Corporate By William Hill PLC

Successful Completion of rights issue and placing of rump

William Hill PLC announced previously that, as at 11.00 a.m. on 4 April 2013, being the latest date of receipt of valid acceptances, it had received valid acceptances in respect of 154,099,538 New Ordinary Shares, representing approximately 98.23 per cent of the total number of New Ordinary Shares offered to Shareholders, pursuant to the 2 for 9 Rights Issue announced by the Group on 1 March 2013.

William Hill PLC confirms that, in accordance with the arrangements set out in Part III of the Prospectus dated 1 March 2013, Citigroup Global Markets Limited and Investec Bank plc have, in accordance with their respective obligations under the Underwriting Agreement, procured acquirers for the 2,772,789 remaining New Ordinary Shares, for which valid acceptances were not received, at a price of 382.31 pence per share.

The net proceeds from the sale of these New Ordinary Shares, after deduction of the Rights Issue Price of  245 pence per New Ordinary Share and relevant costs (including any related brokerage and commissions and amounts in respect of VAT which are not recoverable), will be paid to those Shareholders whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be so paid but will be retained for the Group's own benefit.

Defined terms used in this announcement shall have the same meanings as in the Prospectus relating to the Rights Issue dated 1 March 2013, unless the context requires otherwise.

 

Enquiries

 

 

William Hill

Ralph Topping, Chief Executive

Neil Cooper, Group Finance Director

Lyndsay Wright, Director of IR

Tel: +44 (0) 20 8918 3614

Citi

Andrew Seaton

Jan Skarbek

Tel: +44 (0) 20 7986 4000

Investec

Chris Treneman

James Rudd

Tel: +44 (0) 20 7597 5970

Brunswick

Simon Sporborg

Sophie Brand

Oliver Hughes

Tel: +44 (0) 20 7404 5959

 

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus published by William Hill PLC on 1 March 2013 in connection with the Rights Issue and the Proposed Acquisition. This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of William Hill PLC in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Group in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.

Subject to certain exceptions, the Prospectus will not be available to Shareholders located in the United States or Restricted Jurisdictions. This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.

This announcement and the information contained herein is not an offer of securities for sale in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act"), or an exemption from, or in a transaction not subject to, registration requirements of the Securities Act. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States and no public offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters will be made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This announcement does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letters to any person with a registered address in, or who is resident in, Australia, Canada, Japan or South Africa. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters has been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or South Africa. Subject to certain limited exceptions, neither the Prospectus, the Provisional Allotment Letter nor this announcement will be distributed in or into Australia, Canada, Japan or South Africa.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Citigroup Global Markets Limited ("Citi") which is regulated and authorised in the United Kingdom by the FSA, is acting as sole sponsor and financial adviser, joint global coordinator and joint bookrunner in respect of the Rights Issue. Investec Bank plc ("Investec"), which is regulated and authorised in the United Kingdom by the FSA, is acting as joint global coordinator and joint bookrunner in respect of the Rights Issue. Barclays Bank PLC ("Barclays" and, together with Citi and Investec, the "Banks"), which is regulated and authorised in the United Kingdom by the FSA, is acting as joint bookrunner in respect of the Rights Issue. The Banks are acting exclusively for the Group and for no one else in connection with the Rights Issue and will not regard any person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Group for providing the protections afforded to clients of the Banks or for providing advice in relation to the Rights Issue, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.

The Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation the Banks do not propose to make any public disclosure in relation to such transactions.

This announcement should not be considered a recommendation by the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates in relation to any purchase of or subscription for securities.  None of the Banks and their respective directors, officers, employees, advisers or any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates. Save in the case of fraud, no liability is accepted by the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Group or any of the Banks. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

The statements contained in this announcement that are not historical facts are "forward-looking" statements.  These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Group's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors.  These forward-looking statements are statements based on the Group's current intentions, beliefs and expectations about among other things, the Group's results of operations, financial condition, prospects, growth, strategies and the industry in which the Group operates.  Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  By their nature, forward-looking statements involve risks and uncertainties, including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstances that may or may not occur in the future.  In addition, from time to time, the Group or its representatives have made or may make forward-looking statements orally or in writing.  Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Group.  No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Group.  Many of these risks and uncertainties relate to factors that are beyond the Group's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Group operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis.  Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.  The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Group undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.  Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested.  It should be noted that past performance is no guide to future performance.  Persons needing advice should consult an independent financial adviser.

Neither the content of the Group's website (or any other website) nor the content of any website accessible from hyperlinks on the Group's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom 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 and regulations of any jurisdiction outside of the United Kingdom.