Refinancing and Rights issue

27th Feb 2009 07:00



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 THE INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY WILLIAM HILL PLC TODAY IN CONNECTION WITH THE RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.

27 February 2009

William Hill PLC

Refinancing and Rights Issue

The Board of William Hill PLC (LSE: WMH) announces today that it has obtained commitments for New Bank Facilities that, together with its £250 million Existing Bank Facility, in aggregate, will provide funding of £838.5 million. 

In addition, the Board announces that it proposes to raise approximately £350 million (net of expenses) by way of a fully underwritten 1 for 1 Rights Issue at a price of 105 pence per New Ordinary Share. The Rights Issue is subject to approval by Shareholders at a General Meeting to be held on 23 March 2009. 

The Rights Issue will result in the issue of 347,907,117 New Ordinary Shares (representing approximately 50 per cent. of the Enlarged Share Capital of William Hill). 

William Hill PLC's audited results for the 52 weeks ended 30 December 2008 have also been released today in the accompanying announcement.

Highlights

Ÿ	William Hill continues to show robust operational performance and strong cash flow generation from all of its businesses and to operate comfortably within its banking covenants
Ÿ	Previous bank facilities of £1.45 billion, with the majority maturing in March 2010
Ÿ	Funding requirement reduced to approximately £1.2 billion
Ÿ	New Bank Facilities obtained that, together with the Group's £250 million Existing Bank Facility, in aggregate, will provide funding of £838.5 million
Ÿ	Refinancing completed by fully underwritten Rights Issue to raise approximately £350 million (net of expenses) on the basis of 1 New Ordinary Share for every 1 Existing Ordinary Share at a price of 105 pence per New Ordinary Share
Ÿ	The decision to issue equity has been driven by the dramatic deterioration in credit markets since August 2007, which has resulted in banks seeking to reduce their overall lending to borrowers. This has not made it possible for William Hill to refinance the Group’s Existing Bank Facilities in full in the bank market
Ÿ	Net proceeds of the Rights Issue will be used to pay down borrowings and will therefore strengthen the Group’s balance sheet and improve the Group’s credit profile
Ÿ	The Rights Issue will result in the issue of up to 347,907,117 New Ordinary Shares at a price of 105 pence per New Ordinary Share (which represents a 57 per cent. discount to the closing middle market price per Ordinary Share on 26 February 2009, the last Business Day prior to the date of this announcement, and a discount of 40 per cent. to the theoretical ex-rights price on the same basis)
Ÿ	William Hill will not be paying a final 2008 dividend. Following the Rights Issue, the Board expects to adopt a dividend policy based initially on a dividend cover of 2.5 times underlying earnings, with the intention of moving towards 2.0 times dividend cover over time. The Board expects to pay an interim and final dividend for 2009 in line with this dividend policy. The dividend policy is aimed at ensuring that Shareholders continue to benefit from the successful growth and strong cash flows of the Group

Charles Scott, Chairman of William Hill, commented:

"Notwithstanding the deterioration in the economic environment, William Hill continues to show robust operational performance and strong cash flow generation from all its businesses and to operate comfortably within its banking covenants. Together, the Refinanced Bank Facilities and the proceeds from the fully underwritten Rights Issue will result in a significant decrease in the Group's net debt with an improved facility maturity profile, and result in a strengthened balance sheet and improved credit ratios. The Board believes that, with the New Bank Facilities and Rights Issue, William Hill will have a robust capital structure and appropriate financial flexibility to enable the Group to continue to execute its growth strategy." 

A prospectus is being published by the Group today containing details of the Rights Issue. Shareholder approval for the resolution required to effect the Rights Issue will be sought at an Extraordinary General Meeting to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on 23 March 2009 at 10:30 a.m. 

Application has been made to the UKLA for the New Ordinary Shares (nil paid and fully paid) to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on its main market for listed securities. Subject to Shareholder approval, among other things, it is expected that Admission will become effective on 24 March 2009 and that dealings in the New Ordinary Shares, nil paid, will commence on the London Stock Exchange at 8:00am on that date. The expected latest time for acceptance and payment in full under the Rights Issue will be 11:00 a.m. on 7 April 2009.

This summary should be read in conjunction with the full text of this announcement.

Analyst presentation

Meeting: 9:00 a.m. Smeaton Vaults The Brewery Chiswell Street London EC1

Live conference call: UK Freephone: 0800 634 5205 Local UK: +44 845 634 0041 International: +44 208 817 9301

Archive conference call: UK dial-in: +44 207 769 6425International dial-in: +44 207 769 6425Passcode/security code:1577020# (available after the meeting until Friday, 6 March 2009)

Webcast: www.williamhillplc.com Available live and, until 27 February 2010, as an archive

  

Enquiries

William Hill PLC  Ralph Topping, Chief Executive  Simon Lane, Group Finance Director  Lyndsay Wright, Head of Investor Relations	Today:  +44 (0) 20 7404 5959 Thereafter: +44 (0) 20 8918 3600
Citi (sole sponsor, sole bookrunner, financial adviser and corporate broker) Jan Skarbek Andrew Seaton  Steve Salo	Telephone: +44 (0) 20 7986 4000
Brunswick Fiona Antcliffe / Deborah Spencer	Telephone:  +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 which is expected to be published by the Company today in connection with the Rights Issue. Copies of the Prospectus will, following publication, be available from the Company's registered office. 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 the Company 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 Company 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 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 or to or for the account or benefit of a person located in the United States absent registration under the US Securities Act of 1933, as amended or an exemption from, or in a transaction not subject to, registration. 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 US Securities Act of 1933, as amended, 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.

Citi, which is regulated and authorised in the United Kingdom by the FSA, is acting as sponsor, financial adviser, corporate broker, bookrunner and underwriter to the Company and for no-one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citi 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.

Barclays Bank PLC and RBS Hoare Govett Limited are each regulated and authorised in the United Kingdom by the FSA, and are each acting severally as joint lead managers and underwriters, and Lloyds TSB Bank plc is regulated and authorised in the United Kingdom by the FSA, and is acting as co-lead manager (together with the joint lead managers and underwriters, the "Lead Managers"), to the Company and to no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and none of the Lead Managers will be responsible to anyone other than the Company for providing the protections afforded to clients of each of the Lead Managers or for providing advice in relation to the Rights Issue, the contents of this announcement and any accompanying documents or any matters or arrangements referred to herein or therein.

Citi and any of the Lead Managers 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 Citi and the Lead Managers do not propose to make any public disclosure in relation to such transactions.

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 Company'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 are based on the Company's current intentions, beliefs and expectations about among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company 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 Company 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 Company. 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 Company and its subsidiaries. Many of these risks and uncertainties relate to factors that are beyond the Company'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 Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company 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 document and the Company 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.

This announcement should not be considered a recommendation by Citi or the Lead Managers 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. No representation or warranty, express or implied, is given by or on behalf of Citi or the Lead Managers or any of their respective directors, officers, employees, advisers or any of their respective affiliates or any other person as so to the 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 document has been independently verified or approved by Citi or the Lead Managers 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 Citi or the Lead Managers 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 document or its contents or otherwise in connection with this document. 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 Company, Citi or the Lead Managers. 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.

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

  

William Hill PLC

Refinancing and Rights Issue 

Introduction

The Board of William Hill announces today that William Hill has entered into the New Bank Facilities that, under a forward-start mechanism, and together with its £250 million Existing Bank Facility, will provide aggregate funding to the Group of £838.5 million. In addition, the Board announces today that it proposes to raise approximately £350 million (net of expenses) by way of a fully underwritten 1 for 1 Rights Issue. 

The decision to issue equity has been driven by the dramatic deterioration in credit markets since August 2007, which has resulted in banks seeking to reduce their overall lending to borrowers. 

Notwithstanding the deterioration in the economic environment, the Group continues to show robust operational performance and strong cash flow generation from all of its businesses and to operate comfortably within its banking covenants. The Board believes that the Refinanced Bank Facilities together with the proceeds from the Rights Issue will provide William Hill with a robust capital structure and appropriate financial flexibility in economic and financial conditions which are expected to continue to be challenging. 

The Rights Issue will result in the issue of up to 347,907,117 New Ordinary Shares at a price of 105 pence per New Ordinary Share (which represents a 57 per cent. discount to the closing middle market price per Ordinary Share on 26 February 2009, the last business day before this announcement and a discount of 40 per cent. to the theoretical ex-rights price on the same basis). The New Ordinary Shares to be issued under the Rights Issue, when fully paid, will rank pari passu with the Existing Ordinary Shares. 

Citi is acting as sole sponsor, sole bookrunner, financial adviser and corporate broker to William Hill and is underwriting the Rights Issue, together with Barclays Bank PLC and RBS Hoare Govett Limited, who are also acting as joint lead managers. Lloyds TSB Bank plc is acting as co-lead manager. 

In view of the requirement to seek authority from Shareholders to allot the New Ordinary Shares and disapply pre-emption rights in relation to the New Ordinary Shares as required by the 1985 Act, an Extraordinary General Meeting has been convened at 10.30 a.m. on 23 March 2009.

Background to and reasons for the Rights Issue

William Hill is one of the UK's leading betting and gaming companies. Since it floated on the London Stock Exchange in June 2002, William Hill has implemented a strategy of developing the Group both organically and through selective acquisitions with the objective of building on William Hill's key strengths in retail and online betting and gaming and telephone betting. 

The Board has historically sought to maximise returns to Shareholders by maintaining an efficient balance sheet and by returning capital to Shareholders by way of a progressive dividend policy, supplemented by significant on-market share buy-backs. Following the debt-financed acquisition of Stanley Leisure plc's LBOs in September 2005, which resulted in William Hill becoming the leading UK betting company by number of LBOs, the Board announced that it intended to target a capital structure of approximately 3.5 times net debt to EBITDA and broadly to maintain this ratio over the medium term. Historically, William Hill's strong cash generation has ensured the Group has been comfortably able both to support this level of debt and to return significant amounts of cash to Shareholders. Since its flotation in June 2002 William Hill has returned a total of £856 million to Shareholders comprising £407 million through dividends and £449 million through share buy-backs.

At the time that William Hill adopted this target capital structure, it entered into the Existing Bank Facilities comprising a £1.2 billion facility maturing in March 2010 and a £250 million facility maturing in July 2011. Since August 2007 there has been a dramatic deterioration in the credit markets that has led banks to reduce their overall lending to borrowers.

With the majority of the Group's Existing Bank Facilities maturing in 2010 and in light of the adverse conditions in the credit markets, William Hill's management implemented a number of initiatives to reduce the Group's funding requirements. These initiatives included suspending the Group's share buy-back programme from December 2007, reducing non-essential capital expenditure and implementing cost-saving measures within the UK retail and telephone betting channels. Although economic conditions have become more challenging, William Hill has continued to show robust operational performance and strong cash flow generation across its operations.

Notwithstanding the Group's continued trading resilience, strong cash generation and recent actions to reduce its funding requirements from £1.45 billion to approximately £1.2 billion and the reduction in net debt of £86 million to £1,022 million during 2008, the current credit market conditions have not made it possible for William Hill to refinance the Group's Existing Bank Facilities in full in the bank market. In anticipation of a resulting shortfall in the availability of bank finance, the Board explored whether other debt funding alternatives could be utilised to address the funding gap. However, alternative markets for debt funding are currently either unavailable or prohibitively expensive, reflecting the current adverse market conditions.

Commitments under the New Bank Facilities together with the Group's £250 million Existing Bank Facility, in aggregate, will provide funding of £838.5 million. The main elements of the Refinanced Bank Facilities can be summarised as follows:

As part of the refinancing, William Hill has agreed to pay an increased margin and commitment fee to syndicate banks that have committed to participate in the New Bank Facilities. This increased margin will be paid on the relevant syndicate banks' proportion of lending in the £950 million and £250 million facilities until their expiry in March 2010 and July 2011 respectively (unless prepaid earlier). One-off up-front arrangement and lending fees associated with the debt refinancing amount to £12.5 million and will be amortised over the life of the facilities that they relate to. The Board expects the all-in average cost of debt to be approximately 8.5 per cent. in 2009 and the all-in cost of debt, including amortised fees, to be approximately 10.0 per cent. on a full year basis in 2010 (reflecting the Company's existing interest rate hedging arrangements and the terms of the New Bank Facilities). The cash cost of interest is expected to be broadly similar between 2008 and 2009 and is expected to reduce in 2010.

Given the anticipated shortfall in the availability of bank finance, the Board has carefully reviewed all options available to the Group. The Board considers the Rights Issue and the Resolution to be in the best interests of the Company and Shareholders as a whole. The combination of the Refinanced Bank Facilities and the fully underwritten Rights Issue will result in a strengthened balance sheet, a significant reduction in the Group's net debt, improved credit ratios and facilities with longer maturities. The Board believes that following the Rights Issue, William Hill will have a robust capital structure and appropriate financial flexibility for the economic and financial market conditions which are expected to continue to be challenging.

The Board will continue to review the Group's capital structure, the cost of funding and the sources of debt capital on an ongoing basis and, subject to improvements in credit conditions, may in due course seek to refinance parts of the Refinanced Bank Facilities from alternative capital markets.

Use of proceeds

All the net proceeds of the Rights Issue will be used to pay down borrowings under the Existing Bank Facilities. The net proceeds of the Rights Issue will therefore be used to strengthen the Group's balance sheet and improve the Group's credit profile.

Had the Rights Issue taken place at the date of the Group's last balance sheet, being 30 December 2008, the effect on the balance sheet would have been an increase in cash equal to the net proceeds of the Rights Issue. Had the Rights Issue taken place at the beginning of the 2008 financial year, the effect on the Group's earnings would have been positive.

Dividends and dividend policy

William Hill will not be paying a final 2008 dividend. Following the Rights Issue, the Board expects to adopt a dividend policy based initially on a dividend cover of 2.5 times underlying earnings, with the intention of moving towards 2.0 times dividend cover over time. The Board expects to pay an interim and final dividend for 2009 in line with this dividend policy. The dividend policy is aimed at ensuring that Shareholders continue to benefit from the successful growth and strong cash flows of the Group.

Information on William Hill

William Hill is one of the UK's leading betting and gaming companies. It is one of the UK's largest bookmakers and also operates in Ireland with a total of approximately 2,300 LBOs that provide betting opportunities on a wide range of sporting and non-sporting events and, in the UK only, offer gaming machines. In addition, William Hill Online is one of the leading European online betting and gaming businesses by profitability, providing sports betting, casino games, poker, bingo, numbers betting and skill games.

  Principal terms and conditions of the Rights Issue

The Company is proposing to raise approximately £350 million (net of expenses) by way of the Rights Issue. The Rights Issue is being fully underwritten by Citi and the other Underwriters. The Issue Price of 105 pence per New Ordinary Share represents a 57 per cent. discount to the closing middle market price of William Hill of 247 pence per Ordinary Share on 26 February 2009, the latest practicable date before the announcement of the Rights Issue.

Subject to the fulfilment of, amongst other things, the conditions set out below, the Company will offer 347,907,117 New Ordinary Shares by way of the Rights Issue to Qualifying Shareholders other than, subject to certain exceptions, Qualifying Shareholders with a registered address in the Restricted Jurisdictions, at an Issue Price of 105 pence per New Ordinary Share payable in full on acceptance. The Rights Issue will be offered on the basis of:

1 New Ordinary Share for every 1 Existing Ordinary Share

held on the Record Date, and so in proportion to any other number of Existing Ordinary Shares then held and otherwise on the terms and conditions set out in the Prospectus and, in the case of Qualifying non-CREST Shareholders only, the Provisional Allotment Letter. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.

Fractions of New Ordinary Shares will not be allotted to any Qualifying Shareholders, but will be aggregated and sold in the market for the benefit of the Company.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares including the right to all future dividends and other distributions declared, made or paid.

The Rights Issue is conditional, amongst other things, upon passing of the Resolution at the Extraordinary General Meeting.

Applications have been made to the FSA and to the London Stock Exchange for the New Ordinary Shares to be admitted, nil paid, to the Official List and to trading on the London Stock Exchange. It is expected that Admission will become effective and dealings in the Nil Paid Rights will commence at 8:00 a.m. on 24 March 2009.

Current trading and prospects

Group net revenue in the first eight weeks to 24 February 2009 increased by 9 per cent., including the contribution from the expanded online business, compared to the same period in 2008. This increase was achieved against a strong comparator period in 2008 and in spite of poor weather, with 57 UK race meetings cancelled as at 24 February 2009, compared with 26 in the same period in 2008. As a result of these factors, retail gross win increased by 2 per cent. compared to the same period in 2008. Within the retail channel, gaming machines continued to perform strongly, with gross win increasing by 13 per cent. compared to the same period in 2008. On 30 December 2008, William Hill completed the transaction with Playtech which established William Hill Online. Since then, the online business has performed strongly, particularly in Sportsbook, bingo and skill games, and has increased net revenue by 54 per cent., compared with the same period in 2008, taking into account the acquired businesses. The Directors expect William Hill Online to benefit going forward from offering its casino and poker gaming products via Playtech's software.

The Board remains confident about the prospects for the business, both in the UK retail market and in the online market. While it is unclear how the current economic climate might affect the Group's business in the coming months, performance in 2008 as a whole, in the fourth quarter of the year and in 2009 to date has been resilient. The Board believes that this resilience is supported by the broader geographical base of the retail business across the UK, the expanding product range offered across the channels, the widening customer base, and the fact that betting and gaming remain low-ticket, entertainment-led activities. 

Given the current economic climate, the Group is focused on maintaining tight cost control and capital management. During 2009, the Board expects to see further benefits accruing to the retail business from the cost initiatives implemented in 2008, including the new staffing model. At the same time, the Group will continue to invest in William Hill Online to achieve growth in revenue and overall customer numbers. 

The Group reduced its capital expenditure significantly during 2008 and intends to maintain this lower level of expenditure during 2009. In addition, the Group's capital expenditure approval process has become more stringent. During the coming year, the Group intends to focus its estate development programme on new LBO sites and re-sites where it expects to achieve the best rates of return.

Extraordinary General Meeting

The Extraordinary General Meeting is to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on 23 March 2009 at 10:30 a.m. and the purpose of which is to seek Shareholders' approval to the Resolution.

Directors' intentions

Each of the Directors who holds Ordinary Shares has undertaken to take up in full his rights to subscribe for New Ordinary Shares under the Rights Issue in respect of his beneficial holdings, which together amount to 183,437 Ordinary Shares, representing 0.05 per cent. of the issued ordinary share capital of the Company as at the date of the Prospectus.

Expected timetable of principal events 

Each of the times and dates in the table below is indicative only and may be subject to change.
	2009
Publication of Prospectus	27 February
Record Date for entitlements under the Rights Issue	close of business on 18 March
Latest time and date for receipt of Forms of Proxy for the EGM	10:30 a.m. on 21 March
Extraordinary General Meeting	10:30 a.m. on 23 March
Despatch of Provisional Allotment Letters (to Qualifying non-CREST Shareholders only)	10:30 a.m. on 23 March
Admission/Commencement of dealings in Nil Paid Rights on the London Stock Exchange	8:00 a.m. on 24 March
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange	24 March
Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters	11:00 a.m. on 7 April
Commencement of dealing in New Ordinary Shares fully paid	8:00 a.m. on 8 April

Notes: 

Copies of the Prospectus will be available for inspection during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA up to and including 24 March 2009.

This announcement has been issued by, and is the sole responsibility of, William Hill PLC.

Definitions

The following definitions apply throughout this document, unless the context otherwise requires

"1985 Act"	the Companies Act 1985, as amended;
"2006 Act"	the Companies Act 2006, as amended;
"Acts"	the 1985 Act and the 2006 Act, as appropriate;
"Admission"	the admission of the New Ordinary Shares (nil paid) (i) to the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities in accordance, respectively, with the Listing Rules and the Admission and Disclosure Standards;
"Admission and Disclosure Standards"	the requirements contained in the publication "Admission and Disclosure Standards" containing, inter alia, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities;
"Board"	the Board of Directors of the Company;
"Business Day"	any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business;
"Company" or "William Hill"	William Hill PLC;
"Disclosure Rules and Transparency Rules"	the rules made by the FSA under Part VI of FSMA relating to the disclosure of information (as amended from time to time);
"EBITDA"	earnings before, interest payments, taxes, depreciation, share remuneration charges and amortisation and further adjusted for non-recurring items (such as exceptional items and impairment of goodwill);
"Enlarged Share Capital"	the issued share capital of the Company following the passing of the Resolution;
"Existing Bank Facilities"	means each of (i) the £1.2 billion term and revolving facilities made available pursuant to a facilities agreement dated 2 March 2005 (as amended) between the Company and a syndicate of lenders and (ii) the £250 million term facility made available pursuant to a facility agreement dated 31 July 2006 between the Company and a syndicate of lenders;
"Existing Ordinary Shares"	the fully paid Ordinary Shares in issue at the Record Date;
"Extraordinary General Meeting" or "EGM"	the extraordinary general meeting of the Company to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA at 10:30 a.m. on 23 March 2009, notice of which is set out at the end of the Prospectus;
"Form of Proxy"	the enclosed form of proxy for use in connection with the Extraordinary General Meeting;
"FSA"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA;
"Fully Paid Rights"	rights to acquire New Ordinary Shares, fully paid;
"Group"	the Company and its subsidiaries from time to time;
"Issue Price"	105 pence per new Ordinary Share;
"LIBOR"	London InterBank Offered Rate, is the Reuters' screen rate (being the British Bankers Association Interest Settlement Rate) at 11:00 a.m. on the first day of an interest period for the offering of deposits in sterling for the period comparable to the interest period for a loan.
"Listing Rules"	the listing rules made by the FSA under Part VI of FSMA (as amended from time to time);
"London Stock Exchange"	London Stock Exchange plc;
"New Bank Facilities"	means each of (i) the £838.5 million term and revolving forward start facilities made available pursuant to a facilities agreement dated 27 February 2009 between the Company and a syndicate of lenders and (ii) the £50 million incremental facility made available pursuant to a facility agreement dated 27 February 2009 between the Company and a syndicate of lenders;
"New Ordinary Shares"	347,907,117 New Ordinary Shares to be issued by the Company pursuant to the Rights Issue;
"Nil Paid Rights"	New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue;
"Official List"	the Official List of the FSA;
"Ordinary Shares"	the ordinary shares of 10 pence each in the capital of the Company;
"Playtech"	Playtech Software Limited
"Prospectus"	the approved prospectus published today by the Company in connection with the Rights Issue;
"Prospectus Rules"	the rules made by the FSA under Part VI of FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market;
"Provisional Allotment Letter"	the renounceable provisional allotment letter to be issued to Qualifying non-CREST Shareholders by the Company in respect of the Nil Paid Rights pursuant to the Rights Issue;
"Qualifying non-CREST Shareholders"	Qualifying Shareholders whose Ordinary Shares on the register of members of the Company at the close of business on the Record Date are in certificated form;
"Qualifying Shareholders"	holders of Ordinary Shares on the register of members of the Company at the close of business on the Record Date;
"Record Date"	close of business on 18 March 2009;
"Refinanced Bank Facilities"	means the Existing Bank Facilities together with the New Bank Facilities;
"Resolution"	the special resolution set out in the Notice of Extraordinary General Meeting;
"Restricted Jurisdictions"	the United States, Canada, Japan, the Republic of South Africa and Australia and any other jurisdiction outside the UK in which it would be unlawful or in contravention of certain regulations to offer the Nil Paid Rights or New Ordinary Shares under the Rights Issue;
"Rights Issue"	the proposed offer by way of rights of the New Ordinary Shares to Qualifying Shareholders at the Issue Price on the terms and subject to the conditions set out in the Prospectus and, in the case of Qualifying non-CREST Shareholders and Qualifying US Investors only, the Provisional Allotment Letter;
"Securities Act"	the United States Securities Act of 1933, as amended;
"Shareholders"	holders of Ordinary Shares;
"Underwriters"	each of Citigroup Global Markets U.K. Equity Limited, Barclays Bank PLC and RBS Hoare Govett Limited; and
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;

Glossary

gaming machines	electronic machines into which customers insert coins to play games of chance; the March 2002 Government Paper differentiated these machines into four categories ranging from Category D with a maximum stake of 10p and maximum prize of £5 to Category A with unlimited stakes and prizes
LBO	licensed betting office
numbers betting	a type of fixed-odds wager in which customers place bets on the odds of one or more numbers being drawn from a pool of numbers

ENDMSCIIFEIFTIDFIA

---

Related Shares:

WMH.L