments and a further announcement will be made as appropriate, but in any event by no later than 28 days from the date of this announcement.
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, Chief Executive Officer Aviad Kobrine, Chief Financial Officer |
c/o Hudson Sandler |
Investec Bank plc (Joint Financial Adviser and Sole Broker) Garry Levin Duncan Williamson David Anderson |
Tel: +44 (0)20 7597 5970 |
Morgan Stanley (Joint Financial Adviser) Michele Colocci Edward King Laurence Hopkins |
Tel: +44 (0) 20 7425 8000 |
Hudson Sandler (Public Relations) Andrew Hayes Alex Brennan Michael Sandler |
Tel: +44 (0)20 7796 4133 |
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.
Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, 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 Morgan Stanley & Co. International plc nor for providing advice in relation to or in connection with the matters referred to in this announcement.
The City Code on Takeovers and Mergers
By virtue of its status as a company incorporated in Gibraltar, the City Code on Takeovers and Mergers (the "City Code") does not apply to the Company. The Company has incorporated certain takeover-related provisions into its articles of association (the "Articles"), but these do not provide shareholders with the full protections offered by the City Code and enforcement of such provisions is the responsibility of the Company, not the Panel on Takeovers and Mergers (the "Panel"). Accordingly, shareholders are reminded that the Panel does not have responsibility, in relation to the Company, for ensuring compliance with the City Code and is not able to answer shareholders' queries.
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, but, as described below, released directly through a Regulatory Information Service.
The Company confirms that it has 354,436,608 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.
Dealing Disclosures
The Company is incorporated in Gibraltar and therefore not subject to 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.
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 the Company or of 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 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 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 or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree 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 (i) the 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 the Company or a "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.
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.
