Released 29 July 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL, TAX AND LEGAL ADVISERS, AS APPLICABLE.
29 July 2022
WILLIAM HILL LIMITED
(a company incorporated under the laws of England and Wales with company number 04212563, whose registered office is at 1 Bedford Avenue, London WC1B 3AU (the "Issuer"))
CHANGE OF CONTROL NOTICE
with respect to the £350,000,000 4.750 per cent. Guaranteed Notes due 2026 (the "Notes")
Common Code: 198983381/ISIN: XS1989833816
We refer to the trust deed dated 1 May 2019 (the "Trust Deed") by and between the Issuer, William Hill Organization Limited, WHG (International) Limited and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee"), constituting the Notes and containing the terms and conditions of the Notes (the "Conditions"), as amended, restated and/or supplemented from time to time. Terms not otherwise defined herein shall have the meaning given to them in the Trust Deed.
NOTICE IS HEREBY GIVEN THAT, pursuant to Condition 7(c), a Put Event has occurred and accordingly each Noteholder is entitled to require the Issuer to redeem or (at the option of the Issuer) purchase the Notes of such holder.
In accordance with Condition 7(c), the Noteholders may require the Issuer to redeem (or purchase) their Notes on the Put Date, which shall be 22 September 2022 being the date that is seven days after the expiry of the Put Period (the "Put Option").
Notes shall be redeemed or purchased by the Issuer at a cash purchase price equal to 101 per cent. of the principal amount thereof together with interest accrued to but excluding the Put Date.
The Put Event has occurred as a result of (i) the occurrence of a Change of Control, resulting from the acquisition by 888 Holdings plc, through its subsidiary 888 Acquisitions Limited, of the entire issued share capital of the Issuer's shareholder, William Hill Cayman Holdings Limited, from Caesars Entertainment Inc. becoming effective, and (ii) the Notes not having an Investment Grade rating from at least two of the Rating Agencies at the time of such Change of Control. Consequently, in accordance with Condition 7(c), the Issuer is required to give a Change of Control Notice to the Trustee and the Noteholders.
To exercise the Put Option in respect of Notes held in global form, an Accountholder in respect of a Note must, within the period starting on the date this Change of Control Notice is given (being 31 July 2022) and ending on the date falling 45 days after the date this Change of Control Notice is given, being 15 September 2022 (after which date the Put Option shall expire) (the "Relevant Period") give notice to Citibank, N.A., London Branch, the principal paying agent (the "Principal Paying Agent") of such exercise in accordance with the standard procedures of, and in the form acceptable to, Euroclear and Clearstream, Luxembourg, such notice being, a "Change of Control Put Notice".
Any Change of Control Put Notice, once given, shall be irrevocable.
The contact details of the specified office of the Principal Paying Agent are:
Citibank, N.A., London Branch
London E14 5LB
Telephone No: +353 1 622 0866
Attention: Agency and Trust Services
THE ISSUER DOES NOT EXPRESS ANY VIEW OR MAKE ANY RECOMMENDATION AS TO WHETHER THE NOTEHOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS BY EXERCISING THE PUT OPTION IN RESPECT OF THEIR NOTES. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN INDEPENDENT FINANCIAL, TAX AND LEGAL ADVISERS, AS APPLICABLE.
IN ACCORDANCE WITH NORMAL PRACTICE, THE TRUSTEE EXPRESSES NO OPINION AS TO THE CONTENTS OF THIS NOTICE, AND MAKES NO REPRESENTATION THAT ALL RELEVANT INFORMATION HAS BEEN DISCLOSED TO NOTEHOLDERS IN THIS NOTICE. ACCORDINGLY, THE TRUSTEE URGES NOTEHOLDERS WHO ARE IN ANY DOUBT AS TO THE IMPACT OF THIS NOTICE TO SEEK THEIR OWN INDEPENDENT ADVICE.
This notice does not constitute an offer to sell or a solicitation of a purchase or a purchase order of securities in any jurisdiction.
The Notes have not been and will not be registered under US Securities Act of 1933, as amended (the "Securities Act"), or under any applicable securities laws of any state or other jurisdiction of the United States and the Notes may not be offered or sold within the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state or local securities laws.
As more particularly set out in the Conditions, copies of the Trust Deed are available for inspection during normal business hours at the offices of the Principal Paying Agent, amongst other transaction parties.
Governing law: This Notice and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.
This Notice is given by:
William Hill Limited
1 Bedford Avenue
Dated: 29 July 2022