17 Jul 2015 17:37
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | 888 Holdings Plc |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
n/a |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | 888 Holdings plc |
(d) Is the discloser the offeror or the offeree? | Offeror |
(e) Date position held: The latest practicable date prior to the disclosure | 17 July 2015 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" |
NO
|
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary shares of 0.5p each | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0.00 | Nil | 0.00 |
(2) Cash-settled derivatives:
| Nil | 0.00 | Nil | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0.00 | Nil | 0.00 |
TOTAL: | Nil | 0.00 | Nil | 0.00 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | NONE |
Details, including nature of the rights concerned and relevant percentages: | NONE |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:
3(a) Interests of directors of 888 Holdings plc in 888 Holdings plc's ordinary shares
| |||||
Name | Number of Ordinary 0.5p Shares interested in | Percentage of total issued share capital (%) | |||
Director Itai Frieberger Brian Mattingley Amos Pickel |
1,395,614 142,857 100,000 |
0.39% 0.04% 0.03% | |||
3(b) Interests in 888 Holding plc's ordinary shares held by directors in awards of ordinary shares under 888 Holding plc's share plans
| |||||
Name
| Number of options under all-employee share plan | Date of grant | Exercise price (GBP) | Exercise period/vesting date | |
Aviad Kobrine
Itai Frieberger
|
136,524101,530 8,591 170,000 60,563 2,448,303 625,000 213,100
248,845
Total 4,012,456
4,537 15,965 34,692
Total 55,194
|
04/10/2005 14/09/2006 30/04/2007 15/01/2008 14/01/2009 24/05/2011 27/03/2012 07/04/2013
28/03/2014
04/10/2005 30/04/2007 08/04/2008 |
Nil Nil Nil Nil Nil Nil Nil Nil
Nil
1.7500 1.2190 1.4939 |
04/10/2015 14/09/2016 30/04/2017 15/01/2018 14/01/2019 24/05/2021 27/03/2022 07/04/2016 (expires on 07/04/2023) 28/03/2017 (expires on 28/03/2024)
04/10/2015 30/04/2017 08/04/2018 | |
Name
| Number of shares under all-employee share plan | Date of grant | Exercise period/vesting date | |
Itai Frieberger
| 12,175 12,175 279,407 310,697
| 21/11/2013 21/11/2013 07/04/2013 28/03/2014 | 21/11/2015 21/11/2016 07/04/2016 28/03/2017 | |
3(c) Interests of employee share trust in 888 Holdings plc's ordinary shares
| ||||
Number of Ordinary 0.5p Shares interested in
| Percentage of total issued share capital (%) | |||
Share Plan Trust
|
46,432
|
0.01%
| ||
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 17 July 2015 |
| Contact name: | Brian Mattingley, Executive Chairman Aviad Kobrine, Chief Financial Officer Itai Frieberger, Chief Operating Officer |
| Telephone number: | +350 200 49800 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.