REG - 888 Holdings plc - Completion of acquisition of William Hill

888 HoldingsAnnouncement

01/07/2022 11:45

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RNS Number : 0343R  888 Holdings plc  01 July 2022

 

 

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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 £100 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 (mailto:ir@888holdings.com)

 Elizabeth Bisby, Company Secretary               corporate.secretary@888holdings.com
                                                  (mailto:corporate.secretary@888holdings.com)

 Media

 Hudson Sandler                                   888@hudsonsandler.com (mailto: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://corporate.888.com/)

http://williamhillgroup.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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