REG - 888 Holdings plc - Pricing of an offering of Senior Secured Notes
02/05/2024 18:15
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RNS Number : 0828N 888 Holdings plc 02 May 2024
2 May 2024
888 Holdings Plc
("888," the "Company" or the "Group")
Pricing of an offering of Senior Secured Notes, and entry into additional
revolving credit facility
888 (LSE: 888), one of the world's leading betting and gaming companies with
internationally renowned brands including William Hill, 888 and Mr Green,
today announces the successful pricing of an offering by 888 Acquisitions
Limited (the "Issuer"), a wholly-owned subsidiary of the Company, of
£400,000,000 10¾% Senior Secured Notes (the "Notes"), marking its debut
issuance into the GBP debt capital markets. The Notes are expected to be
issued on May 9, 2024.
The offering of the Notes (the "Offering") will be an offering exempt from the
registration requirements of the U.S. Securities Act of 1933, as amended (the
"Securities Act").
Additional revolving credit facility
In addition, the Company has entered into an additional multicurrency
revolving credit facility in aggregate principal amount of £50,000,000, with
a maturity date of December 31, 2025 and established under the Senior
Facilities Agreement (as defined below).
Use of proceeds
The Company expects to use the proceeds of the Offering to repay and
permanently cancel existing indebtedness under the Euro-denominated term loan
A facility (the "TLA") made available to the Issuer pursuant to a senior
facilities agreement dated 29 June 2022 (as amended and restated on 19 July
2022) (the "Senior Facilities Agreement").
As part of an agreement with an initial purchaser that is a lender under the
TLA, the prepayment of the TLA will be offset by certain transaction costs
incurred by the Group in connection with the Offering. Additionally, the
repayment amount will be further reduced to compensate the Group for the
difference between future expected finance costs in respect of the TLA and the
Notes.
Impact on group financing
As a result of the above refinancing actions, the Group currently expects the
following impacts:
· Reduction in net debt of c.£18m on completion of funding,
reflecting the discounted cash compensation received up front to cover future
increased interest costs;
· Cash interest costs to increase by c.£4-5m on an annualised
basis until 2028;
· Extension of the maturity of a portion of the debt with £400m
now due in 2030 instead of 2028;
· An improvement in the fixed vs floating mix, particularly over
the life of the Notes where the existing hedging arrangements are due to
expire in late 2025; and
· An improvement in the currency mix of the debt to more closely
align with the cash generation of the business.
A copy of this announcement will shortly be available at
https://corporate.888.com (https://corporate.888.com) .
- Ends -
Enquiries and further information:
888 Holdings Plc +44(0) 800 029 3050
Per Widerström, Chief Executive Officer
Sean Wilkins, Chief Financial Officer
Vaughan Lewis, Chief Strategy Officer
Investor Relations ir@888holdings.com (mailto:ir@888holdings.com)
James Finney, Director of IR
Media 888williamhill@hudsonsandler.com
Hudson Sandler +44(0) 207 796 4133
Alex Brennan / Charlotte Cobb / Andy Richards
Important Notices
This announcement may contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of operations and
business of 888. These statements, which contain the words "anticipate",
"believe", "intend", "estimate", "expect", "may", "will", "seek", "continue",
"aim", "target", "projected", "plan", "goal", "achieve", words of similar
meaning or other forward looking statements, reflect 888's beliefs and
expectations and are based on numerous assumptions regarding 888's present and
future business strategies and the environment 888 will operate in and are
subject to risks and uncertainties that may cause actual results to differ
materially. No representation is made that any of these statements or
forecasts will come to pass or that any forecast results will be achieved.
Forward-looking statements involve inherent known and unknown risks,
uncertainties and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause the actual
results, performance or achievements of 888 to be materially different from
those expressed or implied by such forward looking statements. Many of these
risks and uncertainties relate to factors that are beyond 888's ability to
control or estimate precisely, such as future market conditions, currency
fluctuations, the behaviour of other market participants, the actions of
regulators and other factors such as 888's ability to continue to obtain
financing to meet its liquidity needs, changes in the political, social and
regulatory framework in which 888 operates or in economic or technological
trends or conditions. Past performance of 888 cannot be relied on as a guide
to future performance. As a result, you are cautioned not to place undue
reliance on such forward-looking statements. The list above is not exhaustive
and there are other factors that may cause 888's actual results to differ
materially from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of their date and 888, its respective
parent and subsidiary undertakings, the subsidiary undertakings of such parent
undertakings, and any of such person's respective directors, officers,
employees, agents, affiliates or advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking statements made
herein, except where it would be required to do so under applicable law. No
statement in this announcement is intended as a profit forecast or a profit
estimate and no statement in this announcement should be interpreted to mean
that the financial performance of 888 for the current or future financial
years would necessarily match or exceed the historical published for 888.
The Notes will be offered in reliance on an exemption from registration under
Rule 903 or Rule 904 of Regulation S of the U.S. Securities Act in offshore
transactions. There is no assurance that the Offering will be completed or, if
completed, as to the terms on which it is completed. The Notes to be offered
have not been registered under the Securities Act or the securities laws of
any other jurisdiction and may not be offered or sold in the United States
absent registration or unless pursuant to an applicable exemption from the
registration requirements of the Securities Act and any other applicable
securities laws. This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the Notes, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation"). Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the securities or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the securities
or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation. The preliminary offering memorandum
prepared in connection with the Offering is not a prospectus for the purposes
of the Prospectus Regulation.
The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom (the "UK"). For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a "retail client" as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); (ii) a "customer" within the meaning of the provisions of the
United Kingdom Financial Services Markets Act 2000 (as amended, "FSMA") and
any rules or regulations made thereunder to implement Directive (EU) 2016/97,
where that customer would not qualify as a "professional client" as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a "qualified investor" as
defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation. The preliminary offering
memorandum prepared in connection with the Offering is not a prospectus for
the purposes of the UK Prospectus Regulation.
This announcement does not constitute and shall not, in any circumstances,
constitute a public offering nor an invitation to the public in connection
with any offer within the meaning of the Prospectus Regulation or otherwise.
The offer and sale of the Notes will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce a prospectus for
offers of securities.
In the United Kingdom, this announcement is directed only persons who (i) have
professional experience in matters relating to investments and who qualify as
investment professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended,
the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.")
of the Financial Promotion Order, or (iii) are persons to whom an invitation
or inducement to engage in investment activity (within the meaning of FSMA) in
connection with the issue or sale of any Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This announcement is directed only at
relevant persons, and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged
in only with relevant persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID - Manufacturer target market
(MIFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS KID - Manufacturer target
market (UK MIFIR product governance) is eligible counterparties and
professional clients only (all distribution channels). No UK PRIIPs key
information document (KID) has been prepared as not available to retail
investors in the United Kingdom.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into certain jurisdictions
may be restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
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