William Hill PLC 2020 AGM - Supplemental Letter from the Chairman (1291J)
08 Abril 2020 - 1:00AM
UK Regulatory
TIDMWMH
RNS Number : 1291J
William Hill PLC
08 April 2020
William Hill PLC (the "Company")
8 April 2020
William Hill PLC 2020 AGM - Supplemental Letter from the
Chairman of the Board and revised
arrangements
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
The Company announced and distributed to shareholders on 20
March 2020 notice of its 2020 Annual General Meeting (the 'AGM').
The Company is today distributing a Supplemental Chairman's Letter
to shareholders (the 'Letter').
The Letter gives formal notice that the Notice of AGM is amended
such that:-
-- Resolution 8 (the resolution to re-elect Ruth Prior as a
director of the Company) no longer forms part of that Notice or the
business of the AGM and will now not be put to a shareholder vote
at the AGM; and
-- A new resolution (Resolution 6a) to elect Matt Ashley as a
director now forms part of the Notice and business of the AGM and
will now be put to a shareholder vote at the AGM. That resolution
will be ordinary business.
The Letter also provides further information in relation to the
arrangements for the AGM and the decisions the Remuneration
Committee has taken in relation to executive remuneration in light
of the Covid-19 situation. In line with the Government's compulsory
measures relating to social distancing, the Company will not be
able to give shareholders access to attend the AGM in person and so
shareholders should instead vote by way of proxy.
The withdrawal of Resolution 8 from the Notice of AGM does not
affect any proxy votes which have been validly submitted already,
which will remain valid and will be counted in respect of those
resolutions which now form part of the business of the AGM. Any
votes received in respect of Resolution 8 (which no longer forms
part of the business of the AGM) are not valid and will not be
counted. Given the addition of Resolution 6A an additional Form of
Proxy has been provided to shareholders.
Arrangements for the AGM - In light of COVID-19
On 26 March 2020, the Government's Stay at Home Measures were
passed into law in England and Wales with immediate effect to deal
with the COVID-19 pandemic. The measures prohibit public gatherings
of more than two people, except where the gathering is 'essential
for work purposes'. The FRC and ICSA published supplemental
guidance on 27 March 2020 in response to the government's measures,
advising that attendance at a general meeting by a shareholder
(other than one specifically required to form the quorum for that
meeting), does not meet that criterion.
The Board has considered the impact of the measures and the ICSA
guidance on the forthcoming AGM assuming that the Government's Stay
at Home Measures remain in place. Please note that, in order to
comply with those measures, shareholders will not be permitted to
attend the AGM in person and should instead vote by way of proxy.
Shareholders are urged to register their proxy votes electronically
or by return of both Forms of Proxy which has been sent to
shareholders who have opted to receive copies by post. Please
return your forms as soon as possible and in any event prior to
2.00pm on Wednesday 13 May 2020. If you hold your shares through a
nominee service, please contact the nominee service provider
regarding the process for appointing a proxy.
We expect only the Chairman of the Board and the General Counsel
and Company Secretary to be in attendance in person at the AGM to
ensure that the AGM is quorate and to conduct the business of the
AGM. As already announced the AGM will only deal with the formal
business required and notrading updates or other management
statements will be provided.
The Board appreciates that beyond voting on the formal business
of the meeting, the AGM also serves as a forum for shareholders to
raise questions and comments to the Board. Should shareholders wish
to ask the Board any questions prior to the AGM, we request that
they do so by email to: CompanySecretarial@williamhill.co.uk .
Your Board considers that the resolutions contained in the
Notice of AGM are in the best interests of the Company and
shareholders as a whole and recommends that shareholders vote in
favour of them, as your directors intend to do in respect of their
own beneficial shareholdings. The voting results of all resolutions
put before the AGM will be announced as soon as possible following
the AGM.
If you do not have a proxy form and believe that you should have
one, or have any additional queries on voting, please contact
Computershare Investor Services PLC, details which can be found
at
www.investorcentre.co.uk/contactus .
Decisions the Remuneration Committee has taken in relation to
executive remuneration in light of the Covid-19 situation
The Chair of William Hill's Remuneration Committee published an
update on executive remuneration decisions undertaken in light of
the Covid-19 situation. That update can be accessed at:
https://www.williamhillplc.com/investors/board-and-governance/remuneration
.
Submission to the National Storage Mechanism and publication on
the Company's website
The Letter will be submitted today to the National Storage
Mechanism and posted on the Company's website.
OAM: Additional Regulated Information
William Hill LEI: 213800MDW41W5UZQIX82
Enquiries:
Simon Callander
Company Secretary
William Hill PLC
About William Hill
===================
William Hill PLC is one of the world's leading betting and
gaming companies, employing c12,000 people. Its origins are in the
UK where it was founded in 1934, and where it is listed on the
London Stock Exchange. The majority of its GBP1.6bn annual revenues
are still derived from the UK, where it has a national presence of
licensed betting offices and one of the leading online betting and
gaming services. William Hill's European Online business is
headquartered in Gibraltar and Malta, and is licensed online in 10
countries following the acquisition of Mr Green & Co AB in
January 2019. In 2012, it established William Hill US with a focus
on retail and mobile operations in Nevada and became the largest
sports betting business in the US. Following the ruling in May 2018
by the Supreme Court that the federal ban on state sponsored sports
betting was unconstitutional, William Hill US has expanded and
continues to expand as new states regulate sports betting. It is
now operating in nine states: Delaware, Indiana, Iowa, Mississippi,
Nevada, New Mexico, New Jersey, Rhode Island and West Virginia in
addition to Washington DC. Eldorado Resorts, Inc. currently owns
shares representing 20% of the share capital of William Hill US
Holdco, Inc., the holding company of William Hill US.
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END
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