Termination of Discussions with FS Gaming

Further to its major shareholder notification on 6 June 2023, FS Gaming Investments LLC (“FS Gaming”) subsequently presented a proposal (“Proposal”) to the Board of 888 (the “Board”). The Board has thoroughly reviewed the Proposal, which centred on the appointments of Lee Feldman, Kenny Alexander and Stephen Morana to become Chair, CEO and CFO of 888, respectively. All the proposed appointees previously held senior leadership positions at GVC Holdings Plc (“GVC”) (now Entain plc).  

On 31 May 2023, Entain plc (“Entain”) announced it had entered deferred prosecution agreement negotiations with the Crown Prosecution Service in relation to the ongoing HMRC investigation into offences that include, but are not limited to, section 7 of the Bribery Act 2010. Entain noted that the ongoing investigation includes a review of its former Turkish facing business and that the company acknowledged that historical misconduct involving former third party suppliers and former employees may have occurred. In considering the Proposal, the Board examined all potential risks related to this, including reviewing information from historic discussions between William Hill and GVC. 

The Group has been in communication with the GB Gambling Commission (“GBGC”) in relation to FS Gaming’s shareholding and the Proposal. The GBGC has expressed its concern regarding the ongoing HMRC investigation into GVC’s activities covering the time the individuals proposed to the Board by FS Gaming were in senior leadership positions at GVC, and that it is in close dialogue with HMRC regarding its ongoing investigation. The GBGC requested regular updates from 888 in relation to any new developments in the circumstances around FS Gaming and its Proposal so that it can fully execute its responsibilities as the GB regulator. 

The Group requested clarification from FS Gaming in relation to considerations expressed by the GBGC, but the most basic assurances that addressed these concerns were not forthcoming.  Based on the information received in relation to these matters, the GBGC informed the Group on 14 July 2023 that it has decided it needs to commence a review of the Group’s operating licences under Section 116 (2)(c)(ii) of the Gambling Act 2005. The GBGC confirmed it has determined a licence review is appropriate in light of FS Group’s investment in the Group and the Proposal. 

The Group will co-operate fully with the GBGC in its licence review. The GBGC has confirmed that a licence review allows for a range of outcomes, including immediate suspension, revocation of operating licences, or the imposition of licence conditions or financial penalties if the Commission finds that licence conditions have been breached, or that the operator, or relevant persons connected to the operator, are unsuitable.

As a result of the initiation of the licence review by the GBGC, and in conjunction with publicly available information, and the Board’s due diligence, the Board concluded that the appointments proposed by FS Gaming have no reasonable prospect of being approved by the GBGC at this time and any actions by FS Gaming to effect a change of corporate control would likely put the Group’s licences to operate in the UK at immediate and significant risk. Therefore, the Board has unanimously concluded to terminate discussions. 

As part of its ongoing advice, the GBGC confirmed in writing to the Board its key responsibilities and considerations as the regulator of Great Britain. It has also made clear that relevant shareholders should also be cognisant of these considerations: 

• Any shareholder acquiring a stake of more than 10% in the business triggers a change of corporate control. The GBGC is required to approve such a change of control or reject it, and if it rejects the application, the only course of action is to revoke the licence to operate. Furthermore, once a change takes place it cannot be reversed; 
• The GBGC was clear that it is incumbent on any licensee appointing a new person into a position of influence and control to ensure those persons are suitable, as the Commission’s licensing assessment will be thorough and exhaustive;
• The GBGC affirmed that only suitable applicants will be granted personal licences, and it considers that the existence of an ongoing criminal investigation would be an important factor in considering suitability;
• Furthermore, the GBGC confirmed that it is not required to await the conclusion of any legal proceedings before acting in regard to refusing personal licences or suspending or revoking operating licences; 
• The GBGC also informed the Board that any licence applicant, or operator relevant to such application, should consider what role relevant individuals may have had at the time relevant to the ongoing HMRC investigation into GVC; 
• The GBGC affirmed to the Board that it rejects a number of personal licence applications every year, the main grounds often being suitability; and
• The GBGC strongly recommended that the Board, as well as all shareholders, give very serious consideration to the above factors before acting.

Lord Mendelsohn, Executive Chair of 888, commented:

“We will be fully cooperating with the GBGC’s Section 116 (2)(c)(ii) review, arising from potential issues with respect to FS Gaming’s investment and Proposal, and look forward to bringing the review to a conclusion expeditiously.    

As a Board we devoted significant time to considering FS Gaming’s Proposal. However, following in-depth regulatory due diligence including engaging closely with the GBGC, the Board had no option but to terminate discussions as it simply could not put licences in our largest market at significant risk.

While this engagement temporarily interrupted the very thorough search process to appoint a new CEO, the Board is finalising its appointment and expects to make an announcement in the very near future. The Board remains firmly focused on delivering the Group’s clear strategy to unlock shareholder value and I’m pleased to confirm that the business remains on track to deliver market expectations for 2023 Adjusted EBITDA.”