TIDMWMH
RNS Number : 1423Q
William Hill PLC
16 June 2020
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION, TRANSMISSION,
FORWARDING OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION
WOULD BE UNLAWFUL
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
FOR IMMEDIATE RELEASE
16 June 2020
William Hill Plc
("William Hill" or the "Company" or the "Group")
Retail Offer via PrimaryBid.com
William Hill Plc ("William Hill" or the "Company") is pleased to
announce a retail offer via PrimaryBid of new ordinary shares (the
"Retail Shares") of 10p each in the capital of the Company (the
"Retail Offer").
As separately announced today, the Company is conducting a
non-pre-emptive placing of new ordinary shares (the "Placing
Shares") in the capital of the Company (the "Placing") through an
accelerated bookbuilding process (the "Bookbuilding Process"). The
price at which the Placing Shares are to be placed (the "Placing
Price") will be determined at the close of the Bookbuilding
Process. In addition, directors and members of the senior
management team of the Company intend to subscribe for new ordinary
shares in the capital of the Company alongside the Placing (the
"Subscription").
The issue price for the Retail Shares, as well as the shares in
the Subscription, will be equal to the Placing Price.
Reasons for the Retail Offer
Whilst the Placing has been structured as a non-pre-emptive
offer so as to minimise cost, time to completion and use of
management resource at an important time for the Company, the
Company values its retail investor base and recognises the
importance of pre-emption rights in the UK listed company
environment.
After consideration of the various options available to it, the
Company believes that the separate Retail Offer, which will give
retail investors the opportunity to participate in the Company's
equity fundraising alongside the Placing and the Subscription, is
in the best interest of shareholders, as well as wider stakeholders
in William Hill.
The net proceeds of the Retail Offer will be used to enable the
Group to pursue its long term growth ambitions, to increase its
strategic and financial flexibility and to reduce leverage, further
details on which are set out in the Company's announcement
regarding the Placing, released earlier today.
Details of the Retail Offer
Members of the public may participate in the Retail Offer by
applying exclusively through the www.PrimaryBid.com platform and
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The Retail Offer will be open to retail investors from 4.45 p.m.
on 16 June 2020. The Retail Offer will close at the same time as
the Bookbuilding Process is completed. The Retail Offer may close
early if it is oversubscribed.
Subscriptions under the Retail Offer will be considered by the
Company on a "first come, first served" basis (with preference to
be given to the Company's existing retail investors), subject to
conditions which are available to view on PrimaryBid.com. There is
a minimum subscription of GBP100 per investor under the terms of
the Retail Offer. The Company, in consultation with PrimaryBid,
reserves the right to scale back any order at its discretion.
No commission will be charged to investors on applications to
participate in the Retail Offer made through PrimaryBid. It is
important to note that once an application for the Retail Shares
has been made and accepted via PrimaryBid, that application is
irrevocable and cannot be withdrawn.
It is a term of the Retail Offer that the total value of Retail
Shares available for subscription at the Placing Price does not
exceed EUR8 million equivalent. Accordingly, the Company is not
required to publish (and has not published) a prospectus in
connection with the Retail Offer as it falls within the exemption
set out in section 86(1)(e) and 86(4) of the Financial Services and
Markets Act 2000. The Retail Offer is not being made into any
jurisdiction where it would be unlawful to do so. In particular,
the Retail Offer is being made only to persons who are, and at the
time the Retail Shares are subscribed for, will be outside the
United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and in accordance with,
Regulation S under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Persons who are resident or otherwise located in
the United States will not be eligible to register for
participation in the offer through PrimaryBid or subscribe for
Retail Shares.
The Retail Shares, if issued, will be fully paid and will rank
pari passu in all respects with the existing ordinary shares of the
Company, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Application will be made for the Retail Shares to be admitted to
the premium listing segment of the Official List of the Financial
Conduct Authority and to be admitted to trading on the main market
for listed securities of the London Stock Exchange plc (together,
"Admission").
Settlement for the Retail Shares and Admission is expected to
take place on or before 8.00 a.m. on 19 June 2020. The Retail Offer
is conditional, among other things, upon Admission becoming
effective and the placing agreement entered into by the Company in
connection with the Placing not being terminated in accordance with
its terms.
For further details, please refer to www.PrimaryBid.com. The
terms and conditions on which the Retail Offer is made, including
the procedure for application and payment for the Retail Shares, is
available to all persons who register with PrimaryBid.com.
It should be noted that a subscription for the Retail Shares and
any investment in the Company carry a number of risks. Investors
should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to
a recommendation to invest in the Company or amounts to investment,
taxation or legal advice. Investors should take independent advice
from a person experienced in advising on investment in securities
such as the Company's ordinary shares if they are in any doubt.
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
The person responsible for arranging release of this
announcement on behalf of the Company is Simon Callander, Company
Secretary.
For further information on the announcement, please contact:
William Hill Plc:
Louise Turner-Smith, Director of Investor Relations +44 (0) 20
7612 3000
PrimaryBid Limited:
James Deal +44 (0)20 3026 4750
Kieran D'Silva
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company.
Persons distributing this announcement must satisfy themselves
that is lawful to do so. This announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this announcement and the offering, placing
and/or issue of the Retail Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company,
PrimaryBid or any of their respective Affiliates, or any person
acting on its or their behalf that would permit an offer of the
Retail Shares or possession or distribution of this announcement or
any other offering or publicity material relating to such Retail
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required by the Company to inform themselves about, and to observe,
such restrictions.
No prospectus will be made available in connection with the
matters contained in this announcement and no such prospectus is
required (in accordance with the Prospectus Regulation (EU)
2017/1129 as amended from time to time) to be published.
THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND NOT FOR RELEASE, PUBLICATION, TRANSMISSION,
FORWARDING OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON
STOCK EXCHANGE, NOR IS IT INTED THAT IT WILL BE SO APPROVED.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
The securities referred to herein have not been and will not be
registered under the Securities Act, or under the securities laws
of any state or other jurisdiction of the United States, and may
not be offered, sold, pledged, taken up, exercised, resold,
renounced, transferred, or delivered, directly or indirectly, in or
into the United States absent registration under the Securities
Act, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
any other jurisdiction of the United States. No public offering of
the Retail Shares, the Placing Shares or any other securities is
being made in the United States.
The relevant clearances have not been, nor will they be,
obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or
registered by, the Australian Securities and Investments Commission
or the Japanese Ministry of Finance; and the Placing Shares have
not been, and nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of Canada, Australia, Republic of South Africa or Japan.
Accordingly, the Retail Shares may not (unless an exemption under
the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada,
Australia, Republic of South Africa, Japan or any other
jurisdiction outside the United Kingdom or to, or for the account
or benefit of any national, resident or citizen of Australia,
Republic of South Africa, Japan or to any investor located or
resident in Canada.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not occur.
The forward-looking statements contained in this announcement speak
only as of the date of this announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
Financial Conduct Authority.
This announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Retail Offer. The price of shares and any income expected from them
may go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
The Retail Shares to be issued or sold pursuant to the Retail
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company'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 the United Kingdom.
If you are in any doubt about the contents of this announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEDZGMVFVDGGZM
(END) Dow Jones Newswires
June 16, 2020 11:37 ET (15:37 GMT)
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