London, 7 April 2022 - 888 (LSE: 888), one of the world’s leading online betting and gaming companies, is pleased to announce the successful completion of the non-pre-emptive placing of 70.8 million new ordinary shares in the capital of the Company announced this morning (the "Placing"), raising gross proceed of approximately £162.9 million. The net proceeds of the Placing will be used to partly fund the acquisition of the international (non-US) business of William Hill ("William Hill").
A total of 70.8 million new ordinary shares of GBP 0.005 each in the capital of the Company (the "Placing Shares") have been placed by J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and Morgan Stanley & Co. International plc ("Morgan Stanley") who are acting as joint global co-ordinators (together the "Joint Global Coordinators") as well as Mediobanca S.p.A., London Branch ("Mediobanca") and Barclays Bank PLC ("Barclays") and together with the Joint Global Coordinators acting as bookrunners (together, the "Bookrunners") at a price of 230 pence per Placing Share (the "Placing Price").
The Placing raised gross proceeds of approximately £162.9 million. The Placing Price of 230 pence represents a premium of 19.8 per cent. to the closing share price of 192 pence on 6 April 2022. The Placing Shares being issued represent 19.1 per cent. of the issued ordinary share capital of the Company as at the time of the annual general meeting.
The Company consulted with a number of its major institutional shareholders prior to the Placing and has respected the principles of pre-emption through the allocation process insofar as possible. The Group is pleased by the strong support it has received from new and existing shareholders.
Applications have been made to the Financial Conduct Authority (the "FCA") and London Stock Exchange plc (the "LSE") respectively for the admission of the Placing Shares to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission"). It is expected that Admission will become effective on or before 8.00 a.m. on 11 April 2022. The Placing is conditional upon, amongst other things, Admission becoming effective and upon the placing agreement between the Company and the Bookrunners (the "Placing Agreement") not being terminated in accordance with its terms prior to Admission.
The Placing Shares will, when issued, be fully paid and rank pari passu in all respects with the existing ordinary shares of £0.005 pence in the capital of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Following the Placing, the Company shall be subject to a new lock-up for a period of 120 days following the date of the Placing Agreement, subject to certain customary carve-outs agreed between the Bookrunners and the Company.
Following Admission, the total number of shares in issue in 888 will be 445,347,195 ordinary shares. Therefore, following Admission, the total number of voting rights in 888 will be 445,347,195. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the FCA.