Regulatory Story
Go to market news section View chart   Order free annual report   Print
Company William Hill PLC
TIDM WMH
Headline

Result of EGM

Released 11:26 18-Mar-2013
Number 2305A11

RNS Number : 2305A
William Hill PLC
18 March 2013
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS COMPRISING A CIRCULAR PUBLISHED BY WILLIAM HILL PLC ON 1 MARCH 2013 IN CONNECTION WITH THE RIGHTS ISSUE AND THE RELATED PARTY TRANSACTION (THE "PROSPECTUS"). COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE GROUP'S REGISTERED OFFICE AT GREENSIDE HOUSE, 50 STATION ROAD, WOOD GREEN, LONDON N22 7TP AND ARE AVAILABLE FOR INSPECTION VIA THE NATIONAL STORAGE MECHANISM (WWW.MORNINGSTAR.CO.UK/UK/NSM).

William Hill PLC

18 March 2013

William Hill PLC ("William Hill" or "the Group")

Result of Extraordinary General Meeting and mailing of Provisional Allotment Letters

William Hill PLC announces that, at the Extraordinary General Meeting held earlier today, the shareholders present voted in favour of the two ordinary resolutions ("the Resolutions") relating to the proposed acquisition announced on 1 March 2013 ("the Proposed Acquisition") and the William Hill Online Long Term Incentive Plan 2008.

The Resolutions were:

1.   to approve the Proposed Acquisition by the Group of the 29 per cent. of the William Hill Online joint venture that the Group does not already own from Genuity Services Limited ("Playtech") for a total cash consideration of £423.75 million (subject to adjustments shortly after completion); and

2.   to approve the William Hill Online Long Term Incentive Plan 2008, the issue of new Ordinary Shares or the transfer of Ordinary Shares from treasury and the authorisation of the Directors to give effect to such approval.

In total, 524,489,385 shares were voted in favour of the Proposed Acquisition resolution, representing 100.00 per cent. of the votes cast, and 520,535,797 shares were voted in favour of the Long Term Incentive Plan resolution, representing 98.93 per cent. of the votes cast. Details of the votes cast are as follows:

Resolution

For 

Against

Discretion

Withheld

Proposed Acquisition

524,121,125 (99.93%)

19,542 (0.00%)

368,260 (0.07%)

2,694,660

Long Term Incentive Plan

520,143,428 (98.86%)

5,626,274 (1.07%)

392,369 (0.07%)

1,043,919

Note: An abstention is not a vote in law and is not counted in the calculation of proportion of votes "For" or "Against" the Resolution.

Copies of the Resolutions will shortly be available via the National Storage Mechanism.

Ralph Topping, Chief Executive of William Hill, commented:  

"We are pleased to have received such clear shareholder support for this transaction. Taking full ownership of William Hill Online is an important strategic step for William Hill as we continue to develop our online business, which plays a key part in our growth strategy."  

The Group intends to raise approximately £375 million (net of expenses) through a 2 for 9 Rights Issue of 156,871,900 New Ordinary Shares at a price of 245 pence per share which, together with approximately £50 million from the 2012 Bridge Credit Facility, will be used to finance the Proposed Acquisition whilst maintaining an appropriate capital structure for the Group.

Shareholders' attention is drawn to the timetable set out below:

Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only1)

18 March 2013

Admission/Commencement of dealings in Nil Paid Rights on the London Stock Exchange

8.00 a.m. on 19 March 2013

Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange

8.00 a.m. on 19 March 2013

Stock accounts credited with Nil Paid Rights (for Qualifying CREST Shareholders)

8.00 a.m. on 19 March 2013

Nil Paid Rights and Fully Paid Rights enabled in CREST

8.00 a.m. on 19 March 2013

Recommended latest time and date for requesting withdrawal of Nil Paid Rights or Fully Paid Rights from CREST

4.30 p.m. on 27 March 2013

Latest time and date for depositing renounced Provisional Allotment Letters, nil paid or fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account

3.00 p.m. on 28 March 2013

Latest time and date for splitting Provisional Allotment Letters, nil paid or fully paid

3.00 p.m. on 2 April 2013

Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters

11.00 a.m. on 4 April 2013

1.   Subject to certain restrictions relating to Qualifying Shareholders with registered addresses outside the UK, details of which are set out in the Prospectus.

2.   References to times in this table are to London time unless otherwise stated.

 

Qualifying Shareholders are those on the register at the close of business on 14 March 2013. Definitions used in the Prospectus apply to this announcement unless the context otherwise requires.

Enquiries



William Hill

Ralph Topping, Chief Executive

Neil Cooper, Group Finance Director

Lyndsay Wright, Director of IR

Tel: +44 (0) 20 8918 3614

Citi

Andrew Seaton

Jan Skarbek

Tel: +44 (0) 20 7986 4000

Investec

Chris Treneman

James Rudd

Tel: +44 (0) 20 7597 5970

Brunswick

Simon Sporborg

Sophie Brand

Oliver Hughes

Tel: +44 (0) 20 7404 5959

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus published by William Hill PLC on 1 March 2013 in connection with the Rights Issue and the Proposed Acquisition. This announcement does not constitute, or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of William Hill PLC in any jurisdiction. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares should only be made on the basis of information contained in and incorporated by reference into the Prospectus which contains further details relating to the Group in general as well as a summary of the risk factors to which an investment in the New Ordinary Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.

Subject to certain exceptions, the Prospectus will not be available to Shareholders located in the United States or Restricted Jurisdictions. This announcement is not directed to, or intended for distribution or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability, or use would be contrary to law or regulation which would require any registration or licensing within such jurisdiction.

This announcement and the information contained herein is not an offer of securities for sale in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters may not be offered or sold in the United States absent registration under the US Securities Act of 1933, as amended (the "Securities Act"), or an exemption from, or in a transaction not subject to, registration requirements of the Securities Act. The Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and the Provisional Allotment Letters have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States and no public offering of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters will be made in the United States. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This announcement does not constitute an offer of Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letters to any person with a registered address in, or who is resident in, Australia, Canada, Japan or South Africa. None of the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares or the Provisional Allotment Letters has been or will be registered under the relevant laws of any state, province or territory of Australia, Canada, Japan or South Africa. Subject to certain limited exceptions, neither the Prospectus, the Provisional Allotment Letter nor this announcement will be distributed in or into Australia, Canada, Japan or South Africa.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Citigroup Global Markets Limited ("Citi") which is regulated and authorised in the United Kingdom by the FSA, is acting as sole sponsor and financial adviser, joint global coordinator and joint bookrunner in respect of the Rights Issue. Investec Bank plc ("Investec"), which is regulated and authorised in the United Kingdom by the FSA, is acting as joint global coordinator and joint bookrunner in respect of the Rights Issue. Barclays Bank PLC ("Barclays" and, together with Citi and Investec, the "Banks"), which is regulated and authorised in the United Kingdom by the FSA, is acting as joint bookrunner in respect of the Rights Issue. The Banks are acting exclusively for the Group and for no-one else in connection with the Rights Issue and will not regard any person (whether or not a recipient of this announcement or the Prospectus) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Group for providing the protections afforded to clients of the Banks or for providing advice in relation to the Rights Issue, the contents of this announcement and the accompanying documents or any matters or arrangements referred to herein or therein.

The Banks may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Ordinary Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation the Banks do not propose to make any public disclosure in relation to such transactions.

This announcement should not be considered a recommendation by the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates in relation to any purchase of or subscription for securities.  None of the Banks and their respective directors, officers, employees, advisers or any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy, fairness, sufficiency or completeness of the information or the opinions or the beliefs contained in this announcement (or any part hereof). None of the information contained in this announcement has been independently verified or approved by the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates. Save in the case of fraud, no liability is accepted by the Banks or any of their respective directors, officers, employees, advisers or any of their respective affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Group or any of the Banks. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Group since the date of this announcement or that the information in it is correct as at any subsequent date.

The statements contained in this announcement that are not historical facts are "forward-looking" statements.  These forward-looking statements are subject to a number of substantial risks and uncertainties, many of which are beyond the Group's control and actual results and developments may differ materially from those expressed or implied by these statements for a variety of factors.  These forward-looking statements are statements based on the Group's current intentions, beliefs and expectations about among other things, the Group's results of operations, financial condition, prospects, growth, strategies and the industry in which the Group operates.  Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  By their nature, forward-looking statements involve risks and uncertainties, including, without limitation, the risks and uncertainties to be set forth in the Prospectus, because they relate to events and depend on circumstances that may or may not occur in the future.  In addition, from time to time, the Group or its representatives have made or may make forward-looking statements orally or in writing.  Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Group.  No assurance can be given that such future results will be achieved; actual events or results may differ materially from those expressed in or implied by these statements as a result of risks and uncertainties facing the Group.  Many of these risks and uncertainties relate to factors that are beyond the Group's ability to control or estimate precisely, such as changes in taxation and fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governmental regulators and other risk factors such as the Group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Group operates or in economic or technological trends or conditions, including inflation and consumer confidence, on a global, regional or national basis.  Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.  The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Group undertakes no duty to update any of them publicly in light of new information or future events, except to the extent required by applicable law, the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.  Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested.  It should be noted that past performance is no guide to future performance.  Persons needing advice should consult an independent financial adviser.

Neither the content of the Group's website (or any other website) nor the content of any website accessible from hyperlinks on the Group'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 of the United Kingdom.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
REGEAFDPFADDEFF
Close
London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.

Result of EGM - RNS