New Jersey Regulation
The activities of William Hill PLC (“the Company”) in New Jersey are subject to licensing and regulatory oversight by the New Jersey Division of Gaming Enforcement (the “NJ Division”), the New Jersey Racing Commission, and local regulatory agencies.
Our direct and indirect subsidiaries that conduct gaming in New Jersey are required to be licensed by the NJ Division. We have submitted the necessary licensing applications to be authorized to own the equity interests in our licensed and registered subsidiaries (the “Gaming Subsidiaries”) and we are approved by the NJ Division under a transactional waiver for sports betting and online gaming. As an applicant, we are required to periodically submit detailed financial and operating reports to the NJ Division and provide any other information the NJ Division may request. We are also approved to operate a sports betting operation at New Jersey racetracks by the New Jersey Racing Commission.
As in Nevada, any beneficial owner of our voting or non-voting securities, regardless of the number of shares owned, may be required to file an application, may be investigated, and may be required to obtain a finding of suitability as a beneficial owner of our securities if the NJ Division has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the New Jersey Casino Control Act. If the beneficial owner of our voting or nonvoting securities who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information, including a list of its beneficial owners, to the NJ Division. The applicant must pay all costs of investigation incurred by the NJ Division in conducting any such investigation.
The NJ Division’s regulations provide that persons who acquire beneficial ownership of more than 5% of the voting or non-voting securities of licensed gaming companies or applicants must report the acquisition to the NJ Division. The regulations also require that beneficial owners of more than 5% of the equity securities of a New Jersey licensed gaming company, or applicant for such license must apply to the NJ Division for a finding of suitability within thirty days after such filing. An “institutional investor”, as defined in the NJ Division’s regulations, which acquires beneficial ownership of more than 5%, but not more than 25% of our securities may apply to the New Jersey Commission for a waiver of such finding of suitability if such institutional investor holds the securities for investment purposes only. In certain circumstances, an institutional investor may seek approval from the NJ Division to hold more than 25% of the voting securities.
An institutional investor shall not be deemed to hold securities for investment purposes unless the securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management policies or our operations, or any of our gaming affiliates, or any other action which the NJ Division finds to be inconsistent with holding our securities for investment purposes only.
Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the NJ Division may be found unsuitable. Such a finding may negatively impact the ability of the Company and its subsidiaries to operate in New Jersey and elsewhere.