TIDMWMH
RNS Number : 1664Q
William Hill PLC
17 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION
DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING
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. FOR IMMEDIATE
RELEASE
17 June 2020
William Hill PLC
("William Hill" or the "Company" or the "Group")
Result of Placing
William Hill announces the successful pricing of the placing of
new ordinary shares of 10p each in the share capital of the Company
(the "Ordinary Shares") announced yesterday (the "Placing").
A total of 174,872,457 new ordinary shares in the Company will
be issued at a price of 128 pence per share (the "Placing Price"),
raising gross proceeds of approximately GBP224 million.
A total of 169,111,584 new ordinary shares in the Company (the
"Placing Shares") have been placed with institutional investors by
Barclays Bank PLC ("Barclays") and Citigroup Global Markets Limited
("Citi) at the Placing Price. Citi and Barclays are acting as Joint
Global Coordinators and Joint Bookrunners (together, the
"Bookrunners") in respect of the Placing.
In conjunction with the Placing, directors and members of the
senior management team of the Company have subscribed (the
"Subscription") for an aggregate of 160,013 new ordinary shares in
the capital of the Company (the "Subscription Shares"), at the
Placing Price, pursuant to subscription letters entered into by
such directors and members of the senior management team. In
addition, retail and other investors have subscribed in the offer
made by the Company via the PrimaryBid platform for a total of
5,600,860 new ordinary shares in the capital of the Company (the
"Retail Shares") at the Placing Price (the "Retail Offer").
The Placing Shares, Subscription Shares and Retail Shares being
issued together represent approximately 19.99 per cent of the
Company's issued share capital immediately prior to the Placing,
Subscription and Retail Offer (excluding treasury shares). The
Placing Price represents a discount of approximately 7.8 per cent
to the middle market closing price on 16 June 2020.
William Hill consulted with a number of its major shareholders
prior to the Placing and has respected the principles of
pre-emption through the allocation process insofar as possible. The
Company is pleased by the strong support it has received from new
and existing shareholders, including retail shareholders via the
Retail Offer.
Applications have been made to the Financial Conduct Authority
(the "FCA") and London Stock Exchange plc (the "LSE") respectively
for the admission of the Placing Shares, Subscription Shares and
the Retail Shares to the premium listing segment of the Official
List of the FCA and to trading on the main market for listed
securities of the LSE (together, "Admission"). It is expected that
Admission will become effective on or before 8.00 a.m. on 19 June
2020. The Placing and the Subscription are each conditional upon,
amongst other things, Admission becoming effective and upon the
placing agreement not being terminated in accordance with its
terms. The Retail Offer is also conditional upon Admission becoming
effective and upon the placing agreement not being terminated in
accordance with its terms.
The Placing Shares, Subscription Shares and Retail Shares will,
when issued, be credited as fully paid and will rank pari passu in
all respects with the existing Ordinary Shares (other than treasury
shares which are non-voting and do not qualify for dividends),
including the right to receive all dividends and other
distributions declared, made or paid in respect of Ordinary Shares
after the date of issue.
Following Admission, the total number of shares in issue in the
Company will be 1,075,598,163 (including 26,363,418 treasury
shares). Therefore, following Admission, the total number of voting
shares in William Hill in issue will be 1,049,234,745.
Director participation
The following Directors and other persons discharging managerial
responsibilities ("PDMR") and / or persons closely associated
("PCA") with them, have subscribed for a total of 157,670
Subscription Shares, at the Placing Price, as follows:
Name Number of Subscription Shares
Roger Devlin 17,968
Ulrik Bengtsson 30,000
Matt Ashley 85,000
Mark Brooker 2,734
Robin Terrell 2,468
Gordon Wilson 7,000
Simon Callander 12,500
This announcement includes inside information as defined in
Article 7 of the Market Abuse Regulation No. 596/2014 and is being
released on behalf of William Hill PLC by Simon Callander, General
Counsel and Company Secretary.
William Hill LEI: 213800MDW41W5UZQIX82
For further information on the announcement, please contact:
William Hill Tel: +44 (0) 20 7612
Louise Turner-Smith, Director of Investor 3000
Relations
Barclays (Joint Global Coordinator, Tel: +44 (0) 20 7623
Joint Bookrunner and Joint Corporate 2323
Broker)
Mark Astaire
Nicola Tennent
Daniel Ross
Citi (Joint Global Coordinator, Joint Tel: +44 (0) 20 7986
Bookrunner and Joint Corporate Broker) 4000
Andrew Seaton
Jan Skarbek
Robert Farrington
Brunswick Tel: +44 (0) 20 7404
Andrew Porter 5959
Samantha Chiene
IMPORTANT NOTICES
This announcement (the "Announcement") and the information
contained in it is not for publication, release, transmission
distribution or forwarding, in whole or in part, directly or
indirectly, in or into the United States, Australia, Canada, Japan
or the Republic of South Africa or any other jurisdiction in which
publication, release or distribution would be unlawful. This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in the United States, Australia, Canada, Japan or the
Republic of South Africa or any other state or jurisdiction. This
Announcement has not been approved by the London Stock Exchange.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
The Placing Shares and the Retail Offer Shares have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory
authority 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
other jurisdiction of the United States. The Placing Shares and the
Retail Offer Shares have not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S.
regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Placing
Shares or the Retail Offer Shares. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the
United States, Australia, Canada, Japan, the Republic of South
Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan,
the Republic of South Africa.
No public offering of 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; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve
Bank or any other applicable body in the Republic of South Africa
in relation to the Placing Shares or the Retail Offer Shares; and
the Placing Shares and the Retail Offer 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, Japan or the Republic of South Africa. Accordingly, the
Placing Shares and the Retail Offer 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, Japan or the Republic of South Africa or
any other jurisdiction outside the United Kingdom or to, or for the
account or benefit of any national, resident or citizen of
Australia, Japan or the Republic of South Africa or to any investor
located or resident in Canada.
No public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. All offers of the
Placing Shares and the Retail Offer Shares will be made pursuant to
an exemption under the Prospectus Regulation (EU) 2017/1129, as
amended from time to time, and includes any relevant implementing
measure in any member state (the "Prospectus Regulation") from the
requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply.
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) to be
published. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed only at
persons who are: (a) persons in Member States of the European
Economic Area who are qualified investors (within the meaning of
article 2(e) of the Prospectus Regulation ("Qualified Investors");
and (b) in the United Kingdom, Qualified Investors who are persons
who (i) have professional experience in matters relating to
investments falling within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (ii) are persons falling within article 49(2)(a) to (d)
("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be
lawfully communicated; (all such persons together being referred to
as "relevant persons").
This Announcement and the terms and conditions set out herein
must not be acted on or relied on by persons who are not relevant
persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment
activity to which this Announcement and the terms and conditions
set out herein relates is available only to relevant persons and
will be engaged in only with relevant persons.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Barclays Bank PLC or Citigroup Global Markets Limited (the
"Banks"), or by any of their affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly
available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
The Banks are authorised by the Prudential Regulation Authority
and regulated in the United Kingdom by the Financial Conduct
Authority and the Prudential Regulation Authority. The Banks are
acting solely for the Company and no one else in connection with
the Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
the Banks by FSMA or by the regulatory regime established under it,
neither the Banks nor any of their affiliates accept any
responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Banks or any of their
affiliates in connection with the Company, the Placing Shares or
the Placing. The Banks and each of their affiliates accordingly
disclaim all and any responsibility and liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) in respect of any statements or other information contained
in this Announcement and no representation or warranty, express or
implied, is made by the Banks or any of their affiliates as to the
accuracy, completeness or sufficiency of the information contained
in this Announcement. The Banks are not acting for the Company with
respect to the Retail Offer or the Subscription.
In connection with the Placing, each of the Banks and any of
their affiliates, acting as investors for their own account, may
take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the
Company or related investments in connection with the Placing or
otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or acquisition, placing or dealing by, each
of the Banks and any of their affiliates acting in such capacity.
In addition, each of the Banks and any of their affiliates may
enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which
each of the Banks and any of their respective affiliates may from
time to time acquire, hold or dispose of shares. None of the Banks
intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Each of the Banks and their respective affiliates may have
engaged in transactions with, and provided various commercial
banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company
and/or its affiliates for which they would have received customary
fees and commissions. Each of the Banks and their respective
affiliates may provide such services to the Company and/or its
affiliates in the future.
The distribution of this Announcement and/or the offering of the
Placing Shares and the Retail Offer Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company
or the Banks or any of their respective affiliates that would, or
which is intended to, permit an offering of the Placing Shares or
the Retail Offer Shares in any jurisdiction or result in the
possession or distribution of this Announcement or any other
offering or publicity material relating to Placing Shares or the
Retail Offer Shares in any jurisdiction where action for that
purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company and the Banks to inform themselves about, and to observe,
such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares or the Retail
Offer Shares. Any investment decision to buy Placing Shares or
Retail Offer Shares in the Placing must be made solely on the basis
of publicly available information, which has not been independently
verified by the Banks.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute an invitation to
underwrite, subscribe for or otherwise acquire or dispose of any
securities in any jurisdiction. This Announcement does not
constitute a recommendation concerning any investor's option with
respect to the Placing. Each investor or prospective investor
should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this Announcement
and publicly available information. The price and value of
securities can go down as well as up. Past performance is not a
guide to future performance.
The Placing Shares to be issued pursuant to the Placing and the
Retail Offer Shares will not be admitted to trading on any stock
exchange other than the main market for listed securities of the
London Stock Exchange plc (the "London Stock Exchange").
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, The Banks will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
NOTWITHSTANDING ANYTHING IN THE FOREGOING, NO PUBLIC OFFERING OF
THE PLACING SHARES IS BEING MADE BY ANY PERSON ANYWHERE AND THE
COMPANY HAS NOT AUTHORISED OR CONSENTED TO ANY SUCH OFFERING IN
RELATION TO THE PLACING SHARES.
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
ROIFFFLFRTIRLII
(END) Dow Jones Newswires
June 17, 2020 02:00 ET (06:00 GMT)
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