TIDM888
RNS Number : 5820I
888 Holdings plc
05 December 2022
5 December 2022
888 Holdings Plc
("888", "the Group" or "the Company")
Proposed Offering of Senior Secured Fixed Rate Notes and Senior
Secured Floating Rate Notes
888 (LSE: 888), one of the world's leading betting and gaming
companies with internationally renowned brands including 888,
William Hill, Mr Green and SI Sportsbook, today announces its
intention, through 888 Acquisitions Limited (the "Issuer") a
wholly-owned subsidiary of the Company, to market EUR200,000,000
aggregate principal amount of senior secured notes consisting of
euro-denominated Senior Secured Fixed Rate Notes due 2027 and
euro-denominated Senior Secured Floating Rate Notes due 2028
(together, the "Notes"). The Notes are being offered as additional
notes under the indenture dated as of 19 July 2022 pursuant to
which the Issuer issued EUR400,000,000 Senior Secured Fixed Rate
Notes due 2027 and EUR300,000,000 Senior Secured Floating Rate
Notes due 2028. 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").
The Company will use the gross proceeds of the Offering to repay
and permanently cancel the same amount of its existing indebtedness
under the sterling-denominated term loan A facility made available
to the Issuer pursuant to a senior facilities agreement dated 29
June 2022 (as amended and restated on 19 July 2022). The Company
will transact appropriate hedging arrangements, and the overall
exercise is not expected to materially impact the Company's overall
cost of debt, cash interest costs or leverage ratio.
The Company reserves the right to determine whether or not to
proceed with the Offering based on market and other conditions.
There is no assurance that the Offering will be completed or, if
completed, as to the terms on which it may be completed. Nothing in
this announcement will serve to create any type of commitment
whatsoever on the part of the Group to carry out the Offering and
does not constitute a public offering, a tender or other offer of
any kind, or solicitation to purchase securities of 888.
A copy of this announcement and certain additional company
information contained in the offering memorandum for the Notes will
shortly be available at https://corporate.888.com .
- 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
Investor Relations ir@888holdings.com
James Finney, Director of IR
Media 888@hudsonsandler.com
Hudson Sandler
Alex Brennan / Charlotte Cobb / Andy Richards +44(0) 207 796 4133
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").
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 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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END
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December 05, 2022 03:47 ET (08:47 GMT)
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