William Hill PLC William Hill Organization Limited
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William Hill PLC (incorporated with limited liability in England and Wales with registered number 04212563) £350,000,000 4.750 per cent. Guaranteed Notes due 2026 unconditionally and irrevocably guaranteed by William Hill Organization Limited (incorporated with limited liability in England and Wales with registered number 00278208) WHG (International) Limited (incorporated with limited liability in Gibraltar with registered number 99191) Issue price: 100 per cent. The £350,000,000 4.750 per cent. Guaranteed Notes due 2026 (the “Notes”) will be issued by William Hill PLC (the “Issuer”) and will be unconditionally and irrevocably guaranteed (the “Notes Guarantee”) on a joint and several basis by William Hill Organization Limited (“WHO”) and WHG (International) Limited (“WHG”) (each a “Guarantor” and, together, the “Guarantors”) and any other subsidiary of the Issuer which becomes a guarantor of the Notes after the Issue Date (as defined on page 25), as described under “Terms and Conditions of the Notes — Notes Guarantee”. References herein to the “Guarantors” shall, so far as the context permits, also include any subsidiary of the Issuer which becomes a guarantor of the Notes after the Issue Date but shall not include any subsidiary of the Issuer which ceases to be a guarantor of the Notes after the Issue Date, all as described under “Terms and Conditions of the Notes — Notes Guarantee”. References herein to the “Group” are to the Issuer and its subsidiaries. References herein to “William Hill” are to the Issuer or the Group, as the context may require. The Issuer may, at its option, redeem all, or some only, of the Notes at any time after the Issue Date at the relevant redemption amount described under “Terms and Conditions of the Notes — Redemption and Purchase”. The Issuer may also, at its option, redeem all, but not some only, of the Notes at any time at par plus accrued interest in the event of certain tax changes as described under “Terms and Conditions of the Notes — Redemption and Purchase”. Upon the occurrence of certain change of control events relating to the Issuer, each holder of the Notes (“Noteholder”) shall have the option to require the Issuer to redeem or (at the option of the Issuer) purchase the Notes of such holder at a cash purchase price equal to 101 per cent. of the principal amount thereof plus accrued interest, as described under “Terms and Conditions of the Notes — Redemption and Purchase”. The Notes mature on 1 May 2026. Application has been made to the Financial Conduct Authority in its capacity as competent authority under Part VI of the Financial Services and Markets Act 2000 (the “FCA”) for the Notes to be admitted to the Official List of the FCA and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the London Stock Exchange’s regulated market. The London Stock Exchange’s regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, “MiFID II”). The Notes are expected to be rated on issue Ba1 by Moody’s Investors Service Ltd. (“Moody’s”) and BB by S&P Global Ratings Europe Limited (“S&P”). Each of S&P and Moody’s is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. The Notes will initially be represented by a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or about 1 May 2019 (the “Closing Date”) with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream, Luxembourg”). Interests in the Temporary Global Note will be exchangeable interests in a permanent global note (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”), without interest coupons, on or after 10 June 2019 (the “Exchange Date”), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances — see “Summary of Provisions relating to the Notes while represented by the Global Notes”. MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (each as defined in MiFID II) (all distribution channels). No Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) key information document (“KID”) has been prepared as the Notes are not available to retail investors in the European Economic Area (the “EEA”). See page 5 of the Prospectus “MiFID II Product Governance / Professional Investors and ECPs only Target Market” and “PRIIPs Regulation – Prohibition of Sales to EEA Retail Investors” for further information. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on pages 35 to 56. 1 Active Joint Lead Managers Barclays Lloyds Bank Corporate Markets NatWest Markets Joint Lead Managers Santander Corporate & Investment Mediobanca Banking The date of this Prospectus is 29 April 2019. 2 IMPORTANT INFORMATION This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended or superseded (and includes any relevant implementing measure in a relevant Member State of the EEA) (the “Prospectus Directive”). The Issuer, WHO and WHG accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, WHO and WHG (each having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer, WHO and WHG, having made all reasonable enquiries, confirm that this Prospectus contains all material information with respect to the Issuer, WHO, WHG and the Notes (including all information which, according to the particular nature of the Issuer, WHO, WHG and of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, WHO, WHG and of the rights attaching to the Notes), that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the omission of which would make this Prospectus or any of such information or the expression of any such opinions or intentions misleading. The Issuer, WHO and WHG accept responsibility accordingly. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus should be read and construed on the basis that such documents are incorporated and form part of the Prospectus. Neither the Joint Lead Managers (as described under “Subscription and Sale” below) nor the The Law Debenture Trust Corporation p.l.c. (the “Trustee”) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer, WHO or WHG in connection with the offering of the Notes. Neither the Joint Lead Managers nor the Trustee accept any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Issuer WHO or WHG in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, WHO or WHG, the Joint Lead Managers or the Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, WHO, WHG, any of the Joint Lead Managers or the Trustee. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, WHO, WHG, any of the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and/or WHO and/or WHG. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Issuer, WHO or WHG, any of the Joint Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances imply that the information contained herein concerning the Issuer and/or WHO and/or WHG 3 is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time subsequent to the date indicated in the document containing the same.