Offer document regarding William Hill’s recommended public cash offer to the shareholders of MRG has now been made public. William Hill extends the acceptance period for the offer

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.

On 31 October 2018, William Hill PLC (LSE:WMH) (“William Hill), through a controlled affiliate William Hill Holdings Limited (“William Hill Holdings”), announced a recommended public cash offer (the “Offer”) to the shareholders of Mr Green & Co AB (publ) (“MRG” or the “Company”), to tender all their shares in MRG to William Hill. The shares in MRG are admitted to trading on Nasdaq Stockholm, Mid Cap (“Nasdaq Stockholm”). William Hill offered SEK 69 in cash per share in MRG. The total offer value for all shares in MRG amounts to approximately SEK 2,819 million.[1]. As a result of acquisitions of shares made by way of a forward purchase agreement with Citigroup Global Markets Limited, William Hill has agreed to purchase 2,181,926 shares, corresponding to approximately 5.34% of all outstanding shares in MRG at a price per share of SEK 69 in cash.

The offer document regarding the Offer has now been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and was made public today.

The offer document together with the acceptance form are available at William Hill’s website, www.williamhillplc.com, and Danske Bank’s website, www.danskebank.se/prospekt. The offer document and the acceptance form will be distributed to shareholders of MRG whose shares are directly registered with Euroclear Sweden AB on 7 December 2018.

The completion of the Offer is subject to, inter alia, approvals from competition authorities in a number of jurisdictions. With reference to when such approvals can reasonably be expected, William Hill has decided to extend the acceptance period of the Offer by four (4) working days. The acceptance period for the Offer commences on 10 December 2018 and ends on 17 January 2019.

If for any reason the review by the competition authorities would take longer than reasonably expected, and the necessary approvals are therefore not obtained before the expiry of the acceptance period, the acceptance period will be extended.

Settlement will begin as soon as William Hill has announced that the conditions for the Offer have been satisfied or that William Hill has otherwise resolved to complete the Offer. Assuming that such an announcement is made no later than around 21 January 2019, settlement is expected to begin around 25 January 2019.

William Hill reserves the right to extend the acceptance period for the Offer, as well as the right to postpone settlement.

[1] Based on 40,849,413 outstanding shares in MRG. In the event that MRG should pay any dividend or make any other value transfer prior to the settlement of the Offer, the price per share in the Offer will be reduced correspondingly.

 

Information about the Offer

For further information about the Offer, see www.williamhillplc.com

OAM: Additional Regulated Information

William Hill LEI: 213800MDW41W5UZQIX82

 

Enquiries

William Hill 

Tel: +44 (0) 20 7612 3000 

Lyndsay Wright, Director of Strategy and Sustainability                            
Tom Randell, Head of IR 
Ciaran O'Brien, Director of Corporate Communications

 

Citigroup (Financial Adviser and corporate broker to William Hill) 

Tel: +44 (0) 20 7986 4000 

Jan Skarbek                                                                                                  
Lars Ingemarsson 
Tom Jacob 
Robert Farrington (Corporate Broking) 

The information was submitted for publication, through the agency of the contact persons set out above, on 4 December 2018 at 19:30 CET.

 

Important notice

This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail. 

The distribution of this press release and any related Offer documentation may in certain jurisdictions be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, William Hill disclaims any responsibility or liability for the violations of any such restrictions by any person. 

The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law. 

Subject to the requirements of the FCA, the London Stock Exchange, the Market Abuse Regulation (596/2014), the Listing Rules and the Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, William Hill explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this announcement.