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
FOR IMMEDIATE RELEASE
20 April 2021
RECOMMENDED CASH ACQUISITION
of
William Hill PLC ("William Hill")
by
Caesars UK Holdings Limited ("Caesars UK Bidco")
a wholly-owned subsidiary of
Caesars Entertainment, Inc. ("Caesars")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
On 30 September 2020, the boards of William Hill, Caesars UK Bidco and Caesars announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Caesars UK Bidco would acquire the entire issued and to be issued share capital of William Hill not already owned by or on behalf of the Caesars Group (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
The Scheme Court Hearing was held on 31 March 2021, and William Hill is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme pursuant to which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 22 April 2021, which is when a copy of the Court Order is expected to be delivered to the Registrar of Companies. An updated expected timetable of principal events for the Acquisition is set out in the Appendix to this announcement.
Applications have been made for the suspension of trading in William Hill Shares on the London Stock Exchange's main market for listed securities and the listing of William Hill Shares on the premium listing segment of the Official List of the Financial Conduct Authority and such suspensions are expected to take effect by 7:30 a.m. on 22 April 2021. The last day of dealings in, and for the registration and transfer of, William Hill Shares will be 21 April 2021. The de-listing of William Hill Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of William Hill Shares on the London Stock Exchange's main market for listed securities have also been applied for and will, subject to the Scheme becoming Effective, take effect by 8:00 a.m. on 23 April 2021.
A further announcement will be made when the Scheme has become Effective.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document published on 26 October 2020. Full details of the Acquisition are set out in the Scheme Document.