NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
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PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
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3�October�2017
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Sinitus Nominees Ltd as Trustee of The O Shaked Shares Trust launches an accelerated bookbuild of 46,283,534 shares in 888 Holdings Plc
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Sinitus Nominees Ltd as Trustee of The O Shaked Shares Trust (the "Seller") today announces its intention to sell 46,283,534 ordinary shares (the "Shares") in 888 Holdings Plc ("888" or the "Company") to institutional investors (the "Offering"), being their entire shareholding in the Company. The Shares represent approximately 12.9% of the Company's issued ordinary share capital.
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The Shares will be placed in the Offering in a private placement (i) to institutional investors outside the United States in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or (ii) in the United States only to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance on Rule 144A or another exemption from the registration requirements of the Securities Act. The price per Share will be determined by way of an accelerated bookbuild process, which is to start immediately following this announcement. A further announcement will be made following completion of the bookbuild and pricing of the Offering. The Shares will not be eligible for the dividend declared on 5 September 2017 and payable on 11 October 2017 and will, in all other respects, rank pari passu with the Company's ordinary shares.
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After completion of the Offering the Seller will not hold any ordinary shares in the Company.
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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") are acting as joint bookrunners in connection with the Offering.
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Enquiries:
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J.P. Morgan Cazenove Lorenzo Soler Edward Digby |
+44 (0)20 7742 4000 |
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Morgan Stanley Mark Maislish Angus Millar |
+44(0)20 7425 8000 |
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IMPORTANT NOTICE
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This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction in which the release, publication or distribution of such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
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This announcement does not contain, constitute or form part of an offer of, or the solicitation of an offer to purchase or subscribe for, any securities in the United States, Canada, Australia, Japan or any other jurisdiction. The Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States and no public offering of securities is being made in the United States or in any other jurisdiction.
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In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer of Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.
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No prospectus or offering document has been or will be prepared in connection with the Offering. Any investment decision in connection with the Offering must be made on the basis of all publicly available information relating to 888 and 888's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
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In connection with the Offering, Morgan Stanley, J.P. Morgan Cazenove or any of their respective affiliates may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Shares and other securities of 888 or related investments in connection with the Offering or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Morgan Stanley, J.P. Morgan Cazenove and any of their affiliates acting as investors for their own accounts. Morgan Stanley and J.P. Morgan Cazenove do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in 888 or 888's shares. Morgan Stanley and J.P. Morgan Cazenove, each of which is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority and the PRA in the United Kingdom, are acting for the Seller only in connection with the Offering and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients of Morgan Stanley or J.P. Morgan Cazenove, nor for providing advice in relation to the Shares or the Offering.
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