888 Holdings plc Completion of acquisition of William Hill (0343R)

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, 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

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

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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July 01, 2022 06:35 ET (10:35 GMT)