01 March 2013
William Hill PLC is raising approximately £375 million new capital (net of expenses) through what is called a rights issue. A rights issue is a way for companies to raise additional money. Companies do this by giving their existing shareholders a right to buy further shares in proportion to their existing shareholdings.
A full description of the background to and reasons for the Rights Issue is set out in the Prospectus dated 1 March 2013. The Prospectus is available on this website, in the Corporate Activities section under the Investors tab.
Qualifying Shareholders are being offered the opportunity to buy 2 New Ordinary Shares for every 9 Existing
Ordinary Shares that they held at close of business (London time) on 14 March 2013 at the issue price of 245 pence per New Ordinary Share. The Issue Price reflects a discount of 39.5 per cent. to the closing middle market price of William Hill PLC per Ordinary Share on 28 February 2013, the latest practical date before the announcement of the Rights Issue and a discount of 34.8 per cent. to the theoretical ex-rights price on the same basis. This represents a 38.3 per cent. discount to that closing middle market price adjusted for the proposed final dividend of 7.8 pence per Ordinary Share, which will be paid to Shareholders on the register of members at the close of business on 15 March 2013, and a discount of 33.7 per cent. to the theoretical ex-rights price on the same basis.
If your shares are held in certificated form and you have not sold all your Ordinary Shares prior to 19 March 2013, you are a qualifying shareholder and are entitled to buy New Ordinary Shares. You will receive a Provisional Allotment Letter (PAL) which enables you to participate in the Rights Issue. If your shares are held under the name of a nominee, information will be sent to your nominee. Therefore, you should contact your nominee for more details.
Shareholders with a registered address in the United States, Australia, Canada, Japan or South Africa are not qualifying shareholders. Shareholders resident outside the United Kingdom are responsible for complying with any applicable legal requirements in their own jurisdictions in relation to the Rights Issue.
The number of New Ordinary Shares that you are entitled to is set out on your PAL. This number was determined by multiplying the number of Existing Ordinary Shares you held on 14 March 2013 by 2, dividing it by 9, then rounding the answer down to the nearest whole number.
For example, if you held 100 shares you will be entitled to buy 22 New Ordinary Shares at 245 pence per share.
This would cost a total of £53.90.
You can choose one of 5 options:
Option 1: Take up all of your Rights
If you choose to take up all of your Rights to New Ordinary Shares, the proportion of the total number of shares in William Hill PLC that you will hold will, subject to fractions, be the same as it was before the Rights Issue. You may instruct William Hill PLC’s UK registrar, Computershare Investor Services PLC, to arrange this for you by ticking the relevant box on page 1 of your PAL and enclosing payment for the amount set out in Box 3 on Page 1 of your PAL.
Option 2: Take up some of your Rights through Cashless Take Up
You have the option to sell some of your Rights in order to take up the remaining Rights to New Ordinary Shares. This is known as “Cashless Take Up” because you do not have to pay any additional money. You may instruct William Hill PLC’s UK registrar, Computershare Investor Services PLC to arrange this cashless take-up of Rights by ticking the relevant box on page 1 of your PAL, or you may take your PAL to your broker. Computershare Investor Services PLC will charge you a commission of 0.35% of the proceeds of sale (subject to a minimum of £20) for this service. Please refer to the terms and conditions attached to this Guide.
Option 3: Sell all of your Rights to New Ordinary Shares
If you decide to sell all of your Rights, the number of shares you hold in William Hill PLC will stay the same, but the proportion of the total number of shares in William Hill PLC that you hold will be significantly lower than that which you currently hold. You may instruct William Hill PLC’s UK registrar, Computershare Investor Services PLC to arrange the sale for you under this Option 3 by ticking the relevant box on page 1 of your PAL, or you may take your PAL to your broker. Computershare Investors Services PLC will charge you a commission of 0.35% of the proceeds of sale (subject to a minimum of £20) for selling all of your Rights, which will be deducted from the proceeds of the sale of your Rights. Please refer to the terms and conditions attached to this Guide.
Option 4: Do nothing (let your Rights lapse)
If you do not return your PAL, your Rights to New Ordinary Shares will lapse at 11.00 a.m. on
4 April 2013. Your lapsed Rights may be sold to other people and any net proceeds (above the
Issue Price and the related expenses of procuring such sales) of the sale will be returned to you
by cheque (provided that the amount exceeds £5.00).
Option 5: Other
You may also (i) split or renounce some of your Rights contained in your PAL; or (ii) deposit your Rights into CREST, in both cases by completing Form X (and/or Form Y if appropriate) on page 2 of the PAL or by taking the PAL to a broker. Please call the Shareholder Helpline at the number indicated on the front of this Guide for further information. You may elect to take up some of your Rights and sell the others or let the others lapse (in which case you must pay for the Rights you do take up) – you will have to “split” your Rights in order to do this.
Please make your election on your PAL. See Part C of this Guide for help in completing your PAL or please call the Shareholder Helpline at the number indicated on the front of this Guide for further information.