TIDM888 TIDMBPTY
RNS Number : 3498X
888 Holdings plc
27 August 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") notes the announcement made this
morning by bwin.party concerning a potential offer for bwin.party.
The Board continues to believe that the combination of the 888 and
bwin.party businesses announced on 17 July 2015 (the "Proposed
Transaction") under the 888 management team would generate
significant value for both sets of shareholders.
Following a detailed due diligence exercise, 888 made an offer
comprising a significant cash component along with an approximate
49% ownership interest in the combined business. This offer was
unanimously recommended by bwin.party. The Board continues to
believe that its offer is of significantly greater intrinsic value
than the proposal outlined by GVC Holdings PLC on 24 August
2015.
The Board notes that it remains the unanimously recommended
bidder and continues to work towards the completion of the Proposed
Transaction. 888 publishes its interim results for the 6 months to
30 June 2015 on 28 August 2015 and anticipates publishing a
prospectus and shareholder circular in relation to the Proposed
Transaction on the same day.
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 Tel: +35 0200
Brian Mattingley, Executive Chairman 49800
Aviad Kobrine, Chief Financial
Officer
----------------------------------------- ---------------
Investec Bank plc (Joint Financial Tel: +44 (0)20
Adviser, Sponsor and Broker to 7597 5970
888)
Garry Levin
Duncan Williamson
----------------------------------------- ---------------
Stifel, Nicolaus & Company, Incorporated Tel: +1 (212)
(Joint Financial Adviser to 888) 847 6680
John Orem
Derek Herbert
----------------------------------------- ---------------
Hudson Sandler (Public Relations Tel: +44 (0)20
Adviser to 888) 7796 4133
Andrew Hayes
Alex Brennan
----------------------------------------- ---------------
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 356,785,169 ordinary
GBPGBP0.005 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
STRBSGDIDXDBGUR
(END) Dow Jones Newswires
August 27, 2015 10:36 ET (14:36 GMT)
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