William Hill PLC (Incorporated with Limited Liability in England and Wales with Registered Number 4212563) £350,000,000 4.875 Per Cent

William Hill PLC (incorporated with limited liability in England and Wales with registered number 4212563) £350,000,000 4.875 per cent. Guaranteed Notes due 2023 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) William Hill Australia Holdings Pty Limited (incorporated with limited liability in Australia with registered number ACN 161 652 955) Issue price: 100 per cent. The £350,000,000 4.875 per cent. Guaranteed Notes due 2023 (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”), WHG (International) Limited (“WHG”) and William Hill Australia Holdings Pty Limited (“William Hill Australia”) (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 20), 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 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 7 September 2023. 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 “UK Listing Authority”) for the Notes to be admitted to the Official List of the UK Listing Authority 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 Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes are expected to be rated on issue Ba1 by Moody’s Investors Service Ltd. (“Moody’s”) and BB+ by Standard & Poor’s Credit Market Services 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 27 May 2016 (the “Closing Date”) with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“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 6 July 2016 (the “Exchange Date”), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive 1 Notes only in certain limited circumstances — see “Summary of Provisions relating to the Notes while represented by the Global Notes”. An investment in Notes involves certain risks. Prospective investors should have regard to the factors described under the heading “Risk Factors” on pages 25 to 44. Active Joint Lead Managers Lloyds Bank Santander Global Corporate The Royal Bank of Scotland Banking Joint Lead Managers Barclays Mediobanca-Banca di Credito Finanziario S.p.A. The date of this Prospectus is 25 May 2016. 2 This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the “Prospectus Directive”). The Issuer, WHO, WHG and William Hill Australia accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, WHO, WHG and William Hill Australia (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, WHG and William Hill Australia, having made all reasonable enquiries, confirm that this Prospectus contains all material information with respect to the Issuer, WHO, WHG and William Hill Australia and the Notes (including all information which, according to the particular nature of the Issuer, WHO, WHG and William Hill Australia 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, William Hill Australia 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, WHG and William Hill Australia 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 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, WHG or William Hill Australia 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, WHG or William Hill Australia in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, WHO, WHG or William Hill Australia, 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, William Hill Australia, 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, William Hill Australia, 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 and/or William Hill Australia. 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, WHG or William Hill Australia, any of the Joint Lead Managers or the Trustee to any person to subscribe for or to purchase any Notes. 3 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 and/or William Hill Australia 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.

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