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888 Holdings plc (888)

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Friday 17 July, 2015

888 Holdings plc

Rule 2.7 announcement

RNS Number : 3188T
888 Holdings plc
17 July 2015
 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY NEW 888 SHARES IN CONNECTION WITH THE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 July 2015

RECOMMENDED OFFER

for

bwin.party digital entertainment plc ("bwin.party")
by

888 Acquisitions Limited ("Offeror")

a subsidiary of 888 Holdings plc ("888")

Summary

·        The boards of 888 and bwin.party are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which Offeror will acquire the entire issued and to be issued ordinary share capital of bwin.party. Offeror has been newly incorporated in Gibraltar for the purposes of the Offer. It is proposed that the Offer will be effected by means of a scheme of arrangement of bwin.party under Part VIII of the Gibraltar Companies Act.

·        Under the terms of the Offer, bwin.party Shareholders will be entitled to receive:

For each bwin.party Share:                   39.45 pence in cash

and

0.404 New 888 Shares

·        Based on the closing price of 160.00 pence per 888 Share on 16 July 2015 (being the last practicable date prior to the release of this announcement), the Offer represents:

a value of approximately 104.09 pence per bwin.party Share;

a premium of approximately 16.4 per cent. to the closing price per bwin.party Share of 89.40 pence on 14 May 2015 (being the last Business Day prior to bwin.party's announcement on 15 May 2015 in relation to its discussions with third parties regarding a variety of possible business combinations);

a premium of approximately 24.1 per cent. to the volume weighted average closing price per bwin.party Share of 83.87 pence in the last three months prior to 14 May 2015; and

a value of approximately £898.3 million for bwin.party's entire issued and to be issued share capital.

·        The Offer will include a Mix and Match Facility, so that bwin.party Shareholders will be able to elect to vary the proportions of cash and New 888 Shares they receive, subject to offsetting elections made by other bwin.party Shareholders. The Mix and Match Facility will not change the total number of New 888 Shares to be issued by 888 or the total cash consideration to be paid to bwin.party Shareholders pursuant to the Offer.

·        888 is one of the world's most popular online gaming entertainment and solutions providers, offering casino, poker, bingo and sports betting products and is ranked second in global poker liquidity. 888 is traded on the London Stock Exchange with a premium listing and is incorporated and headquartered in Gibraltar. As of close of trading at the last practicable date prior to the release of this announcement, 888 had a market capitalisation of approximately £570.8 million.

·        The 888 Board and the bwin.party Board believe the Offer represents a transformational opportunity for both 888 and bwin.party and offers the potential to enhance shareholder value. By combining the complementary businesses of 888 and bwin.party, the 888 Board and the bwin.party Board anticipate that the Enlarged Group will benefit from significantly enhanced scale, an enhanced product offering and significant cost and revenue synergies. It is expected that such cost synergies will amount to not less than US$70 million per annum (before tax) by the end of the 2018 financial year. To the extent the Studios strategy described below is approved and ultimately implemented by the 888 Board, it will reduce some of the identified cost synergies. However, the 888 Board will only implement the Studios strategy if any shortfall in the synergies would be more than offset by the revenues gained and the value opportunity created.

·        The acquisition of bwin.party by Offeror is expected to be earnings enhancing for 888 (excluding one-off costs) in the first full financial year of ownership.[1]

·        The bwin.party Board and 888 Board have also identified a number of strategic options to be considered in respect of the business and operations of the Enlarged Group. One of these opportunities is to create potential additional value for the Enlarged Group's shareholders by building the bwin.party technology business called "Studios".  Subject to the 888 Board determining both that Studios has acquired the requisite critical mass as well as presenting an attractive business case, the Enlarged Group's strategy would include establishing the Studios B2B business as a stand-alone business and potentially spinning it off into a separate listed vehicle (its shares being distributed to the then existing 888 Shareholders), once appropriate service level agreements with the rest of the Enlarged Group have been finalised and the integration of the Enlarged Group's B2C businesses completed.

·        It is proposed that Liz Catchpole, a bwin.party independent non-executive director and Chair of the bwin.party Audit & Risk Committee, and Martin Weigold, bwin.party's Chief Financial Officer, will join the 888 Board as an independent non-executive director and a non-executive director, respectively, on Completion.  In addition, it is proposed that Norbert Teufelberger, bwin.party's Chief Executive Officer, who has 15 years' experience of running an online sports book, will, under the terms of an agreement to be agreed with 888, provide consultancy services as and when required by the 888 Board with regard to the Enlarged Group's sports-betting offering.

·        The cash consideration payable by Offeror under the terms of the Offer will be financed through a new US$600 million term loan credit facility.

·        Following completion of the Offer, bwin.party Shareholders will own approximately 48.9 per cent. of the issued ordinary share capital of the Enlarged Group.

·        The bwin.party Directors, who have been so advised by Deutsche Bank, consider the terms of the Offer to be fair and reasonable. In providing advice to the bwin.party Directors, Deutsche Bank has taken into account the commercial assessments of the bwin.party Directors.

·        Accordingly, the bwin.party Directors intend unanimously to recommend that bwin.party Shareholders vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting as the bwin.party Directors have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings of 14,388,127 bwin.party Shares representing, in aggregate, approximately 1.7 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement). Further details of these irrevocable undertakings are set out in Appendix III to this announcement.

·        The Offer will be put to bwin.party Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least three-quarters in value of the Scheme Shares voted at the Court Meeting. In addition, special resolutions implementing the Scheme and approving the related Capital Reduction must be passed by bwin.party Shareholders representing at least three-quarters of votes cast at the General Meeting.

·        In addition to the irrevocable undertakings received from the bwin.party Directors, 888 and Offeror have received letters of intent to vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting from certain other bwin.party Shareholders in respect of an aggregate of 90,060,415 bwin.party Shares representing, in aggregate, approximately 10.9 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement). Further details of these letters of intent are set out in Appendix III to this announcement.

·        In total, therefore, 888 and Offeror have received either irrevocable undertakings or letters of intent to vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting over, in aggregate, 104,448,542 bwin.party Shares, representing approximately 12.7 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement).

·        The Offer will be put to the vote of existing 888 Shareholders as a class 1 transaction for the purpose of the UK Listing Rules.

·        The 888 Directors consider the Offer to be in the best interests of 888 and the 888 Shareholders as a whole and intend unanimously to recommend that 888 Shareholders vote in favour of each of the resolutions to be proposed at the 888 General Meeting which will be convened in connection with the Offer as the 888 Directors have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings of 1,638,471 888 Shares representing, in aggregate, approximately 0.5 per cent. of the ordinary share capital of 888 in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement).

·        In addition to the irrevocable undertakings received from the 888 Directors, Offeror has received irrevocable undertakings from certain 888 Shareholders representing, in aggregate, approximately 58.8 per cent. of the ordinary share capital of 888 in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement), to vote in favour of all the resolutions to be proposed at the 888 General Meeting.

·        The 888 Directors have received financial advice from Investec Bank plc and Stifel, Nicolaus & Company, Incorporated in relation to the Offer.  In providing their advice to the 888 Directors, Investec Bank plc and Stifel, Nicolaus & Company, Incorporated have relied upon the commercial assessments of the Offer of the 888 Directors.

·        The Offer is subject to the Conditions and further terms set out in Appendix I to this announcement including the sanction of the Scheme by the Court, the satisfaction of certain regulatory conditions, approval of the Offer and certain matters in connection therewith by 888 Shareholders and Admission to Trading of the New 888 Shares.

·        bwin.party, Offeror and 888 have entered into the Co-operation Agreement in relation to the Offer pursuant to which, among other things, a break payment may be payable by Offeror or bwin.party if the Offer lapses in certain circumstances. Further details are set out in paragraph 20 of this announcement.

·        The Scheme Document, containing further information about the Offer, notices convening the Court Meeting and the General Meeting and the expected timetable, will be made available by 888 on its website at www.888holdingsplc.com and by bwin.party on its website at www.bwinparty.com as soon as practicable.

·        The Prospectus, containing information about the New 888 Shares and the Enlarged Group, is expected to be published by 888 at the same time as the Scheme Document is sent to bwin.party Shareholders. The Prospectus will be made available by 888 on the 888 website at www.888holdingsplc.com. It is also expected that the 888 Class 1 Circular, containing details of the Offer and notice of the 888 General Meeting at which resolutions will be proposed for the approval of the Offer by 888 Shareholders, will be posted to 888 Shareholders at the same time as the Scheme Document is posted to bwin.party Shareholders.

·        It is currently expected that the Scheme Document, the Prospectus and the 888 Class 1 Circular will be posted by the end of August 2015.

·        It is currently expected that the Scheme will become effective by the end of Q4 in 2015 or in the early part of Q1 in 2016, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I to this announcement.

·        Allen & Overy LLP is acting as legal adviser to 888 and Freshfields Bruckhaus Deringer LLP is acting as legal adviser to bwin.party.

 

Commenting on the Offer, Brian Mattingley, Executive Chairman of 888, said:

"This is a transformational opportunity for 888 in the consolidating online gaming industry, which is expected to grow significantly over the coming years.  The Enlarged Group will benefit from significantly enhanced scale, an improved product offering as well as significant cost and revenue synergies. It delivers a substantial premium to bwin.party Shareholders whilst also giving them the opportunity to participate in this value creation opportunity.  888's management have a well-established track record of delivering outperformance since 2011 and we look forward to working with our new colleagues to create a global leader."

 

Commenting on the Offer, Philip Yea, Chairman of bwin.party, said:

"A year ago we set out to explore industry consolidation opportunities whilst working to improve our core business. We have made substantial progress on both counts and our announcement today marks the first step in a new phase in our short history. Bringing our two groups together will generate substantial financial synergies for the benefit of both sets of shareholders and create a strong player with the breadth of product, brands and geographic coverage to grow faster than either business would be able to achieve stand-alone. Drawing upon a wealth of experience accumulated over the past few years, our management team looks forward to working with new colleagues to realise the considerable potential that this business combination presents."

There will be a conference call and presentation for sell-side analysts at 10.30am (BST) today, which will also be made available at www.888holdingsplc.com. For further details please contact [email protected]

 

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions to be set out in the Scheme Document.

Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this summary and this announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to the Offer that are referred to in this announcement. Appendix IV contains definitions of certain terms used in this summary and in this announcement.

 

Enquiries:


888 Holdings plc

+35 0200 49800

Brian Mattingley, Executive Chairman

Aviad Kobrine, Chief Financial Officer




Investec Bank plc (Joint Financial Adviser, Sponsor and Broker to 888 and Offeror)

+44 (0) 20 7597 5970

Garry Levin

Duncan Williamson




Stifel, Nicolaus & Company, Incorporated (Joint Financial Adviser to 888 and Offeror)

+1 (212) 847 6680

John Orem

Derek Herbert




Hudson Sandler (Public Relations Adviser to 888)

+44 (0) 20 7796 4133

Andrew Hayes

Alex Brennan

 




bwin.party digital entertainment plc

+44 (0) 207 337 0177

Philip Yea, Chairman
Peter Reynolds




Deutsche Bank (Financial Adviser and Joint Broker to bwin.party)

+44 (0) 20 7545 8000

James Arculus
James Maizels

Charles Wilkinson (Corporate Broker)




Numis Securities (Joint Corporate Broker to bwin.party)

+44 (0) 20 7260 1000

Michael Meade

Rupert Krefting




FTI Consulting  (Public Relations Adviser to bwin.party)

+44 (0) 20 3727 1067

Ed Bridges

Alex Le May


 

Important Notices

Investec Bank plc which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Offeror and 888 and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Offeror or 888 for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Stifel, Nicolaus & Company, Incorporated is acting exclusively for Offeror and 888 and no one else in connection with the contents of this announcement, and will not be responsible to anyone other than Offeror or 888 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.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch, is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available on request. Deutsche Bank is acting as financial adviser to bwin.party and no one else in connection with the Offer or the contents of this announcement and will not be responsible to anyone other than bwin.party for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Offer or any other matters referred to herein.

Numis Securities Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for bwin.party and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than bwin.party for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

 

The City Code on Takeovers and Mergers

By virtue of its status as a Gibraltar incorporated company, the City Code does not apply to bwin.party. bwin.party has incorporated certain takeover-related provisions into its articles of association but these do not provide bwin.party Shareholders with the full protections offered by the City Code and enforcement of such provisions are the responsibility of bwin.party, not the Panel. Accordingly, bwin.party Shareholders are reminded that the Panel does not have responsibility, in relation to bwin.party, for ensuring compliance with the City Code and is not able to answer shareholders' queries in that regard. bwin.party and Offeror have agreed in the Co-operation Agreement certain matters regarding the application of the City Code to the Offer, and the terms of that agreement are summarised in the following announcement.

In particular, public disclosures consistent with the provisions of Rule 8 of the City Code (as if it applied to bwin.party) should not be emailed to the Panel, but, as described below, released directly through a Regulatory Information Service.

Further Information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of the Scheme Document to be published by bwin.party, or any other document by which the Offer is made, which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

bwin.party will prepare the Scheme Document to be distributed to bwin.party Shareholders. The Prospectus in relation to the New 888 Shares will be published by 888 on the date on which the Scheme Document is posted, and will contain information about the Offer and the New 888 Shares. bwin.party, 888 and Offeror urge bwin.party Shareholders to read the Scheme Document and the Prospectus carefully when they become available because they will contain important information relating to the Offer and the New 888 Shares.

888 will also prepare the 888 Class 1 Circular to be distributed to 888 Shareholders. 888 urges 888 Shareholders to read the 888 Class 1 Circular carefully when it becomes available because it will contain important information in relation to the Offer and the New 888 Shares.

Any vote in respect of the resolutions to be proposed at the Court Meeting, the General Meeting or the 888 General Meeting to approve the Offer and related matters should be made, in the case of bwin.party Shareholders, only on the basis of the information contained in the Scheme Document, the Prospectus and, in the case of 888 Shareholders, only on the basis of the information contained in the 888 Class 1 Circular.

The New 888 Shares are not being offered to the public by means of this announcement. This announcement is an advertisement and is for information purposes only and does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English and Gibraltar law, the rules of the London Stock Exchange and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Gibraltar.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Gibraltar or who are subject to the laws of other jurisdictions will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, and no person may vote in respect of the Offer by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to bwin.party Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable requirements.

This announcement is not addressed to the public in Israel and no capital is raised pursuant to this announcement or pursuant to any transaction or action described herein. The publication of this announcement does not constitute an offer to the public in Israel and Israeli laws do not apply with respect to reporting by 888 or bwin.party.

Notes to US holders of bwin.party Shares

US bwin.party Shareholders should note that the Offer relates to the securities of a Gibraltar company which are admitted to trading on a UK regulated market, is subject to Gibraltar and UK procedural and disclosure requirements (which are different from those of the United States) and is proposed to be implemented under a scheme of arrangement provided for under the company law of Gibraltar.  A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act.  Accordingly, the Scheme will be subject to Gibraltar procedural and disclosure requirements and practices, which are different from the procedural and disclosure requirements of the US proxy solicitation or tender offer rules.  The financial information with respect to bwin.party included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.  If Offeror exercises its right to implement the acquisition of the bwin.party Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The New 888 Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New 888 Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New 888 Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. bwin.party Shareholders who will be affiliates of Offeror after the Effective Date will be subject to certain US transfer restrictions relating to the New 888 Shares received pursuant to the Scheme. For a description of these and certain further restrictions on offers, sales and transfers of the New 888 Shares and the distribution of this announcement, see paragraph 17 of this announcement.

The receipt of New 888 Shares and cash pursuant to the Offer by a US bwin.party Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each bwin.party Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.

It may be difficult for US bwin.party Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Offeror and bwin.party are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US bwin.party Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgement.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States. Unless otherwise determined by Offeror or required by the City Code (as if it applied), and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Notice to Bermuda residents

The securities being offered pursuant to the Offer will be offered on a private basis to investors who satisfy criteria outlined in the Scheme Document.  This announcement and/or the Prospectus and/or the Scheme Document are not subject to and have not received approval from either the Bermuda Monetary Authority or the Registrar of Companies in Bermuda and no statement to the contrary, explicit or implicit, is authorised to be made in this regard.

The securities being offered pursuant to the Offer may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda. Additionally, non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do so under applicable Bermuda legislation. Engaging in the activity of offering or marketing the securities being offered in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda.

Austria

Neither this announcement, the Prospectus,  the Scheme Document or any other document relating to the Offer have been submitted to or will be submitted for approval or recognition to the Austrian Financial Markets Authority (Österreichische Finanzmarktaufsicht - FMA). The Offer will be made to bwin.party Shareholders in Austria in reliance on (a) § 3 (1) 8 of the Austrian Capital Market Act (Kapitalmarktgesetz - KMG) In addition, the Offer will be made (b) to bwin.party Shareholders in Austria who are "qualified investors" (qualifizierte Anleger) in the sense of § 1 (1) 5a of the Austrian Capital Market Act. Insofar as Austria is concerned, this announcement, the Prospectus, the Scheme Document and any other documents relating to the Offer are being issued only for the personal use of qualified investors and exclusively for the purpose of the Offer. The information contained in this announcement, the Prospectus, the Scheme Document and any documents relating to the Offer may not be used for any other purpose or disclosed to any other person in Austria.

Forward Looking Statements

This announcement contains statements about 888, Offeror and bwin.party and the Enlarged Group that are or may be forward looking statements and which are prospective in nature. All statements other than statements of historical facts included in this announcement may be forward looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of 888's, Offeror's or bwin.party's operations and potential synergies resulting from the Offer; (iii) the effects of government regulation on 888's, Offeror's or bwin.party's business; and (iv) the effects of global economic conditions on 888's, Offeror's, bwin.party's or the Enlarged Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected, expressed or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Offeror disclaims any obligation to update or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the UK Financial Services and Market Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for 888 or bwin.party, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for 888 or bwin.party, as appropriate.

Disclosure requirements

bwin.party is a Gibraltar company and is therefore not subject to the City Code. Accordingly, shareholders of bwin.party and others dealing in bwin.party Shares are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosure of dealings as if the City Code applied and as if bwin.party were in an "offer period" under the City Code. bwin.party Shareholders and persons considering the acquisition or disposal of any interest in bwin.party Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in bwin.party Shares.

bwin.party's website contains the form of disclosure requested. If you are in any doubt as whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

In light of the foregoing, as provided in Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. or more of any class of "relevant securities" of bwin.party or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") must make an Opening Position Disclosure following the release of this Announcement.

An Opening Position Disclosure should contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) bwin.party and (ii) any "securities exchange offeror(s)". Persons to whom Rule 8.3(a) would have applied had the City Code been applicable should make an Opening Position Disclosure by no later than 3:30 p.m. (London time) on the tenth "business day" following the commencement of the "offer period" which begins upon the release of this Announcement. Relevant persons who undertake "dealings" in the relevant securities of bwin.party or a "securities exchange offeror" prior to the deadline for making an Opening Position Disclosure should instead make a Dealing Disclosure.

Rule 8.3(b) of the City Code provides that if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a Dealing Disclosure by no later than 3:30 p.m. (London time) on the "business day" following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. Under Rule 8 of the City Code, a Dealing Disclosure would contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) bwin.party and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed under Rule 8.

Accordingly, in the case of both an Opening Position Disclosure and Dealing Disclosure (if any), disclosures of interests in the shares of each of Offeror and bwin.party should be made.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of bwin.party or a "securities exchange offeror", they would, if the City Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Consistent with the provisions of Rule 8.1 of the City Code, Opening Position Disclosures should be made by bwin.party and by any "offeror", and all "dealings" in "relevant securities" of bwin.party by bwin.party, by any "offeror" or by any persons "acting in concert" with any of them, should be disclosed in a Dealing Disclosure by no later than 12:00 p.m. (London time) on the "business day" following the date of the relevant transaction.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" by reference to the above, you should contact an independent financial adviser authorised by the FCA under the FSMA.

In light of the above, and in accordance with Rule 2.10 of the Code:

·     888 announces that, as at the date of this announcement, it has 356,773,766 ordinary shares of 0.5 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the 888 Shares is GI000A0F6407.

 

·     bwin.party announces that, as at the date of this announcement, it has 825,527,589 ordinary shares of 0.015 pence each in issue and admitted to trading on the main market of the London Stock Exchange. Each share carries the right to one vote, with the exception of shares held by bwin.party's employee benefit trust, which has waived the voting rights in respect of the shares it holds. As at the date of this announcement bwin.party's employee benefit trust holds 1,350,234 ordinary shares and therefore the total number of ordinary shares with voting rights is 824,177,355. The International Securities Identification Number for the bwin.party Shares is GI000A0MV757.

 

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by bwin.party Shareholders, persons with information rights and other relevant persons for the receipt of communications from bwin.party may be provided to Offeror during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c) of the City Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on 888's and bwin.party's websites at www.888holdingsplc.com and www.bwinparty.com respectively by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary of bwin.party during business hours on +350 200 47191 or by submitting a request in writing to the Company Secretary of bwin.party at Suite 6, Atlantic Suites, Europort Avenue, Gibraltar. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 



 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY NEW 888 SHARES IN CONNECTION WITH THE OFFER EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS WHICH IS PROPOSED TO BE PUBLISHED IN DUE COURSE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 July 2015

RECOMMENDED OFFER

for

bwin.party digital entertainment plc ("bwin.party")
by

888 Acquisitions Limited ("Offeror")

a subsidiary of 888 Holdings plc ("888")

1.       Introduction

The boards of 888 and bwin.party are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which Offeror will acquire the entire issued and to be issued ordinary share capital of bwin.party. Offeror has been newly incorporated in Gibraltar for the purposes of the Offer. It is proposed that the Offer will be effected by means of a scheme of arrangement of bwin.party under Part VIII of the Gibraltar Companies Act.

2.       The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, bwin.party Shareholders will be entitled to receive:

For each bwin.party Share:                   39.45 pence in cash

and

0.404 New 888 Shares

Based on the closing price of 160.00 pence per 888 Share on 16 July 2015 (being the last practicable date prior to the release of this announcement), the Offer represents:

·     a value of approximately 104.09 pence per bwin.party Share;

·     a premium of approximately 16.4 per cent. to the closing price per bwin.party Share of 89.40 pence on 14 May 2015 (being the last Business Day prior to bwin.party's announcement on 15 May 2015 in relation to its discussions with third parties regarding a variety of possible business combinations);

·     a premium of approximately 24.1 per cent. to the volume weighted average closing price per bwin.party Share of 83.87 pence in the last three months prior to 14 May 2015; and

·     a value of approximately £898.3 million for bwin.party's entire issued and to be issued share capital.

To the extent that any Permitted Dividend on the bwin.party Shares is declared by the bwin.party Board with a record date falling within the Relevant Period, the bwin.party Shareholders as at the record date for that Permitted Dividend will be entitled to receive and retain that Permitted Dividend.

bwin.party Shareholders will have no entitlement to any Permitted Dividend on the 888 Shares declared by the 888 Board with a record date falling within the Relevant Period.

The Offer will include a Mix and Match Facility, so that bwin.party Shareholders will be able to elect to vary the proportions of cash and New 888 Shares they receive, subject to offsetting elections made by other bwin.party Shareholders. The Mix and Match Facility will not change the total number of New 888 Shares to be issued by 888 or the total cash consideration to be paid to bwin.party Shareholders pursuant to the Offer. Please refer to paragraph 16 of this announcement for further detail.

If the Offer becomes Effective, it will result in the allotment and issue of approximately 341.6 million New 888 Shares to bwin.party Shareholders, which would result in former bwin.party Shareholders holding approximately 48.9 per cent. of the issued ordinary share capital of the Enlarged Group.

Details of how UK and Gibraltar shareholders can hold, access and trade the New 888 Shares will be set out in the Scheme Document and the Prospectus. UK and Gibraltar shareholders will be able to hold their shares through any of the ways currently available to 888 Shareholders, including through an intermediary of their own choice should they wish to do so.

The Offer is subject to the Conditions and further terms set out in Appendix I to this announcement including the sanction of the Scheme by the Court, the satisfaction of certain regulatory conditions, approval of the Offer and certain matters in connection therewith by 888 Shareholders and Admission to Trading of the New 888 Shares.

It is expected that the Scheme Document, containing further information about the Offer, notices convening the Court Meeting and the General Meeting and the expected timetable, will be published as soon as reasonably practicable after the date of this announcement (this is currently expected to be by the end of August 2015), and that the Scheme will become effective by  the end of Q4 in 2015 or in the early part of Q1 in 2016 (subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I to this announcement).

The Prospectus, containing information about the New 888 Shares and the Enlarged Group, will be published by 888 at the same time as the Scheme Document is sent to bwin.party Shareholders.

3.       Background to and reasons for the Offer

The online gaming industry was launched in the mid-1990s and has gained momentum over subsequent years with the roll-out and adoption of increasingly higher-speed internet access globally.  This, together with the recent proliferation of smartphones and mobile gambling, has resulted in significant growth in the online gaming market.

It is estimated that the global online gaming segment generated gross gaming revenue in 2014 of approximately US$34.8billion, representing 8.6 per cent. of the global gaming market. The global online gaming segment is expected to grow to approximately US$48.6 billion by 2018, implying a compound annual growth rate of 8.7 per cent.[2]

Alongside the growth in the global online gaming segment, certain governments have, over recent years, adopted specific internet gaming regulatory frameworks with the aim of protecting customers, promoting choice, raising taxes and reducing crime.  The global and national regulatory landscapes continue to develop and the 888 Directors believe these developments will continue to be increasingly important elements of the online gaming industry.

The 888 Directors also believe that as a result of both the growth in the industry and the heightened regulatory environment governing global and national online gaming markets, the industry is experiencing a level of consolidation not previously seen and which the 888 Directors expect to continue. 

The combination of increasing product and channel complexity and the shift towards increasingly heterogeneous nationally regulated markets has driven a requirement for operators to have scale in both absolute terms as well as in each product category and geographic market in which they operate.

888 expects that those companies with significant customer liquidity, proven and scalable technology, strong management teams, recognised leading brands, innovative CRM practices, broad product offerings in multiple languages and currencies across multiple platforms and devices, and experience of operating within a regulated environment, will be best placed to take advantage of such market consolidation.

The bwin.party Board and 888 Board have also identified a number of strategic options to be considered in respect of the business and operations of the Enlarged Group. One of these opportunities is to create potential additional value for the Enlarged Group's shareholders by building the bwin.party technology business called "Studios".  Subject to the 888  Board determining both that Studios has acquired the requisite critical mass as well as presenting an attractive business case, the Enlarged Group's strategy would include establishing the Studios B2B business as a stand-alone business and potentially spinning it off into a separate listed vehicle (its shares being distributed to the then existing 888 Shareholders), once appropriate service level agreements with the rest of the Enlarged Group have been finalised and the integration of the Enlarged Group's B2C businesses completed. 

The Studios business would provide a proven and robust B2B platform with platform integration services offering online casino and poker offerings, in addition to a sports betting offering using modules of the current bwin sports book solution. The 888 Board intends that Studios would continue to provide services to bwin.party's current B2B customers, including its US customers, and increase Studios' portfolio through the addition of an attractive pipeline of potential future customers.

The 888 Directors therefore believe that the Offer represents a transformational opportunity for both 888 and bwin.party and offers the potential to enhance shareholder value.

By combining the complementary businesses of 888 and bwin.party, the Enlarged Group is expected to have the following advantages:

·     Significantly enhanced scale:

the 888 Directors believe that the Offer will provide the Enlarged Group with the opportunity to become one of the leading operators in the global online gaming industry with pro forma combined annual revenues of approximately US$1.1 billion for 2014 with a well-diversified and large international customer base;

the 888 Directors also believe that the Offer will create the opportunity for 888 and bwin.party to combine their digital gaming platforms and to potentially expand the Enlarged Group's market share and scale in both existing and developing jurisdictions; and

in addition the 888 Directors anticipate that the Offer will provide the Enlarged Group with the ability to leverage economies of scale as the online gaming market reaches a more mature phase.

 

·     An enhanced product offering:

888 anticipates that the Enlarged Group will have a diversified portfolio of marketed products, with strong positions in sports betting, poker, casino and bingo, creating additional cross-selling opportunities across multiple online gaming products. Specifically, the 888 Directors believe that the Enlarged Group will be able to leverage 888's market presence and expertise in poker and casino alongside bwin.party's leading sports business.

 

·     Significant cost synergies:

888 anticipates that the Offer will create scope to rationalise certain operational and support functions as well as create greater efficiencies across IT platforms. 888 expects this to include reduced investment in redundant and duplicated technologies;

the 888 Directors believe that the Enlarged Group will benefit from rationalising facilities in several jurisdictions;

888 expects the Enlarged Group to achieve greater efficiencies in purchasing, marketing and services due to the Enlarged Group's anticipated greater scale and purchasing volumes; and

888 anticipates that the Offer will create opportunities to reduce administration expenses such as duplicated regulation/certification costs and public company costs.

 

·     Significant revenue synergies:

888 expects the Offer to create opportunities to cross-sell bwin.party's leading sports product to 888's customer base;

the 888 Directors believe that the consolidated liquidity pool of the Enlarged Group will help to drive further volume and potentially create a business that would be ranked second in terms of poker liquidity;

888 expects that the Offer will create opportunities to implement 888's industry leading back office and CRM systems for bwin.party's existing customer base helping to enhance bwin.party's brands and drive incremental revenue for the Enlarged Group;

the 888 Directors believe that the Enlarged Group will benefit from the application of sophisticated marketing techniques to an expanded customer base across a broader product offering; and

888 anticipates that the Enlarged Group will benefit from the application of a potentially industry leading mobile proposition to an expanded customer base across a broader product offering.

Further information regarding expected synergies is set out in paragraph 11 of this announcement.

For the year ended 31 December 2014, bwin.party generated Clean EBITDA of €101.2 million on revenue of €611.9 million. At 31 December 2014, bwin.party had net assets of €565.0 million and gross assets of €914.0 million.

On a standalone basis, the Offer is expected to be earnings enhancing for 888 (excluding one-off costs) in the first full financial year of ownership[3].

An unaudited pro forma statement of net assets illustrating the effect of the Offer and the drawdowns under the new credit facility on the 888 Group's net assets as at 31 December 2014, as if they had been undertaken at that date, will be set out in the Prospectus and the 888 Class 1 Circular.

4.       Recommendation

The bwin.party Directors, who have been so advised by Deutsche Bank, consider the terms of the Offer to be fair and reasonable. In providing advice to the bwin.party Directors, Deutsche Bank has taken into account the commercial assessments of the bwin.party Directors.

Accordingly, the bwin.party Directors intend unanimously to recommend that bwin.party Shareholders vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting as the bwin.party Directors have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings of 14,388,127 bwin.party Shares representing, in aggregate, approximately 1.7 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement).

5.       Governance

It is proposed that Liz Catchpole, a bwin.party independent non-executive director and Chair of the bwin.party Audit & Risk Committee, and Martin Weigold, bwin.party's Chief Financial Officer, will join the 888 Board as an independent non-executive director and a non-executive director, respectively, on Completion. In addition, it is proposed that Norbert Teufelberger, bwin.party's Chief Executive Officer, who has 15 years' experience of running an online sports book, will, under the terms of an agreement to be agreed with 888, provide consultancy services as and when required by the 888 Board with regard to the Enlarged Group's sports-betting offering.  This consultancy agreement, the principal terms of which will be disclosed in the Scheme Document and the Prospectus, will have a maximum term of three years to cover the integration period.   

6.       Background to and reasons for the recommendation

The online gaming industry began to emerge in the 1990s and since then has grown strongly with online gaming viewed in many countries today as a mainstream form of entertainment for adults. As noted above, the global online gaming segment of the global gaming market has already become a large and vibrant market and this is expected to continue with further growth over the coming years. 

Progress towards better regulation, increasing accessibility and an improving experience for customers are all expected to act as key growth drivers.

Revenue growth has been driven by more prevalent and faster broadband connectivity as well as the development of real money gaming products for mobile channels. Significant investment in marketing and product development by online gaming companies has also played a significant part in growing the market with the result that adults in most countries are today able to access online gaming of one form or another through digital channels. 

At the same time there has been a significant shift towards regulatory frameworks with several governments around the world increasing their oversight and control of this activity.  This represents a positive step for consumers as it provides clarity about the legality of the activity and also ensures that suitable protections are in place to protect consumers from unscrupulous operators. 

Whilst these trends provide a generally favourable commercial backdrop, operators' ability to meet the ever-increasing demands of consumers has been challenged by a rapidly changing environment.  In order to secure and maintain relevant market share, it is increasingly the case that operators need recognisable brands and to be able to offer a full suite of products across all channels, placing even greater demands on operators' technological and financial resources. 

The shift to nationally regulated markets means that operators must also pay the associated licensing and certification fees and often significant gaming taxes that tend to be levied on either the amount wagered or gross gaming revenue generated by a particular online gaming activity. 

The combination of increasing product and channel complexity and the shift towards increasingly heterogeneous nationally regulated markets has driven a requirement for operators to have scale in both absolute terms as well as in each product category and geographic market in which they operate. 

The bwin.party Board believe that operators that develop and operate their own technology can retain independent control when deciding which products they wish to offer in which market. They can also differentiate their product suite from competitors and avoid paying expensive product and technology licensing fees to a third party provider.

bwin.party is a sizeable online gaming business with significant revenues and operating profits, generated from customers in a number of different markets.  However, the demands of an increasingly complex product offering across a broadly diverse international revenue base, coupled with the transition to nationally regulated frameworks in many of its markets has stretched the bwin.party Group's technical and financial resources over the past few years and has also held back the bwin.party Group's financial performance. 

It is against this background that the bwin.party Directors decided that, whilst a series of management initiatives including the shift to a label-led organisational structure, an associated increased focus on fewer markets and a rationalisation of core business activities and brands that has begun to deliver a much improved operational performance, bwin.party should also explore the potential business combinations as a means of optimising value for shareholders.

Having considered the proposals received from interested third parties, as well as bwin.party's prospects were it to continue as an independent company, the bwin.party Directors believe the Offer represents the most attractive combination of value and certainty for bwin.party Shareholders now, with exposure to secure additional value from the expected future synergies from combining 888 and bwin.party.

bwin.party Shareholders will be aware that GVC Holdings plc ("GVC") has submitted a proposal to the bwin.party Board at a headline price of 110p per share.  Whilst GVC's proposal has many attractive features and is at a modest premium to 888's Offer price, its proposal also carries additional execution risks. The bwin.party Directors have concluded, after further work with GVC and its advisers and after careful consideration, that 888's Offer provides a higher degree of certainty for bwin.party Shareholders and that GVC's modest incremental premium to 888's Offer is not sufficient for the bwin.party Board to recommend GVC's proposal over 888's Offer.

In particular, 888's Offer:

·     is an attractive mix of cash and equity in the Enlarged Group that together represents:

a premium of approximately 16.4 per cent. to the closing price per bwin.party Share of 89.40 pence on 14 May 2015 (being the last Business Day prior to bwin.party's announcement on 15 May 2015 in relation to its discussions with third parties regarding a variety of possible business combinations); and

a premium of approximately 24.1 per cent. to the volume weighted average closing price per bwin.party Share of 83.87 pence in the last three months prior to 14 May 2015;

·     creates an Enlarged Group with significant financial, technological and human resources, one that is better placed than bwin.party alone to address the challenges of increasing complexity in the online gaming market and the continued shift towards nationally regulated and/or taxed markets in both Europe and the US;

·     provides bwin.party Shareholders with the opportunity to benefit from a significant share in the Enlarged Group that the bwin.party Board believes has (i) an experienced management team with a strong track-record of growing revenues across a range of markets, (ii) a similar risk profile to bwin.party and (iii) that will also benefit from the significant financial synergies and other commercial benefits that are expected to arise from combining bwin.party and 888;

·     the bwin.party Board and 888 Board having identified a number of strategic options to be considered in respect of the business and operations of the Enlarged Group, provides an opportunity to create potential additional shareholder value for the Enlarged Group's shareholders by building the bwin.party technology business called "Studios" and, subject to the 888  Board determining both that Studios has acquired the requisite critical mass as well as presenting an attractive business case, the Enlarged Group's strategy would include establishing the Studios B2B business as a stand-alone business and potentially spinning it off into a separate listed vehicle (its shares being distributed to the then existing 888 Shareholders), once appropriate service level agreements with the rest of the Enlarged Group have been finalised and the integration of the Enlarged Group's B2C businesses completed;

both bwin.party and 888 have significant expertise in delivering real money gaming services to B2B customers in a number of international markets; and

the bwin.party Board has already identified B2B as a significant source of potential value for shareholders assuming that additional business volume could be secured through additional contract wins and/or mergers and acquisitions;  

·     provides bwin.party Shareholders with the opportunity to benefit from the significant cost synergies that are expected to be generated by the Enlarged Group due to the opportunities to rationalise certain operational and support functions as well as to create greater efficiencies across IT platforms;

·     is expected to be earnings enhancing (excluding one-off costs) in the first full financial year of ownership[4];

·     creates a larger, better-diversified business:

with 56 per cent. of total revenues generated from nationally regulated and/or taxed markets in Europe as well as the United States, with leading market positions in several of these markets;

which is a leading operator in Belgium, Denmark, Germany, Italy, Spain and the United Kingdom; and

with licenced gaming activities in 14 jurisdictions;

·     creates an Enlarged Group with a more-balanced revenue base by product and channel than bwin.party alone, with opportunities to drive incremental revenues through the cross-selling of products and by implementing 888's industry-leading CRM system across the bwin.party customer base:

pro forma revenues will be more evenly balanced between each of the main four product categories; and

both businesses are enjoying strong growth in revenues coming through mobile channels  - while sports betting represents the largest source of mobile revenue for bwin.party, 888's growth in mobile is being driven by casino, bingo and sport; and

·     creates an Enlarged Group with opportunities to create significant revenue synergies:

the combination of both businesses provides opportunities to drive incremental revenues through the cross-selling of products to both the 888 and bwin.party customer bases and by implementing 888's industry leading CRM system across the bwin.party customer base;

the consolidated poker liquidity pool of the Enlarged Group will be significantly larger than bwin.party's alone and is expected to drive further volume and potentially create a business ranked second in poker liquidity; and

the application of a potentially industry leading mobile proposition to an expanded customer base across a broader product offering is expected to underpin further revenue gains.

Further information regarding expected synergies is set out in paragraph 11 of this announcement.

7.       bwin.party irrevocable undertakings and letters of intent

888 and Offeror have received irrevocable undertakings from the bwin.party Directors to vote their own beneficial holdings of bwin.party Shares in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting, in respect of an aggregate of 14,388,127 bwin.party Shares representing, in aggregate, approximately 1.7 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement). Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix III to this announcement.

In addition to the irrevocable undertakings received from the bwin.party Directors, 888 and Offeror have received letters of intent from certain other bwin.party Shareholders to vote in favour of the Scheme at the Court Meeting and to vote in favour of the resolution(s) to be proposed at the General Meeting, in respect of an aggregate of 90,060,415 bwin.party Shares representing, in aggregate, approximately 10.9 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement). Further details of these letters of intent are set out in Appendix III to this announcement.

In total, therefore, 888 and Offeror have received either irrevocable undertakings or letters of intent to vote in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting in respect of 104,448,542 bwin.party Shares representing, in aggregate, approximately 12.7 per cent. of the ordinary share capital of bwin.party in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement).

8.       888 Shareholder approval

The Offer will be put to the vote of existing 888 Shareholders as a class 1 transaction for the purpose of the UK Listing Rules.

The 888 Directors consider the Offer to be in the best interests of 888 and the 888 Shareholders as a whole and intend unanimously to recommend that 888 Shareholders vote in favour of each of the resolutions to be proposed at the 888 General Meeting which will be convened in connection with the Offer as they have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings of 1,638,471 888 Shares representing, in aggregate, approximately 0.5 per cent. of 888's ordinary share capital in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement).

In addition to the irrevocable undertakings received from the 888 Directors, 888 has received irrevocable undertakings from certain 888 Shareholders to vote in favour of the resolutions to be proposed in connection with the Offer at the 888 General Meeting, in respect of an aggregate of 209,689,426 888 Shares representing, in aggregate, approximately 58.8 per cent. of the ordinary share capital of 888 in issue on 16 July 2015 (being the last practicable date prior to the release of this announcement).

The 888 Directors have received financial advice from Investec Bank plc and Stifel, Nicolaus & Company, Incorporated in relation to the Offer.  In providing their advice to the 888 Directors, Investec Bank plc and Stifel, Nicolaus & Company, Incorporated have relied upon the commercial assessments of the Offer of the 888 Directors.

Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix III to this announcement.

9.       Information on Offeror and 888

The Offer will be made by Offeror, a newly incorporated company formed at the direction of 888 for the purposes of implementing the Offer. Offeror is wholly owned by 888 Intermediate Holdco (which is wholly owned by 888) and will remain so following completion of the Offer.

Offeror

Offeror is a private company limited by shares established under the laws of Gibraltar and was incorporated on 6 July 2015 on behalf of 888 Intermediate Holdco for the purpose of making the Offer.  As at the date of this announcement, 888 Intermediate Holdco owns 100 per cent. of the equity share capital of Offeror. 888 Intermediate Holdco will continue to do so following completion of the Offer.

The directors of Offeror are Brian Mattingley, Aviad Kobrine Ronald McMillan, Amos Pickel and Itai Frieberger (being representatives of 888 Intermediate Holdco). Save for any activities carried out in connection with the making and the implementation of the Offer, Offeror has not carried out any business prior to the date of this announcement, nor has it entered into any obligations.

888

888 is one of the world's most popular online gaming entertainment and solutions providers, offering casino, poker, bingo and sports betting products and is ranked second in global poker liquidity. 888 is traded on the London Stock Exchange with a premium listing and incorporated and headquartered in Gibraltar. As of close of trading on the latest practicable date prior to the date of this announcement, 888 had a market capitalisation of approximately £570.8 million.

10.     Information on bwin.party

bwin.party is a global online gaming company. bwin.party was formed from the merger of bwin Interactive Entertainment AG and PartyGaming Plc on 31 March 2011.  Incorporated, licensed and regulated in Gibraltar, the bwin.party Group also has licences in Alderney, Austria, Belgium, France, Italy, Denmark, Germany (Schleswig-Holstein), Malta, Spain, the UK and the necessary approvals to operate in New Jersey, US. With offices in Europe, India and the US, the Group generated revenue of EUR 611.9 million and operating profit of EUR 101.2 million in 2014.  bwin.party has a leading position in each of its four key product verticals: online sports betting, casino & games, poker and bingo with some of the world's biggest online gaming brands including bwin, partypoker, partycasino and FoxyBingo. The bwin.party Group's scale, technology and strong portfolio of games collectively differentiate its customer offer from those of its competitors. bwin.party is a constituent member of the FTSE 250 Index and the FTSE4Good Index Series, which identifies companies that meet globally recognised corporate responsibility standards. As of close of trading on the latest practicable date prior to the date of this announcement, bwin.party had a market capitalisation of approximately £848.1 million.

For more information about bwin.party, visit www.bwinparty.com

11.     Synergies and integration

The 888 Board and the bwin.party Board believe the Offer represents a transformational opportunity for both 888 and bwin.party and offers the potential to enhance shareholder value. By combining the complementary businesses of 888 and bwin.party, the 888 Board and the bwin.party Board anticipate that the Enlarged Group will benefit from significantly enhanced scale, an enhanced product offering and significant cost and revenue synergies. It is expected that such cost synergies will amount to not less than US$70 million per annum (before tax) by the end of the 2018 financial year. The expected synergies will accrue as a direct result of the Offer and would not be achieved on a standalone basis.

The cost savings are expected to be generated from, amongst other things:

·     rationalising certain duplicated operational and support functions as well as creating greater efficiencies across IT platforms;

·     reduced investment in redundant and duplicated technology platforms;

·     rationalising facilities in multiple jurisdictions;

·     economies of scale and greater efficiencies in purchasing, marketing and services; and

·     reduced administration expenses such as duplicated regulation/certification and public company-related costs.

Significant revenue synergies are also expected to be achieved from:

·     cross-selling bwin.party's leading sports product to 888's customer base;

·     the implementation of 888's industry leading back office and CRM systems for bwin.party's existing customer base to drive incremental revenue;

·     the benefits of improved volume due to the larger consolidated liquidity pool in poker; and

·     the application of sophisticated cross-marketing techniques to an expanded customer base across a broader product offering.

On the basis of the anticipated cost synergies, the acquisition of bwin.party by 888 is expected to be earnings enhancing for 888 (excluding one-off costs) in the first full financial year of ownership.[5]

To the extent the Studios strategy is approved and ultimately implemented by the 888 Board, it will reduce some of the identified cost synergies. However, the 888 Board will only implement the Studios strategy if any shortfall in the synergies would be more than offset by the revenues gained and the value opportunity created.

12.     Dividend policy for the Enlarged Group

Following Completion of the Offer, 888 intends to maintain its existing dividend policy for the Enlarged Group, targeting a dividend payout of fifty per cent. of accounting profit after tax.

13.     Management and employees

The 888 Board recognises that in order to achieve the expected benefits of the Offer, operational restructuring is likely to be required following implementation of the Offer. The initial synergy work carried out to date has highlighted the potential to generate savings for the Enlarged Group in areas where there may be duplication. Whilst integration planning has begun, more detailed consideration will need to be undertaken (including in respect of any impact on the fixed assets, locations of the business of the Enlarged Group and continued employment of the employees and management of the Enlarged Group). Finalisation of the integration plan will be subject to engagement with appropriate stakeholders.

The 888 Board has given assurances to the bwin.party Board that the existing contractual and statutory employment rights, including pension rights and incentive arrangements, of all management and employees of the bwin.party Group will be fully respected following completion of the Offer and that, if any changes are proposed in the future in respect of the then management and employees, they will be subject to appropriate consultation.

14.     bwin.party Share Plans

Participants in the bwin.party Share Plans will be contacted separately in due course regarding the effect of the Offer on their rights under the bwin.party Share Plans and with full details of Offeror's appropriate proposals.  Further details of the terms of such proposals will be included in the Scheme Document.

15.     Structure of the Offer and Conditions to the Offer

It is intended that the Offer will be implemented by means of a Court-sanctioned scheme of arrangement between bwin.party and the Scheme Shareholders under Part VIII of the Gibraltar Companies Act (although Offeror reserves the right to elect, subject to Offeror and bwin.party agreeing, or as otherwise permitted in accordance with the Co-operation Agreement, to implement the acquisition of the bwin.party Shares by way of a Takeover Offer).

The purpose of the Scheme is to provide for Offeror to become the direct or indirect holder of the entire issued and to be issued ordinary share capital of bwin.party. This is to be achieved by the cancellation of the Scheme Shares and the application of the reserve resulting from such cancellation in paying up in full such number of new ordinary shares in bwin.party which is equal to the number of Scheme Shares cancelled, and issuing the same to Offeror, in consideration for which the Scheme Shareholders on the register of members at the Scheme Record Time will receive the consideration on the basis set out in paragraph 2 of this announcement.

The Offer is also subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 11 February 2016 or such later date as bwin.party and Offeror agree (and the Court may allow):

·     a resolution to approve the Scheme is passed at the Court Meeting by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing three-quarters or more in value of the Scheme Shares held by those Scheme Shareholders;

·     the Special Resolutions necessary to implement the Scheme and to sanction the related Capital Reduction are passed by the requisite majority of bwin.party Shareholders at the General Meeting;

·     the Scheme is sanctioned and the related Capital Reduction is confirmed by the Court;

·     office copies of the Scheme Court Order and the Reduction Court Order are delivered to the Registrar of Companies within seven days after they are made and the Reduction Court Order is registered by the Registrar of Companies together with the statement of capital attached to it;

·     the resolutions of 888 Shareholders necessary to approve the Offer in accordance with the class 1 requirements under Listing Rule 10.5.1R(2) are duly passed at the 888 General Meeting by the requisite majority;

·     certain anti-trust and regulatory approvals are obtained (as further described in paragraphs 3(c) and (d) of Appendix I to this announcement); and

·     the New 888 Shares are Admitted to Trading.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour).

If the Scheme does not become Effective on or before 11 February 2016 (or such later date as bwin.party and Offeror agree and the Court may allow) the Offer will lapse and will not proceed.

Further details of the Scheme, including an indicative timetable for its implementation, together with notices of the Court Meeting and the General Meeting, will be set out in the Scheme Document (together with all information required to be included therein pursuant to the Listing Rules), which will be published as soon as reasonably practicable after the date of this announcement. Subject to satisfaction or waiver of the Conditions, the Scheme is expected to become effective by the end of Q4 in 2015 or in the early part of Q1 in 2016.

888 will be required to make the Prospectus available to the public in accordance with the Prospectus Rules. The Prospectus will contain certain information relating to the Enlarged Group and the New 888 Shares. The Prospectus will be published at the same time as the Scheme Document is posted to bwin.party Shareholders.

Due to the size of the transaction, the Offer will require the approval of 888 Shareholders at the 888 General Meeting. 888 is required to prepare and send to 888 Shareholders a circular summarising the background to and reasons for the Offer and which will include a notice convening the 888 General Meeting. The Offer is conditional on, among other things, the resolutions to approve, effect and implement the Offer being passed by the requisite majority of 888 Shareholders at the 888 General Meeting.

The 888 Class 1 Circular containing the notice of the 888 General Meeting (and all information required to be included therein pursuant to the Listing Rules) will be sent to 888 Shareholders at the same time as the Scheme Document is posted to bwin.party Shareholders and the Prospectus is published.

16.     Mix and Match Facility

Under the terms of the Offer, bwin.party Shareholders may elect to vary the proportions of New 888 Shares and cash consideration that they receive in respect of their holdings of Scheme Shares, via the Mix and Match Facility, subject to offsetting elections made by other bwin.party Shareholders.

Any such elections will not change the total number of New 888 Shares to be issued by 888 or the total cash consideration to be paid to bwin.party Shareholders pursuant to the Offer. To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, bwin.party Shareholders who make an election under the Mix and Match Facility will not know the exact number of New 888 Shares or amount of cash they will receive until settlement of the consideration under the Offer.

Elections under the Mix and Match Facility will not affect the entitlements of those bwin.party Shareholders who do not make an election under the Mix and Match Facility. To the extent that bwin.party Shareholders do not make any election they will receive 39.45 pence in cash and 0.404 New 888 Shares for each Scheme Share held.

Further information on the Mix and Match Facility will be included in the Scheme Document.

The Mix and Match Facility is conditional on the Scheme becoming Effective.

17.     Overseas Shareholders

Overseas Shareholders may be affected by the laws of other jurisdictions in relation to the Offer or the Scheme. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

The availability of New 888 Shares under the Offer, and the distribution of this announcement, to persons who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdiction in which they are located. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. bwin.party Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the jurisdiction without delay.

This announcement has been prepared for the purposes of complying with English and Gibraltar law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. bwin.party Shareholders are advised to read carefully the Scheme Document and the Prospectus once these have been published. 888 Shareholders are advised to read carefully the 888 Class 1 Circular once this has been published.

This announcement is not addressed to the public in Israel and no capital is raised pursuant to this announcement or pursuant to any transaction or action described herein. The publication of this announcement does not constitute an offer to the public in Israel and Israeli laws do not apply with respect to reporting by 888 or bwin.party.

US Shareholders

The New 888 Shares have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New 888 Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New 888 Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

The New 888 Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act.

Under the US federal securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of Offeror after the Effective Date may not resell the New 888 Shares received under the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. bwin.party Shareholders who believe they may be affiliates of Offeror after the Effective Date for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New 888 Shares received under the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), bwin.party will advise the Court through counsel that its sanctioning of the Scheme will be relied upon by bwin.party and Offeror as an approval of the Scheme following a hearing on its fairness, at which hearing all bwin.party Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all bwin.party Shareholders.

18.     Listing of New 888 Shares and de-listing of bwin.party

The New 888 Shares are not being offered to the public by means of this announcement. This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document or an offer or an invitation to purchase or subscribe for any securities.

Application will be made to the UKLA and London Stock Exchange for the New 888 Shares to be Admitted to Trading. The decision on such Admission to Trading is at the sole discretion of the UKLA and the London Stock Exchange, respectively.

It is expected that such Admission to Trading will become effective, and that dealings for normal settlement in the New 888 Shares will commence on the London Stock Exchange, on or shortly after the Effective Date.

Details of how UK shareholders can hold, access and trade the New 888 Shares will be set out in the Scheme Document. UK shareholders will be able to hold their shares through any of the ways currently available to 888 Shareholders, including through an intermediary of their own choice should they wish to do so.

bwin.party intends, prior to the Scheme becoming effective, to make an application for the cancellation of the listing of bwin.party Shares on the UKLA Official List and for the cancellation of trading of the bwin.party Shares on the London Stock Exchange's main market for listed securities in each case to take effect from or shortly after the Effective Date. The last day of dealings in bwin.party Shares on the main market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. London time on that date. On the Effective Date, share certificates in respect of bwin.party Shares will cease to be valid and entitlements to bwin.party Shares held within the CREST system will be cancelled.

19.     Financing

The cash consideration payable by Offeror under the terms of the Offer will be financed by 888 and/or a US incorporated co-borrower that is a wholly owned subsidiary of 888 (the "US Borrower") through a new US$600 million term loan credit facility to be provided under a credit agreement entered into on 16 July 2015 (the "Credit Agreement") between, amongst others, Barclays Bank PLC and JPMorgan Chase Bank, N.A. as initial lenders and 888 as a borrower to finance: (i) the Offer and (ii) the fees and transaction expenses in connection with the Offer and the credit facilities. The proceeds from the Credit Agreement to fund the cash consideration will be paid directly by 888 on behalf of the Offeror pursuant to an undertaking granted by 888 in favour of the Offeror dated 16 July 2015. The Credit Agreement also provides 888 with a US$50 million revolving credit facility with Barclays Bank PLC and JPMorgan Chase Bank, N.A. as initial lenders.

Investec Bank plc, as financial adviser to 888 and Offeror, is satisfied that sufficient resources are available to Offeror to satisfy, in full, the cash consideration payable to bwin.party Shareholders under the terms of the Offer.

20.     Offer-related arrangements

Confidentiality Agreement

888 and bwin.party entered into a mutual confidentiality agreement on 17 April 2015 (the "Confidentiality Agreement") pursuant to which 888 and bwin.party have undertaken to each other to keep confidential information relating to the Offer and the other party and not to disclose that information to third parties (other than to permitted recipients) unless required by law or regulation. These confidentiality obligations will remain in force irrespective of whether or not the Offer is implemented.

The Confidentiality Agreement also contains mutual non-solicitation and non-hire of directors and employees provisions which are effective for a period of 18 months from the date of the Confidentiality Agreement, subject to certain exceptions in respect of (i) the publication of advertisements and (ii) employees who terminated their employment more than 6 months prior to such solicitation.

In addition, the Confidentiality Agreement includes standstill obligations of 888 which cease to apply, among other things, upon publication of this announcement.

Co-operation Agreement and Break Fees

Offeror, 888 and bwin.party have entered into a Co-operation Agreement in relation to the Offer and other related matters. The Co-operation Agreement contains certain undertakings, assurances and confirmations among the parties, including with respect to the co-operation of the parties relating to the implementation of the Offer.

As bwin.party is incorporated and has its registered office in Gibraltar, the Code does not apply to Offeror, 888 or bwin.party in relation to the Offer. However, in accordance with the requirements of bwin.party's articles of association and, pursuant to the terms of the Co-operation Agreement, Offeror, 888 and bwin.party have agreed to implement the Offer, and to observe and comply with the provisions of the Code (including the provisions of Appendix 7 of the Code), as if bwin.party were subject to the Code.  

Under the Co-operation Agreement, bwin.party and 888 have agreed to certain restrictions which shall apply during the Relevant Period. In the case of bwin.party these restrictions include its ability to pay certain dividends. In the case of 888 these restrictions include its ability to pay dividends, alter its capital structure or amend its constitutional documents, subject in each case to certain exceptions. The Co-operation Agreement also sets out certain provisions that will apply in relation to bwin.party's existing employee and executive director incentive arrangements.

Pursuant to the Co-operation Agreement, Offeror, 888 and bwin.party have agreed to appoint a committee comprised of three representatives appointed by each of bwin.party and 888, which will be responsible for determining how the Code would be interpreted and applied in relation to any of the following matters or circumstances (each a "Code Committee Matter"), in each case other than where such matter or consent is expressly provided for in the Co-operation Agreement or in any other written agreement between 888 and bwin.party entered into on or after the date of the Co-operation Agreement:

·     the interpretation or application of the City Code to the satisfaction, waiver or invoking of any of the Conditions;

·     the implementation of the Offer by way of a Takeover Offer instead of the Scheme; or

·     a matter or circumstance relating to the Offer which would require the consent of the Panel under Rule 21 of the City Code if the Code applied to bwin.party.

The Co-operation Agreement also provides for referral of any matter relating to the interpretation and application of any Code Committee Matter to an independent expert, whose rulings (absent fraud or manifest error) are final and binding on the parties.

Pursuant to the Co-operation Agreement, bwin.party and 888 agree to co-operate and assist each other in obtaining the Clearances required to satisfy the Conditions.

The Co-operation Agreement sets out the parties' agreement as to the treatment, in relation to the Offer, of participants in the bwin.party Share Plans.

The Co-operation Agreement also sets out the circumstances in which 888 may elect to implement the Offer by way of a Takeover Offer and certain terms that will apply in those circumstances.

The Co-operation Agreement terminates automatically:

·     upon agreement in writing between Offeror and bwin.party;

·     if this Announcement is not released as soon as reasonably practicable on the date of the Co-operation Agreement, or by such later time and date as the parties thereto may agree;

·     if the Scheme (or the Takeover Offer as the case may be) is withdrawn or lapses in accordance with its terms prior to 11 February 2016 (other than where such lapse or withdrawal is a result of the exercise of a right to switch from the Scheme to a Takeover Offer or is otherwise to be followed soon after by an announcement of a firm intention to make an offer pursuant to Rule 2.7 of the City Code (as if the City Code applied to bwin.party) made by Offeror or a person acting in concert with Offeror to implement the Offer by a different offer or scheme on substantially the same or improved terms);

·     upon the bwin.party Director withdrawing or adversely modifying or qualifying their recommendation and thereafter Offeror gives written notice to bwin.party to terminate the Co-operation Agreement or bwin.party gives written notice to Offeror to terminate the Co-operation Agreement;

·     upon service of written notice by:

Offeror to bwin.party, following an Offeror Break Payment Event (see below); or

bwin.party to Offeror, following a bwin.party Break Payment Event (see below); or

·     if an independent competing transaction is (i) offered to the bwin.party Shareholders in respect of the bwin.party Shares and (ii) recommended to the bwin.party Shareholders by the bwin.party Directors.

The Co-operation Agreement provides for certain limitations that apply in relation to the liabilities of Offeror, 888 and bwin.party under, or for breach of, the Co-operation Agreement.

Offeror Break Fee

By way of compensation for any losses or costs suffered or incurred by bwin.party in connection with the preparation and negotiation of the Offer, the Co-operation Agreement and any other agreement relating to the Offer, Offeror has agreed to pay £5,708,380 (such amount being exclusive of recoverable VAT, if any) to bwin.party, subject to certain exceptions, in the event that, following publication of this Announcement, on or prior to 11 February 2016, the Offer lapses as a result of (each an "Offeror Break Payment Event"):

·     the resolutions referred to in Condition 3(a) not being passed by the shareholders of 888 by the date falling 45 calendar days after the date on which the Scheme Document is dispatched to bwin.party Shareholders;

·     the 888 Board withdraws, adversely modifies or qualifies its recommendation and the Co-operation Agreement terminates;

·     Offeror invoking any of Conditions 3(c), 3(d) or 3(e), or any of those Conditions failing to be satisfied or waived by Offeror; or

·     the 888 Reorganisation not having been completed.

bwin.party Break Fee

By way of compensation for any losses or costs suffered or incurred by Offeror and 888 in connection with the preparation and negotiation of the Offer, the Co-operation Agreement and any other agreement relating to the Offer, bwin.party has agreed to pay £5,708,380 (such amount being exclusive of any amount in respect of recoverable VAT, if any) to Offeror, subject to certain exceptions, in the event that, following publication of this Announcement, the bwin.party Directors withdraw, adversely modify or qualify their recommendation and the Co-operation Agreement terminates (the "bwin.party Break Payment Event").

21.     Documents available on website

Copies of the following documents will be made available on Offeror's and bwin.party's websites at www.888holdingsplc.com and www.bwinparty.com respectively by no later than 12 noon (London time) on the Business Day following this announcement until the end of the Offer:

·    a copy of this announcement;

·    the Confidentiality Agreement;

·    the Co-operation Agreement;

·    the irrevocable undertakings and letters of intent set out in Appendix III to this announcement; and

·    documents relating to the financing of the Offer referred to in paragraph 19 above.

22.     Opening Position Disclosures and interests in relevant securities

Offeror confirms that it will today make an Opening Position Disclosure, setting out the details that would be required to be disclosed by it under Rule 8.1(a) of the City Code (as if the City Code applied to bwin.party and to the Offer).

bwin.party confirms that it will today make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.2(a) of the City Code (as if the City Code applied to the Offer).

23.     Issued share capital

In accordance with Rule 2.10 of the City Code, bwin.party confirms that, as at the date of this announcement, it has 825,527,589 ordinary shares of 0.015 pence each in issue. Each share carries the right to one vote, with the exception of shares held by bwin.party's employee benefit trust, which has waived the voting rights in respect of the shares it holds. As at the date of this announcement bwin.party's employee benefit trust holds 1,350,234 ordinary shares and therefore the total number of ordinary shares with voting rights is 824,177,355. The International Securities Identification Number for bwin.party Shares is GI000A0MV757.

In accordance with Rule 2.10 of the City Code, 888 confirms that it has 356,773,766 888 Shares in issue. The International Securities Identification Number for 888 Shares is GI000A0F6407.

24.     General

Your attention is drawn to the further information contained in the Appendices which form part of, and should be read in conjunction with, this announcement.

Offeror reserves the right to elect, subject to Offeror and bwin.party agreeing, or as otherwise permitted in accordance with the Co-operation Agreement, to implement the acquisition of the bwin.party Shares by way of a Takeover Offer as an alternative to the Scheme.  In such event, the acquisition will be implemented by Offeror on substantially the same terms as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at such percentage of the voting rights of the shares to which such offer relates, being no greater than seventy five per cent. (or, with the prior consent of bwin.party, ninety per cent.) of the voting rights carried by the bwin.party Shares to which the Offer relates, provided that this condition will not be satisfied unless Offeror shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) bwin.party Shares carrying in aggregate more than fifty per cent. of the voting rights then normally exercisable at a general meeting of bwin.party, as Offeror may decide.

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings is contained in Appendix III to this announcement.

Certain terms used in this announcement are defined in Appendix IV to this announcement.

 

Enquiries:


888 Holdings plc

+35 0200 49800

Brian Mattingley, Executive Chairman

Aviad Kobrine, Chief Financial Officer




Investec Bank plc (Joint Financial Adviser, Sponsor and Broker to 888 and Offeror)

+44 (0) 20 7597 5970

Garry Levin

Duncan Williamson




Stifel, Nicolaus & Company, Incorporated (Joint Financial Adviser to 888 and Offeror)

+1 (212) 847 6680

John Orem

Derek Herbert




Hudson Sandler (Public Relations Adviser to 888)

+44 (0) 20 7796 4133

Andrew Hayes

Alex Brennan

 




bwin.party digital entertainment plc

+44 (0) 207 337 0177

Philip Yea, Chairman
Peter Reynolds




Deutsche Bank (Financial adviser and Joint Broker to bwin.party)

+44 (0) 20 7545 8000

James Arculus
James Maizels

Charles Wilkinson (Corporate Broker)




Numis Securities (Joint Corporate Broker to bwin.party)

+44 (0) 20 7260 1000

Michael Meade

Rupert Krefting




FTI Consulting  (Public Relations Adviser to bwin.party)

+44 (0) 20 3727 1067

Ed Bridges

Alex Le May


 

Important Notices

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Offeror and 888 and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Offeror or 888 for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Stifel, Nicolaus & Company, Incorporated is acting exclusively for Offeror and 888 and no one else in connection with the contents of this announcement, and will not be responsible to anyone other than Offeror or 888 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.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch, is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and the Prudential Regulation Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available on request. Deutsche Bank is acting as financial adviser to bwin.party and no one else in connection with the Offer or the contents of this announcement and will not be responsible to anyone other than bwin.party for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Offer or any other matters referred to herein.

Numis Securities Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for bwin.party and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than bwin.party for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

The City Code on Takeovers and Mergers

By virtue of its status as a Gibraltar incorporated company, the City Code does not apply to bwin.party. bwin.party has incorporated certain takeover-related provisions into its articles of association but these do not provide bwin.party Shareholders with the full protections offered by the City Code and enforcement of such provisions are the responsibility of bwin.party, not the Panel. Accordingly, bwin.party Shareholders are reminded that the Panel does not have responsibility, in relation to bwin.party, for ensuring compliance with the City Code and is not able to answer shareholders' queries in that regard. bwin.party and Offeror have agreed in the Co-operation Agreement certain matters regarding the application of the City Code to the Offer, and the terms of that agreement are summarised in the following announcement.

In particular, public disclosures consistent with the provisions of Rule 8 of the City Code (as if it applied to bwin.party) should not be emailed to the Panel, but, as described below, released directly through a Regulatory Information Service.

Further Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Offer will be made solely by means of the Scheme Document to be published by bwin.party, or any other document by which the Offer is made which will contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

bwin.party will prepare the Scheme Document to be distributed to bwin.party Shareholders. The Prospectus in relation to the New 888 Shares will be published by 888 on the date on which the Scheme Document is posted, and will contain information about Offeror and the New 888 Shares. bwin.party, 888 and Offeror urge bwin.party Shareholders to read the Scheme Document and the Prospectus carefully when they become available because they will contain important information relating to the Offer and the New 888 Shares.

888 will also prepare the 888 Class 1 Circular to be distributed to 888 Shareholders. 888 urges 888 Shareholders to read the 888 Class 1 Circular carefully when it becomes available because it will contain important information in relation to the Offer and the New 888 Shares.

Any vote in respect of the resolutions to be proposed at the Court Meeting, the General Meeting or the 888 General Meeting to approve the Offer and related matters should be made, in the case of bwin.party Shareholders, only on the basis of the information contained in the Scheme Document, the Prospectus and, in the case of 888 Shareholders, only on the basis of the information contained in the 888 Class 1 Circular.

The New 888 Shares are not being offered to the public by means of this announcement. This announcement is an advertisement and is for information purposes only and does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English and Gibraltar law, the rules of the London Stock Exchange and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Gibraltar or who are subject to the laws of other jurisdictions will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, and no person may vote in respect of the Offer by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Offer to bwin.party Shareholders who are not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable requirements.

This announcement is not addressed to the public in Israel and no capital is raised pursuant to this announcement or pursuant to any transaction or action described herein. The publication of this announcement does not constitute an offer to the public in Israel and Israeli laws do not apply with respect to reporting by 888 or bwin.party.

Notes to US holders of bwin.party Shares

US bwin.party Shareholders should note that the Offer relates to the securities of a Gibraltar company which are admitted to trading on a UK regulated market, is subject to UK and Gibraltar procedural and disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act.  Accordingly, the Scheme will be subject to UK and Gibraltar procedural and disclosure requirements and practices, which are different from the procedural and disclosure requirements of the US tender offer rules.  The financial information with respect to bwin.party included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.  If Offeror exercises its right to implement the acquisition of the bwin.party Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The New 888 Shares have not been, and will not be, registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New 888 Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New 888 Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. bwin.party Shareholders who will be affiliates of Offeror after the Effective Date will be subject to certain US transfer restrictions relating to the New 888 Shares received pursuant to the Scheme. For a description of these and certain further restrictions on offers, sales and transfers of the New 888 Shares and the distribution of this announcement, see paragraph 17 of this announcement.

The receipt of New 888 Shares and cash pursuant to the Offer by a US bwin.party Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each bwin.party Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.

It may be difficult for US bwin.party Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Offeror and bwin.party are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US bwin.party Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States. Unless otherwise determined by Offeror or required by the City Code (as if it applied), and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

Notice to Bermuda residents

The securities being offered pursuant to the Offer will be offered on a private basis to investors who satisfy criteria outlined in the Scheme Document.  This announcement and/or the Prospectus and/or the Scheme Document are not subject to and have not received approval from either the Bermuda Monetary Authority or the Registrar of Companies in Bermuda and no statement to the contrary, explicit or implicit, is authorised to be made in this regard.

The securities being offered pursuant to the Offer may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda. Additionally, non-Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do so under applicable Bermuda legislation. Engaging in the activity of offering or marketing the securities being offered in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda.

Austria

Neither this announcement, the Prospectus,  the Scheme Document or any other document relating to the Offer have been submitted to or will be submitted for approval or recognition to the Austrian Financial Markets Authority (Österreichische Finanzmarktaufsicht - FMA). The Offer will be made to bwin.party Shareholders in Austria in reliance on (a) § 3 (1) 8 of the Austrian Capital Market Act (Kapitalmarktgesetz - KMG) In addition, the Offer will be made (b) to bwin.party Shareholders in Austria who are "qualified investors" (qualifizierte Anleger) in the sense of § 1 (1) 5a of the Austrian Capital Market Act. Insofar as Austria is concerned, this announcement, the Prospectus, the Scheme Document and any other documents relating to the Offer are being issued only for the personal use of qualified investors and exclusively for the purpose of the Offer. The information contained in this announcement, the Prospectus, the Scheme Document and any documents relating to the Offer may not be used for any other purpose or disclosed to any other person in Austria.

Forward Looking Statements

This announcement contains statements about 888, Offeror and bwin.party and the Enlarged Group that are or may be forward looking statements and which are prospective in nature. All statements other than statements of historical facts included in this announcement may be forward looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of 888's, Offeror's or bwin.party's operations and potential synergies resulting from the Offer; (iii) the effects of government regulation on 888's, Offeror's or bwin.party's business; and (iv) the effects of global economic conditions on 888's, Offeror's, bwin.party's or the Enlarged Group's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected, expressed or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Offeror disclaims any obligation to update or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise ,except as required by applicable law.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser duly authorised under the UK Financial Services and Market Act 2000 (as amended) if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for 888 or bwin.party, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for 888  or bwin.party, as appropriate.

Disclosure requirements

bwin.party is a Gibraltar company and is therefore not subject to the City Code. Accordingly, shareholders of bwin.party and others dealing in bwin.party Shares are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosure of dealings as if the City Code applied and as if bwin.party were in an "offer period" under the City Code. bwin.party Shareholders and persons considering the acquisition or disposal of any interest in bwin.party Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in bwin.party Shares.

bwin.party's website contains the form of disclosure requested. If you are in any doubt as whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

In light of the foregoing, as provided in Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. or more of any class of "relevant securities" of bwin.party or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") must make an Opening Position Disclosure following the release of this Announcement.

An Opening Position Disclosure should contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) bwin.party and (ii) any "securities exchange offeror(s)". Persons to whom Rule 8.3(a) would have applied had the City Code been applicable should make an Opening Position Disclosure by no later than 3:30 p.m. (London time) on the tenth "business day" following the commencement of the "offer period" which begins upon the release of this Announcement. Relevant persons who undertake "dealings" in the relevant securities of bwin.party or a "securities exchange offeror" prior to the deadline for making an Opening Position Disclosure should instead make a Dealing Disclosure.

Rule 8.3(b) of the City Code provides that if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a Dealing Disclosure by no later than 3:30 p.m. (London time) on the "business day" following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. Under Rule 8 of the City Code, a Dealing Disclosure would contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) bwin.party and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed under Rule 8.

Accordingly, in the case of both an Opening Position Disclosure and Dealing Disclosure (if any), disclosures of interests in the shares of each of Offeror and bwin.party should be made.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of bwin.party or a "securities exchange offeror", they would, if the City Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Consistent with the provisions of Rule 8.1 of the City Code, Opening Position Disclosures should be made by bwin.party and by any "offeror", and all "dealings" in "relevant securities" of bwin.party by bwin.party, by any "offeror" or by any persons "acting in concert" with any of them, should be disclosed in a Dealing Disclosure by no later than 12:00 p.m. (London time) on the "business day" following the date of the relevant transaction.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether or not you should disclose a "dealing" by reference to the above, you should contact an independent financial adviser authorised by the FCA under the FSMA.

In light of the above, and in accordance with Rule 2.10 of the Code:

·     888 announces that, as at the date of this announcement, it has 356,773,766 ordinary shares of 0.5 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the 888 Shares is GI000A0F6407.

 

·     bwin.party announces that, as at the date of this announcement, it has 825,527,589 ordinary shares of 0.015 pence each in issue and admitted to trading on the main market of the London Stock Exchange. Each share carries the right to one vote, with the exception of shares held by bwin.party's employee benefit trust, which has waived the voting rights in respect of the shares it holds. As at the date of this announcement bwin.party's employee benefit trust holds 1,350,234 ordinary shares and therefore the total number of ordinary shares with voting rights is 824,177,355. The International Securities Identification Number for the bwin.party Shares is GI000A0MV757.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by bwin.party Shareholders, persons with information rights and other relevant persons for the receipt of communications from bwin.party may be provided to Offeror during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c) of the City Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on 888's and bwin.party's websites at www.888holdingsplc.com and www.bwinparty.com respectively by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary of bwin.party during business hours on +350 200 47191 or by submitting a request in writing to the Company Secretary of bwin.party at Suite 6, Atlantic Suites, Europort Avenue, Gibraltar. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE OFFER

Part A: Conditions of the Scheme and the Offer

1.       The Offer will be conditional upon the Scheme becoming unconditional and becoming Effective by not later than 11 February 2016 or such later date (if any) as Offeror and bwin.party may agree and, if required, the Court may allow.

2.       The Offer will be subject to the following conditions:

2.1      

(i)         the approval of the Scheme at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof) by a majority in number of the Scheme Shareholders representing three-quarters or more in value of the Scheme Shares held by those Scheme Shareholders who are on the register of members of bwin.party at the Scheme Voting Record Time and who are present and voting, either in person or by proxy;

(ii)        such Court Meeting being held on or before the 30th day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date as may be agreed by Offeror and bwin.party and the Court may allow);

2.2      

(i)         all resolutions in connection with or required to approve and implement the Scheme and approve the related Capital Reduction as set out in the notice of the General Meeting (including, without limitation, the Special Resolutions) being duly passed by the requisite majority at the General Meeting;

2.3      

(i)         the sanction of the Scheme and confirmation of the Capital Reduction by the Court (in either case without modification or with modification on terms acceptable to bwin.party and Offeror);

(ii)        the Court hearing to sanction the Scheme being held on or before the 50th day after the expected date of the Court sanction hearing to be set out in the Scheme Document (or such later date as may be agreed by Offeror and bwin.party and the Court may allow) and:

(a)     the delivery of office copies of the Scheme Court Order and the Reduction Court Order (with the statement of capital attached thereto) to the Registrar of Companies within seven days of them being made; and

(b)     if so ordered by the Court in order to take effect, the registration of the Reduction Court Order and such statement of capital by the Registrar of Companies.

3.       Subject as stated in Part B below, the Offer will also be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Approval of 888 Shareholders and Admission to Trading of New 888 Shares

(a)      the passing at the 888 General Meeting (or any adjournment thereof) by the requisite majority of 888 Shareholders of such resolutions as are necessary to approve, implement and effect the Offer, including in accordance with the class 1 requirements under Listing Rule 10.5.1R(2) and to authorise the issue and allotment of New 888 Shares pursuant to the Offer (as such resolutions may be set out in the 888 Class 1 Circular in due course);

(b)      (i) the UKLA having acknowledged to Offeror or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New 888 Shares to the UKLA Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject) will become effective as soon as a dealing notice has been issued by the UKLA and any listing conditions having been satisfied and (ii) the London Stock Exchange having acknowledged to Offeror or its agent (and such acknowledgement not having been withdrawn) that the New 888 Shares will be admitted to trading on the main market of the London Stock Exchange;

Anti-trust conditions

(c)      (i) if the Offer constitutes a concentration within the meaning of article 7 of the Spanish Competition Act ("SCA", Law 15/2007, of 3 July 2007, Ley de Defensa de la Competencia) and it meets any of the relevant thresholds set forth in article 8 of the SCA, the Offer being expressly or tacitly authorised in first phase by the Council of the Comisión Nacional de los Mercados y la Competencia (either unconditionally or subject to any commitments reasonably acceptable to Offeror); and

(ii) the German Federal Cartel Office having cleared the implementation of the Offer by notifying Offeror within the one-month period under section 40 paragraph 1 of the German Act Against Restraints of Competition ("Gesetz gegen Wettbewerbsbeschränkungen, GWB") that the conditions for a prohibition according to section 36 of paragraph 1 of the GWB are not met or, in the absence of such clearance, the one-month period under section 40 paragraph 1 of the GWB having expired without a relevant notice or decision being given to Offeror;

Other regulatory conditions

(d)      (i) with regard to all gaming licenses, permits and similar regulatory approvals issued by Licensing Jurisdictions to entities within the Wider bwin.party Group or the Wider Offeror Group, all approvals required in respect of any change of control or any change of the corporate structure of either Offeror, 888 or bwin.party to be effected by the Offer and/or Scheme, and which are required prior to the occurrence of any such change of control or change of corporate structure (including, for the avoidance of doubt, in connection with the 888 Reorganisation), having being granted or waived by the relevant gaming authority in each Licensing Jurisdiction;

(ii) any agreements between, on the one hand, members of the Wider bwin.party Group or the Wider Offeror Group and, on the other hand, the gaming authorities of any Licensing Jurisdiction, which require variation, modification or amendment in order for the Offer and/or Scheme to be effected, having been varied, modified or amended in accordance with their applicable terms so as to enable the Offer and/or Scheme to be effected;

(iii) all regulatory or licensing approvals or non-objections of the gaming authorities of any Licensing Jurisdiction (including those required by reason of any shareholder's and beneficial owner's interest in any member of the Wider bwin.party Group or the Wider Offeror Group) that are required in order to enable the Offer and/or Scheme to be effected having been so obtained;

(iv) all directors, officers or employees (as appropriate in each Licensing Jurisdiction) of any member of the Wider bwin.party Group or the Wider Offeror Group, who by virtue of their role or function, require prior regulatory approval or licensing by the gaming authorities of any Licensing Jurisdiction in order to enable the Offer and/or Scheme to be effected, having been granted such approval or licence, or an appropriate waiver thereof;

(v) in any Licensing Jurisdiction where Conditions 3(d) (i) to (iv) above (inclusive) may be satisfied by way of notification or report or filing, in lieu of approval or licensing, any such notification or report or filing has been made or submitted to the authorised gaming authority in such Licensing Jurisdiction; and

(vi) with respect to any acquisition in control (for the purposes of Part XII of FSMA) over an entity within the Wider bwin.party Group to be effected by the Offer and/or Scheme, the FCA having either:

(a)        notified in writing its approval under section 189(4) of FSMA, such approval being either unconditional in all respects (save as to the period within which the acquisition in control must occur) or subject to conditions reasonably satisfactory to Offeror; or

(b)        been treated as having approved the acquisition of control in accordance with section 189(6) of FSMA.

Other notifications, waiting periods and authorisations

(e)      other than in respect of Conditions 3(a) to (d) (inclusive), all material notifications, filings or applications which are necessary or are reasonably considered appropriate or desirable by Offeror having been made in connection with the Offer (excluding, for the avoidance of doubt, in connection with the 888 Reorganisation) and all appropriate waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Scheme and the Offer (excluding, for the avoidance of doubt, in respect of the 888 Reorganisation) and all Authorisations which are necessary or are reasonably considered appropriate or desirable by the Offeror in any relevant jurisdiction for or in respect of the Scheme or the Offer (excluding, for the avoidance of doubt, for or in respect of the 888 Reorganisation) and, except pursuant to Part VIII of the Gibraltar Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, bwin.party or any other member of the Wider bwin.party Group by any member of the Wider Offeror Group having been obtained in terms and in a form reasonably satisfactory to Offeror from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider bwin.party Group or the Wider Offeror Group has entered into contractual arrangements in each case where the absence of such Authorisation would have a material adverse effect on the Wider bwin.party Group taken as a whole and all such Authorisations remaining in full force and effect at the time at which the Scheme becomes effective and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

General antitrust and regulatory

(f)       other than in respect of Conditions 3(a) to (d) (inclusive), no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:

(i)         require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Offeror Group or by any member of the Wider bwin.party Group of all or any material part of their respective businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their respective businesses or to own, control or manage any of their respective assets or properties;

(ii)        except pursuant to Part VIII of the Gibraltar Companies Act, require any member of the Wider Offeror Group or the Wider bwin.party Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider bwin.party Group or any asset owned by any Third Party (other than in the implementation of the Offer);

(iii)       impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Offeror Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in bwin.party or on the ability of any member of the Wider bwin.party Group or any member of the Wider Offeror Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider bwin.party Group;

(iv)       otherwise adversely affect any or all of the business, assets, profits or prospects of any member of the Wider bwin.party Group or any member of the Wider Offeror Group;

(v)        result in any member of the Wider bwin.party Group or any member of the Wider Offeror Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi)       make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, bwin.party by any member of the Wider Offeror Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, bwin.party by any member of the Wider Offeror Group;

(vii)      require, prevent or materially delay a divestiture by any member of the Wider Offeror Group of any shares or other securities (or the equivalent) in any member of the Wider bwin.party Group or any member of the Wider Offeror Group; or

(viii)      impose any material limitation on the ability of any member of the Wider Offeror Group or any member of the Wider bwin.party Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Offeror Group and/or the Wider bwin.party Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any bwin.party Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(g)      except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider bwin.party Group or the Wider Offeror Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Scheme or the Offer or the acquisition or the proposed acquisition by any member of the Wider Offeror Group of any shares or other securities (or the equivalent) in bwin.party or because of a change in the control or management of any member of the Wider bwin.party Group or otherwise, could or might reasonably be expected to result in (in any case to an extent which is or would be material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole):

(i)         any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider bwin.party Group or the Wider Offeror Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii)        the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider bwin.party Group or the Wider Offeror Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)       any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider bwin.party Group or the Wider Offeror Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)       the rights, liabilities, obligations, interests or business of any member of the Wider bwin.party Group or any member of the Wider Offeror Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider bwin.party Group or the Wider Offeror Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(v)        any member of the Wider bwin.party Group or the Wider Offeror Group ceasing to be able to carry on business under any name which it presently carries on business;

(vi)       the value of, or the financial or trading position or prospects of, any member of the Wider bwin.party Group or the Wider Offeror Group being prejudiced or adversely affected; or

(vii)      the creation or acceleration of any material liability (actual or contingent) by any member of the Wider bwin.party Group or the Wider Offeror Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider bwin.party Group or the Wider Offeror Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 3(g)(i) to (vii) (inclusive);

Certain events occurring since 31 December 2014

(h)      except as Disclosed and except, where relevant, as between bwin.party and wholly owned subsidiaries of bwin.party or as between 888 and wholly owned subsidiaries of 888, no member of the Wider bwin.party Group or the Wider Offeror Group having since 31 December 2014:

(i)         issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of bwin.party Shares out of treasury (except for the issue or transfer out of treasury of bwin.party Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the bwin.party Share Plans or as permitted under the Co-operation Agreement, and except for the issue of 888 Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the 888 Share Plans);

(ii)        save for a Permitted Dividend, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise);

(iii)       other than pursuant to the Offer (and except for transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(iv)       except for transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so in any such case to an extent which is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(v)        issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which in any such case is material in the context of the Wider bwin.party Group or the Wider Offeror Group as a whole;

(vi)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially onerous on the business of any member of the Wider bwin.party Group or the Wider Offeror Group which, taken together with any other such material transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider bwin.party Group or the Wider Offeror Group as a whole;

(vii)      entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or, except for salary increases, bonuses or variations of terms in the ordinary course, senior executive of any member of the Wider bwin.party Group or the Wider Offeror Group;

(viii)      proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider bwin.party Group or the Wider Offeror Group which are material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole, save as agreed in writing between bwin.party and Offeror;

(ix)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x)        except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider bwin.party Group or the Wider Offeror Group as a whole;

(xi)       terminated or varied the terms of any agreement or arrangement between any member of the Wider bwin.party Group or the Wider Offeror Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(xii)      (except as disclosed on publicly available registers) made any material alteration to its memorandum or articles of association or other incorporation documents which in any such case is material in the context of the Offer as a whole;

(xiii)      except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation, made or agreed or consented to any significant change to:

(a)          the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider bwin.party Group for its directors, employees or their dependants;

(b)          the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c)          the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d)          the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider bwin.party Group;

(xiv)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which in any such case is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(xv)      (other than in respect of any member of the Wider bwin.party Group or the Wider Offeror Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed which in any such case is material in the context of the Wider bwin.party Group or the Wider Offeror Group as a whole;

(xvi)     made, authorised, proposed or announced an intention to propose any change in its loan capital which in any such case is material in the context of the Wider bwin.party Group or the Wider Offeror Group as a whole;

(xvii)     entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which in any such case is material in the context of the Wider bwin.party Group or the Wider Offeror Group as a whole; or

(xviii)    entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(h);

No adverse change, litigation, regulatory enquiry or similar

(i)       except as Disclosed, since 31 December 2014:

(i)         no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider bwin.party Group or the Wider Offeror Group which in any such case is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider bwin.party Group or the Wider Offeror Group or to which any member of the Wider bwin.party Group or the Wider Offeror Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider bwin.party Group or the Wider Offeror Group, in each case which might reasonably be expected to have a material adverse effect on the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(iii)       no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider bwin.party Group or the Wider Offeror Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider bwin.party Group or the Wider Offeror Group, in each case which might reasonably be expected to have a material adverse effect on the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

(iv)       no contingent or other liability having arisen or become apparent to Offeror or bwin.party or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider bwin.party Group or the Wider Offeror Group to an extent which is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole; or

(v)        no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider bwin.party Group or the Wider Offeror Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

No discovery of certain matters regarding information and liabilities

(j)       except as Disclosed, Offeror not having discovered in relation to the Wider bwin.party Group and bwin.party not having discovered in relation to the Wider Offeror Group:

(i)         that any financial, business or other information concerning the Wider bwin.party Group or the Wider Offeror Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Offeror Group by or on behalf of any member of the Wider bwin.party Group or to any member of the Wider bwin.party Group by or on behalf of any member of the Wider Offeror Group prior to the date of this announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to an extent which is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole; or

(ii)        that any member of the Wider bwin.party Group or the Wider Offeror Group or any partnership, company or other entity in which any member of the Wider bwin.party Group or the Wider Offeror Group has a significant economic interest and which is not a subsidiary undertaking of bwin.party or Offeror is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider bwin.party Group or the Wider Offeror Group taken as a whole;

Anti-corruption

(iii)       that any member of the Wider bwin.party Group or the Wider Offeror Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010 or any other applicable anti-corruption legislation; or

No criminal property

(iv)       that any asset of any member of the Wider bwin.party Group or the Wider Offeror Group constitutes criminal property as defined by section 340(3) of the UK Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Offer

1.       The Scheme will not become Effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Offeror and bwin.party to be or remain satisfied, by no later than the date referred to in Condition 1 (or such later date as Offeror and bwin.party may agree, or as may be otherwise determined, pursuant to the Co-operation Agreement) and the Court may allow.

2.       Offeror reserves the right to waive, in whole or in part, Conditions 3(c) to (j) (inclusive), so far as they relate to bwin.party, the Wider bwin.party Group or any part thereof. Conditions 1, 2, 3(a) and 3(b) shall not be capable of being waived.

3.       bwin.party reserves the right to waive, in whole or in part, Conditions 3(f) to (j) (inclusive), so far as they relate to Offeror, the Wider Offeror Group or any part thereof.

4.       The Offer shall lapse if the acquisition of bwin.party by Offeror is referred to the Chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Reform Act 2013 before the date of the Court Meeting.

5.       Subject always to the provisions of the Co-operation Agreement, neither Offeror nor bwin.party shall be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3(a) to (j) (inclusive) by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

6.       In the event that the Offer is implemented by way of a Takeover Offer, the bwin.party Shares acquired under the Offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement (save for any Permitted Dividends).

7.       If any dividend or other distribution with a record date falling within the Relevant Period (other than any Permitted Dividend) is declared or paid by bwin.party, Offeror reserves the right (without prejudice to any right of Offeror, subject to and in accordance with the Co-operation Agreement, to invoke Condition 3(h)(ii) above) to reduce the cash element of the consideration payable under the Offer in respect of a Scheme Share by the aggregate amount of such dividend or distribution (excluding associated tax credit).

If any such dividend or distribution with a record date falling within the Relevant Period (other than any Permitted Dividend) is paid or made    and Offeror exercises its rights described in this paragraph 7, any reference in this announcement to the consideration payable under the Offer shall be deemed to be a reference to the consideration as so reduced.

To the extent that such a dividend or distribution has been declared but not paid in the Relevant Period and such dividend or distribution is cancelled, then the consideration payable under the Offer in respect of a Scheme Share shall not be subject to change in accordance with this paragraph.

Any exercise by Offeror of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

8.       If any dividend or other distribution with a record date falling within the Relevant Period (other than any Permitted Dividend) is declared or paid by 888, Offeror shall, if so requested in writing by bwin.party (without prejudice to any right of bwin.party, subject to and in accordance with the Co-operation Agreement, to invoke Condition 3(h)(ii) above) increase the cash element of the consideration payable under the Offer in respect of a Scheme Share by such proportion of the aggregate amount of such dividend or distribution (excluding associated tax credit) as is equal to the proportion that the New 888 Shares would, immediately after the Scheme becomes Effective, bear to the aggregate number of the 888 Shares that would then be in issue.

If any such dividend or distribution with a record date falling within the Relevant Period (other than any Permitted Dividend) is paid or made , if Offeror is required by bwin.party to increase the consideration payable under the Offer, any reference in this announcement to the consideration payable under the Offer shall be deemed to be a reference to the consideration as so reduced.

Any exercise by bwin.party of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

9.       Offeror reserves the right to elect, subject to Offeror and bwin.party agreeing or as otherwise permitted in accordance with the Co-operation Agreement, to implement the acquisition of the bwin.party Shares by way of a Takeover Offer as an alternative to the Scheme.  In such event, the acquisition will be implemented by Offeror and/or one or more wholly-owned subsidiaries of Offeror on substantially the same terms as those which would apply to the Scheme subject to appropriate amendments, including (without limitation) an acceptance condition set at such percentage of the shares to which such offer relates, no greater than seventy five per cent. (or, with the prior consent of bwin.party, ninety per cent.) of the voting rights carried by the bwin.party Shares to which the Offer relates, provided that this condition will not be satisfied unless Offeror shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) bwin.party Shares carrying in aggregate more than fifty per cent. of the voting rights then normally exercisable at a general meeting of bwin.party, as Offeror may decide.

10.     The availability of the Offer to persons not resident in the United Kingdom or Gibraltar may be affected by the laws of the relevant jurisdictions. Before taking any action relating to the Offer, persons who are not resident in the United Kingdom or Gibraltar should inform themselves about and observe any applicable requirements.

11.     The New 888 Shares to be issued pursuant to the Offer have not been and will not be registered under the US Securities Act nor under any of the relevant securities laws of Canada, Japan, Australia or the Republic of South Africa. Accordingly, the New 888 Shares may not be offered, sold or delivered, directly or indirectly, in the United States, Canada, Japan, Australia or Republic of South Africa, except pursuant to exemptions from applicable requirements of any such jurisdiction.

12.     The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

13.     Pursuant to, and subject to the provisions of, the Co-operation Agreement, Offeror and bwin.party have agreed to observe and comply with the City Code in relation to the conduct and execution of the Offer as though bwin.party were subject to the Code.  Therefore, in accordance with Rule 13.5 of the City Code, Offeror may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Offeror in the context of the Offer. Whether any such circumstances are of such material significance shall be agreed between Offeror and bwin.party, or, failing such agreement, as otherwise permitted in accordance with the Co-operation Agreement. Furthermore, in accordance with Rule 13.6 of the City Code, bwin.party may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to bwin.party Shareholders in the context of the Offer. Whether any such circumstances are of such material significance shall be agreed between Offeror and bwin.party, or, failing such agreement, as otherwise permitted in accordance with the Co-operation Agreement. The conditions contained in Conditions 1, 2, 3(a) and 3(b), and, if applicable, the Offer condition referred to in paragraph 8 of this Part B of this announcement, are not subject to these provisions of the City Code. Additionally, to the extent that it relates to the 888 Reorganisation, Condition 3(d) is not subject to these provisions of the City Code (and for the avoidance of doubt, in relation to any matters and circumstances other than the 888 Reorganisation, Condition 3(d) shall be subject to these provisions of the City Code).

14.     Save as provided in the following sentence, the Offer will be governed by the laws of England and Wales and will be subject to the exclusive jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document, the applicable requirements of the Listing Rules, the City Code (as applied pursuant to the Co-operation Agreement), the London Stock Exchange, the FCA, the PRA, and the UKLA.  The Scheme will be a Court-sanctioned scheme of arrangement between bwin.party and the Scheme Shareholders implemented under Part VIII of the Gibraltar Companies Act.

15.     The New 888 Shares will be issued credited as fully paid and will rank in full for all dividends, distributions made, paid or declared after their issue and shall otherwise rank pari passu in all respects with the existing New 888 Shares and shall rank in full for all dividends.

16.     Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1.         All references to bwin.party Shares are to bwin.party ordinary shares of 0.015 pence each, and references to 888 Shares are to 888 ordinary shares of 0.5 pence each.

2.         The aggregate value of the cash component of the Offer of £333.6 million is calculated by multiplying the offered amount of 39.45 pence in cash per bwin.party Share by bwin.party's fully diluted share capital (as referred to in paragraph 8 of this Appendix II).

3.         The aggregate value of the share component of the Offer of £546.6 million is calculated by multiplying the number of New 888 Shares to be issued under the terms of the Offer (as referred to in paragraph 9 of this Appendix II) by the price per 888 Share of 160.00 pence (being the price as of close of trading on 16 July 2015, being the last practicable date prior to the release of this announcement).

4.         The aggregate value of the cash payable to participants in the bwin.party Share Plans by reason of the Offer is £18.1 million, such cash being payable in respect of awards to be granted in respect of the 2015 financial year under the bwin.party Share Plans and existing options under the Rollover Option Plan and the All-Employee Option Plan.

5.         Volume weighted average closing prices are derived from data provided by Factset and refer to trading on the London Stock Exchange only.

6.         The value attributed to the entire existing issued and to be issued share capital of bwin.party under the terms of the Offer of £898.3 million is the sum of:

(a)        the aggregate value of the cash component of the Offer;

(b)        the aggregate value of the share component of the Offer; and

(c)        the aggregate value of the cash payable to participants in the bwin.party Share Plans by reason of the Offer,

(as referred to in paragraphs 2, 3 and 4 of this Appendix II respectively).

7.         The percentage of the share capital of the Enlarged Group that will be owned by bwin.party Shareholders of 48.9 per cent. is calculated by dividing the number of New 888 Shares to be issued under the terms of the Offer referred to in paragraph 9 of this Appendix II by the issued share capital of the Enlarged Group (as set out in paragraph 9 of this Appendix II) and multiplying the resulting sum by 100 to produce a percentage.

8.         The fully diluted share capital of bwin.party of 845,580,564 bwin.party Shares is calculated on the basis of:

(A)       bwin.party's issued share capital as at the close of business on 16 July 2015 (being the last Business Day prior to the date of this announcement) of 824,177,355 bwin.party Shares (excluding 1,350,234 shares held by the bwin.party's employee benefit trust); and

(B)       21,403,209 bwin.party Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the bwin.party Share Plans, as at the close of business on 16 July 2015 (being the last practicable date prior to the release of this announcement), excluding those awards and options which will be settled in cash.

9.         The share capital of the Enlarged Group (being 698,388,314) has been calculated as the sum of:

(A)       a total number of 356,773,766 888 Shares (as at the close of business on 16 July 2015, being the last Business Day prior to the date of this announcement); and

(B)       341,614,548 New 888 Shares being the maximum which would be issued under the terms of the Offer (being 0.404 New 888 Shares to be issued per bwin.party Share multiplied by the fully diluted share capital of bwin.party as referred to in paragraph 8 of this Appendix II).

On the date of this announcement 888 holds no ordinary shares in treasury.

10.        Unless otherwise stated, all prices quoted for 888 Shares and bwin.party Shares have been derived from the Daily Official List of the London Stock Exchange and represent closing middle market prices on the relevant date.

11.        Unless otherwise stated, the financial information relating to 888 is extracted from or derived (without adjustment) from the annual report and audited consolidated financial statements of 888 for the year ended 31 December 2014, prepared in accordance with IFRS.

12.        The premium calculations to the price per bwin.party Share have been calculated by reference to the price as of close of trading of an 888 Share of 160.00 pence as of 16 July 2015 (being the last practicable date prior to the date of this announcement) and of a bwin.party Share of 89.40 pence, as of 14 May 2015 (being the last Business Day prior to bwin.party's announcement on 15 May 2015 in relation to its discussions with third parties regarding a variety of possible business combinations).

 

APPENDIX III
IRREVOCABLE UNDERTAKINGS

bwin.party Directors Irrevocable Undertakings

The following persons have given irrevocable undertakings which include undertakings to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting; and, if Offeror exercises its right to implement the Offer by way of a Takeover Offer, to accept such Offer.

 

Name of bwin.party Director

Number of bwin.party Shares in respect of which undertaking is given

Percentage of bwin.party issued share capital

Sylvia Coleman

75,000

0.01

Per Afrell

40,114

0.00

Martin Weigold

1,000,000

0.12

Georg Riedl

856,100

0.10

Norbert Teufelberger

12,155,056

1.47

Philip Yea

261,857

0.03

 

The irrevocable undertakings referred to above cease to be binding in the following circumstances:

(a)        this announcement is not released by 17 July 2015 or such later date as Offeror and bwin.party may agree in writing;

(b)        the Scheme does not become effective or, if Offeror elects, subject to Offeror and bwin.party agreeing or as otherwise permitted in accordance with the Co-operation Agreement, to implement the Offer by way of a Takeover Offer, the Takeover Offer does not become unconditional as to acceptances, in each case by 12 February 2016 or such later date as Offeror and bwin.party may agree in writing;

(c)        the bwin.party Board withdraws, adversely modifies or qualifies its recommendation to bwin.party Shareholders to vote in favour of the resolutions concerning the Offer;

(d)        Offeror announces, with the consent of the bwin.party Board (pursuant to the Co-operation Agreement), that it does not intend to make or proceed with the Offer and no new, revised or replacement Takeover Offer or Scheme is announced in accordance with Rule 2.7 of the City Code at the same time;

(e)        the Takeover Offer or Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced, in accordance with Rule 2.7 of the City Code, in its place or is announced, in accordance with Rule 2.7 of the City Code, at the same time; or

(f)        the Offer becomes wholly unconditional or the Scheme becomes Effective.

bwin.party Shareholder Letters of Intent

The following persons have given letters of intent to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the resolution(s) to be proposed at the General Meeting; and, if Offeror exercises its right to implement the Offer by way of a Takeover Offer, to accept such Offer.

Name of bwin.party Shareholder

Number of bwin.party Shares in respect of which letter of intent is given

Percentage of bwin.party issued share capital

Orbis Investment Management Limited

47,210,415

5.73

Spring Owl Asset Management LLC

42,850,000

5.20

 

888 Directors Irrevocable Undertakings

The following persons have given irrevocable undertakings which include undertakings to vote, or procure a vote, in favour of the resolution(s) to be proposed at the 888 General Meeting.

Name of 888 Director

Number of 888 Shares in respect of which undertaking is given

Percentage of 888 issued share capital

Brian Mattingley

142,857

0.04

Itai Frieberger

1,395,614

0.39

Amos Pickel

100,000

0.03

Aviad Kobrine

0

0.00

 

The irrevocable undertakings referred to above cease to be binding in the following circumstances:

(a)        this announcement is not released by 17 July 2015 or such later date as Offeror and bwin.party may agree in writing;

(b)        the Scheme does not become effective or, if Offeror elects, subject to Offeror and bwin.party agreeing or as otherwise permitted in accordance with the Co-operation Agreement, to implement the Offer by way of a Takeover Offer, the Takeover Offer does not become unconditional as to acceptances, in each case by 12 February 2016 or such later date as Offeror and bwin.party may agree in writing;

(c)        Offeror announces, with the consent of the bwin.party Board (pursuant to the Co-operation Agreement), that it does not intend to make or proceed with the Offer and no new, revised or replacement Takeover Offer or Scheme is announced in accordance with Rule 2.7 of the City Code at the same time;

(d)        the Takeover Offer or Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced, in accordance with Rule 2.7 of the City Code, in its place or is announced, in accordance with Rule 2.7 of the City Code, at the same time;

(e)        the 888 Board withdraws, adversely modifies or qualifies its recommendation to 888 Shareholders to vote in favour of the resolutions concerning the Offer;

(f)        a third party (for the avoidance of doubt, not being the Offeror, 888 or any person acting in concert with either of them) announces an acquisition recommended by the bwin.party Board to acquire all the issued and to be issued share capital of bwin.party in accordance with Rule 2.7 of the City Code; or

(g)        the Offer becomes wholly unconditional or the Scheme becomes Effective.

 

888 Shareholder Irrevocable Undertakings

The following persons have given irrevocable undertakings which include undertakings to vote, or procure a vote, in favour of the resolution(s) to be proposed at the 888 General Meeting.

Name of 888 Shareholder

Number of 888 Shares in respect of which undertaking is given

Percentage of 888 issued share capital

O. Shaked Shares Trust

86,283,534

24.18

E. Shaked Shares Trust

86,283,534

24.18

Ben-Yitzhak Family Shares Trust

37,122,358

10.41

 

The irrevocable undertakings referred to above cease to be binding in the following circumstances:

(a)        the Scheme does not become effective or, if Offeror elects to implement the Offer by way of a Takeover Offer, the Takeover Offer does not become unconditional as to acceptances, in each case by the date which is 9 months from the date of release of this announcement;

(c)        the 888 Board withdraws, adversely modifies or qualifies its recommendation to 888 Shareholders to vote in favour of the resolutions concerning the Offer;

(d)        Offeror announces, with the consent of the bwin.party Board (pursuant to the Co-operation Agreement), that it does not intend to make or proceed with the Offer;

(e)        the Takeover Offer or Scheme lapses in accordance with its terms or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced in accordance with Rule 2.7 of the City Code in its place or is announced in accordance with Rule 2.7 of the City Code at the same time;

(f)        the Takeover Offer becomes wholly unconditional or the Scheme becomes effective;

(g)        the bwin.party Board withdraws, adversely modifies or qualifies its recommendation to bwin.party Shareholders to (i) vote in favour of the Scheme at the Court Meeting and the Special Resolutions when presented to such shareholders or (ii) if applicable. accept the Takeover Offer;

(h)        a third party (for the avoidance of doubt, not being the Offeror, 888 or any person acting in concert with either of them) announces an acquisition recommended by the bwin.party Board to acquire all the issued and to be issued share capital of bwin.party in accordance with Rule 2.7 of the City Code or bwin.party announces that it has terminated the auction process; or

(i)         any material term or condition of the Offer set out in this announcement is revised without the prior written consent of the shareholders giving the irrevocable undertakings.

 

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"888"

888 Holdings plc;

"888 Board"

the board of 888 Directors;

"888 Class 1 Circular"

the circular to be posted to 888 Shareholders in connection with the Offer;

"888 Directors"

the directors of 888;

"888 General Meeting"

the general meeting of 888 (including any adjournment thereof) to be convened in connection with the Offer, notice of which will accompany the 888 Class 1 Circular;

"888 Group"

888 and its group undertakings and, where the context permits, each of them;

"888 Intermediate Holdco"

VHL Financing Limited;

"888 Reorganisation"

the corporate reorganisation of the 888 Group to effect the transfer by 888 to 888 Intermediate Holdco of certain of the subsidiaries of 888 prior to the Effective Date;

"888 Share Plans"

the 888 All-Employee Share Plan and the 888 Long Term Incentive Plan;

"888 Shareholders"

the holders of 888 Shares;

"888 Shares"

the fully paid up ordinary shares of 0.5 pence each in the capital of 888;

"Admission to Trading" or "Admitted to Trading"

the satisfaction of the Conditions in paragraphs 3(b) of Part A of Appendix I to this announcement in respect of the admission of the New 888 Shares to (i)  the UKLA Official List with a premium listing and (ii) trading on the main market of the London Stock Exchange;

"Australia"

the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;

"Authorisations"

material regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

"bwin.party"

bwin.party digital entertainment plc;

"bwin.party Board"

the board of bwin.party Directors;

"bwin.party Directors"

the directors of bwin.party;

"bwin.party Group"

bwin.party and its subsidiary undertakings and, where the context permits, each of them;

"bwin.party Share Plans"

the bwin.party Bonus Banking Plan, the bwin.party digital entertainment plc 2014 Incentive Plan, the bwin.party Bonus and Share Plan, the PartyGaming Plc All-Employee Option Plan, the bwin.party Rollover Option Plan, the PartyGaming Plc Share Option Plan and the bwin.party digital entertainment plc Global Share Plan;

"bwin.party Shareholders"

the holders of bwin.party Shares;

"bwin.party Shares"

the fully paid up ordinary shares of 0.015 pence each in the capital of bwin.party;

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London, Israel and Gibraltar;

"Canada"

Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof;

"Capital Reduction"

the reduction and any reorganisation of bwin.party's share capital provided for by the Scheme;

"City Code" or "Code"

the City Code on Takeovers and Mergers;

"Clearances"

means the merger control, competition and regulatory approvals, consents, clearances, permissions, waivers and "no objection" statements required to be obtained in connection with the Offer prior to Completion;

"Completion"

completion of the proposed acquisition by Offeror (and/or one or more wholly owned subsidiaries of Offeror) of the entire issued and to be issued ordinary share capital of bwin.party pursuant to the Offer;

"Conditions"

the conditions to the implementation of the Offer, as set out in Part A of Appendix I to this announcement and to be set out in the Scheme Document;

"Confidentiality Agreement"

the confidentiality agreement entered into between bwin.party and Offeror dated 17 April 2015;

"Co-operation Agreement"

the agreement dated 17 July 2015 between bwin.party, Offeror, and 888 and relating, among other things, to the implementation of the Offer;

"Court"

the Supreme Court of Gibraltar;

"Court Meeting"

the meeting(s) of bwin.party Shareholders to be convened pursuant to an order of the Court under the Gibraltar Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme, including any adjournment thereof;

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;

"CRM"

means customer relationship management;

"Dealing Disclosure"

has the same meaning as in Rule 8 of the City Code;

"Deutsche Bank"

Deutsche Bank AG, London Branch;

"Disclosed"

the information disclosed by, or on behalf of bwin.party or Offeror, respectively: (i) in the annual report and accounts of the bwin.party Group for the financial year ended 31 December  2014; (ii) in the annual reports and accounts of the 888 Group for the financial year ended 31 December 2014; (ii) in this announcement; (iii) in any other announcement to a Regulatory Information Service by or on behalf of bwin.party or Offeror prior to the publication of this announcement; or (iv) as otherwise fairly disclosed to Offeror or bwin.party in writing (or their respective officers, employees, agents or advisers) prior to the date of this announcement;

"Effective"

(i) if the Offer is implemented by way of the Scheme, the date on which the order of the Court sanctioning the Scheme under Part VIII of the Gibraltar Companies Act becomes effective in accordance with its terms; or

(ii) if the Offer is implemented by way of a Takeover Offer, such Takeover Offer having been declared or become unconditional in all respects in accordance with the City Code;

"Effective Date"

the date on which the Scheme becomes Effective in accordance with its terms (or the date on which a Takeover Offer is declared wholly unconditional, as the case may be);

"Enlarged Group"

the bwin.party Group and 888 Group following completion of the Offer;

"EU"

the European Union;

"Euroclear"

Euroclear UK and Ireland Limited;

"FCA" or "Financial Conduct Authority"

the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

"FSMA"

the UK Financial Services and Markets Act 2000, as amended;

"General Meeting"

the general meeting of bwin.party Shareholders (including any adjournment thereof) to be convened in connection with the Scheme and the Capital Reduction, notice of which will be set out in the Scheme Document;

"Gibraltar Companies Act"

the Companies Act 2014 of Gibraltar;

"GVC"

GVC Holdings plc;

"HMRC"

HM Revenue & Customs;

"IFRS"

International Financial Reporting Standards;

"Japan"

Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof;

"Licensing Jurisdiction"

any of Austria, Alderney, Belgium, Denmark, the State of Delaware, France, Gibraltar, Italy, the State of Nevada, the State of  New Jersey, Malta, the State of Schleswig-Holstein, Spain and the United Kingdom, or any other jurisdiction in which a member of the Wider bwin.party Group or the Wider Offeror Group is granted a gaming and/or financial services licence, permit or similar regulatory approval between the date of this announcement and the Effective Date;

"Listing Rules"

the UK Listing Rules;

"London Stock Exchange"

London Stock Exchange plc;

"Mix and Match Facility"

the mix and match facility under which it is proposed that bwin.party Shareholders would be able to elect to vary the proportions in which they receive New 888 Shares and cash under the Offer, subject to the offsetting elections made by other bwin.party Shareholders and the total number of New 888 Shares to be issued by 888 and the total cash consideration to be paid to bwin.party Shareholders pursuant to the Offer;

"New 888 Shares"

the new 888 Shares proposed to be issued to bwin.party Shareholders in connection with the Offer;

"Offer"

the proposed acquisition by Offeror (and/or one or more wholly owned subsidiaries of Offeror) of the entire issued and to be issued ordinary share capital of bwin.party to be effected by means of the Scheme (or if Offeror so elects, subject to Offeror and bwin.party agreeing or as otherwise permitted in accordance with the Co-operation Agreement, by means of a Takeover Offer) on the terms and subject to the Conditions set out in this announcement and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Offer Period"

the offer period (as defined by the City Code) relating to bwin.party, which commenced on the date of this announcement;

"Offeror"

888 Acquisitions Limited;

"Offeror Group"

Offeror and its subsidiary undertakings and, where the context permits, each of them;

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the City Code;

"Overseas Shareholders"

bwin.party Shareholders (or nominees of, or custodians or trustees for, bwin.party Shareholders) not resident in, or nationals or citizens of, the United Kingdom, Israel or Gibraltar;

"Panel"

the Panel on Takeovers and Mergers;

"Permitted Dividend"

in respect of 888 or bwin.party any interim dividend declared and paid during the Relevant Period with record and payment dates that are consistent with past practice of 888 or bwin.party (as applicable) and in an amount not to exceed, in respect of bwin.party, 1.92 pence per share (in aggregate in respect of all interim dividends in respect of such period), and in respect of 888, 3.5 US cents per share (in aggregate in respect of all interim dividends in respect of such period);

"PRA"

the Prudential Regulation Authority;

"Prospectus"

the prospectus to be published by 888 in connection with the Offer;

"Prospectus Rules"

the prospectus rules made by the FCA pursuant to section 73A of FSMA;

"Reduction Court Hearing"

the hearing by the Court (including any adjournment thereof) of the application to confirm the Capital Reduction;

"Reduction Court Order"

the order of the Court, to be granted at the Reduction Court Hearing, confirming the Capital Reduction;

"Registrar of Companies"

the Registrar of Companies in Gibraltar;

"Regulatory Information Service"

any of the services set out in Appendix III to the UK Listing Rules;

"Relevant Period"

the period between the date of this announcement and the Effective Date (or the date on which the Takeover Offer becomes wholly unconditional, as the case may be);

"Restricted Jurisdiction"

any jurisdiction where the extension or availability of the Offer would breach any applicable law;

"Scheme"

the proposed scheme of arrangement under Part VIII of the Gibraltar Companies Act between bwin.party and the Scheme Shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by bwin.party and Offeror;

"Scheme Court Order"

the order of the Court sanctioning the Scheme under Part VIII of the Gibraltar Companies Act;

"Scheme Document"

the document to be sent to bwin.party Shareholders, containing, amongst other things, the Scheme and the notices convening the Court Meeting and the General Meeting;

"Scheme Record Time"

the record date and time for the Scheme, specified in the Scheme Document;

"Scheme Shareholders"

holders of Scheme Shares;

"Scheme Shares"

ordinary shares in the capital of bwin.party that are subject to the Scheme, as defined in the Scheme Document;

"Scheme Voting Record Time"

the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6pm on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6 p.m. on the day which is two days before the date of such adjourned Court Meeting;

"SEC"

the US Securities and Exchange Commission;

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the UK Companies Act) of such undertaking;

"Special Resolutions"

the special resolutions to be proposed by bwin.party at the General Meeting in connection with, among other things, the confirmation of the Capital Reduction, the alteration of bwin.party's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the bwin.party Shares;

"Takeover Offer"

a takeover offer subject to the terms set out in paragraph 8 of Part B of Appendix I to this announcement;

"Third Party"

each of a government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative or fiscal body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

"UK Companies Act"

the United Kingdom Companies Act 2006 (as amended);

"UK Listing Rules"

the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under the Financial Services and Markets Act 2000, and contained in the UKLA's publication of the same name;

"UKLA"

the UK Listing Authority, being the Financial Conduct Authority;

"UKLA Official List"

the Official List maintained by the UKLA;

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"US Securities Act"

the US Securities Act 1933, as amended, and the rules and regulations promulgated thereunder;

"Wider bwin.party Group"

bwin.party and its associated undertakings and any other body corporate, partnership, joint venture or person in which bwin.party and such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Offeror Group"

888 and its associated undertakings and any other body corporate, partnership, joint venture or person in which 888 and such undertakings (aggregating their interests) have a Significant Interest.

 

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking", "group undertaking", "parent undertaking" and "associated undertaking" have the respective meanings given thereto by the UK Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

 

 

 

 



[1]   Nothing in this announcement is intended to be a profit forecast and this statement should not be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historical published earnings per 888 Share or bwin.party Share.

[2] H2 Gambling Capital, June 2015

[3] Nothing in this announcement is intended to be a profit forecast and this statement should not be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historical published earnings per 888 Share or bwin.party Share.

[4]   Nothing in this announcement is intended to be a profit forecast and this statement should not be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historical published earnings per 888 Share or bwin.party Share.

[5]   Nothing in this announcement is intended to be a profit forecast and this statement should not be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historical published earnings per 888 Share or bwin.party Share.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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