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16 May 2022
888 Holdings Plc
("888" or "the Group")
Results of EGM 16 May 2022
888 (LSE: 888), one of the world's leading online betting and gaming companies, is pleased to announce that at its Extraordinary General Meeting held in London on 16 May 2022, the Ordinary Resolution outlined below was passed on a poll by shareholders. The results of the poll vote was as follows. The number of ordinary shares of GBP£0.005 in issue at the date of the EGM was 446,256,077.
Ordinary Resolution | For | % of Total Votes Cast | Against | % of Total Votes Cast | Vote withheld1 |
THAT the Proposed Acquisition under and on the terms set out in the Sale and Purchase Agreement be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Sale and Purchase Agreement (provided that any such waivers, amendments, variations or extensions are not of a material nature) and to do all things as they may consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Proposed Acquisition and any matters incidental to the Proposed Acquisition. | 306,997,411
| 99.73
| 819,264
| 0.27
| 18,306
|
1 A vote withheld is not a vote in law and is not counted in the votes for or against the Resolution.
Lord Mendelsohn, Non-Executive Chairman of 888 Holdings Plc, commented:
"We are delighted with the support of our shareholders for our proposed acquisition of William Hill and would like to thank them for their continued, constructive engagement as part of this process. We look forward to completing this transformational acquisition at the end of June, creating a global online betting and gaming leader through the combination of two highly complementary businesses and two of the industry's leading brands."
Completion of the Acquisition, and the re-admission of the entire share capital of the Company for listing on the premium listing segment of the Official List of the FCA and to trading on the main market of the London Stock Exchange, is expected to occur on or around 30 June 2022 and further updates will be made in due course. For further details of the Acquisition, please refer to the Prospectus, which is available on the Company's website http://corporate.888.com/ and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of the Resolutions will shortly be submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the Listing Rules and will be available for inspection shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used in this announcement shall have the meanings set out in the Company's announcement dated 29 April 2022.
- Ends -
Enquiries and further information:
888 Holdings Plc | +350 200 49 800 |
Itai Pazner, Chief Executive Officer Yariv Dafna, Chief Financial Officer Vaughan Lewis, Chief Strategy Officer | |
James Finney, Director of Investor Relations Elizabeth Bisby, Company Secretary | ir@888holdings.com corporate.secretary@888holdings.com
|
Media Hudson Sandler Alex Brennan / Charlotte Cobb / Andy Richards |
888@hudsonsandler.com +44(0) 207 796 4133 |
About 888 Holdings Plc:
888 Holdings plc (and together with its subsidiaries, "888" or the "Group") is one of the world's leading online betting and gaming companies. 888'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 by developing state-of-the-art technology and products that provide fun, fair and safe online betting and gaming entertainment to customers around the world.
888 has been at the forefront of the online gaming industry since its foundation in 1997, leveraging its proprietary technology to create an innovative and world-class online betting and gaming experience. The Group is structured into two lines of business: B2C, under the 888 brands, and B2B, conducted through Dragonfish, which provides partners a leading platform through which to establish an online gaming presence and monetise their own brands in a safe and responsible manner.
In recent years, 888's continued focus on innovation has been recognised through industry awards. In 2021, the Group was named Casino Operator of the Year and its in-house sportsbook was recognised as the In-House Product of the Year at eGaming Review's (EGR) prestigious Operator of the Year Awards. In the same year, the Group also won the Poker Marketing Campaign at EGR's Marketing & Innovation Awards for its Made to Play campaign.
888's consumer facing websites offer more than just online betting and gaming. They are entertainment destinations: places where people can enjoy a truly interactive experience and be part of an online community that shares common interests. 888's strong and trusted brands are all accessible through www.888.com.
Find out more about 888 at http://corporate.888.com/.
Important Notices
This announcement has been issued by and is the sole responsibility of the Company. 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. The Prospectus will give further details of the Acquisition and all shareholders are advised to read the Prospectus in full.
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. Shares will not be generally made available or marketed to the public in the UK or any other jurisdiction in connection with the Acquisition.
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 will not regard any other person as its client in relation to the Acquisition 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 the regulatory regime established thereunder, 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 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. Furthermore, each of the Banks and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.
No person has been authorised to give any information or to make any representations other than those contained in the Prospectus 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.