Agreement to acquire outstanding MRG shares
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
9 November 2018
William Hill has entered into an agreement to acquire 4.7% of the outstanding shares of Mr Green & Co AB
On 31 October 2018, William Hill PLC (LSE: WMH) ("William Hill"), through a controlled affiliate William Hill Holdings Limited, ("William Hill Holdings"), announced a recommended public cash offer (the "Offer") to the shareholders of Mr Green & Co AB (publ) ("MRG" or the "Company"), to tender all their shares to William Hill at a price of SEK 69 in cash per share. The shares in MRG are admitted to trading on Nasdaq Stockholm, Mid Cap ("Nasdaq Stockholm").
Changes in William Hill's shareholding in Mr Green & Co
As a result of acquisitions of shares made by way of a forward purchase arrangement with Citigroup Global Markets Limited, who is the exclusive financial advisor and corporate broker to William Hill in the Offer, William Hill has agreed to purchase 1,913,266 shares, corresponding to approximately 4.7% of all outstanding shares in MRG at a price per share of SEK 69 in cash.
As disclosed in William Hill's press release dated 31 October 2018, MRG shareholders representing in aggregate 40.04 per cent of the shares and votes in MRG, have undertaken to accept the Offer and tender all of their shares in MRG in the Offer, subject to certain conditions as further set out in the press release dated 31 October 2018.
Indicative timetable
The acceptance period for the Offer is expected to commence around 10 December 2018 and end around 11 January 2019. An offer document regarding the Offer is expected to be made public shortly before the commencement of the acceptance period. Assuming that the Offer is declared unconditional no later than around 11 January 2019, settlement is expected to begin around 17 January 2019.
OAM: Additional Regulation Information
William Hill LEI: 213800MDW41W5UZQIX82
Enquiries
William Hill
Lyndsay Wright, Director of Strategy and Sustainability +44 (0) 20 7612 3000
Tom Randell, Head of IR
Ciaran O'Brien, Director of Corporate Communications
Citigroup (Financial Adviser and corporate broker to William Hill)
Jan Skarbek +44 (0) 20 7986 4000
Lars Ingemarsson
Tom Jacob
Robert Farrington (Corporate Broking)
For further information, see www.williamhillplc.com.
This press release was submitted for publication on 9 November 2018 at 14.00 (CET).
Important notice
This is a translation of the original Swedish language press release. In the event of discrepancies, the original Swedish wording shall prevail.
The distribution of this press release and any related Offer documentation may in certain jurisdictions be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, William Hill disclaims any responsibility or liability for the violations of any such restrictions by any person.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
Cautionary statement regarding forward-looking statements
This announcement include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this announcement and the information incorporated by reference into this announcement and may include statements regarding the intentions, beliefs or current expectations of the directors, William Hill or the Group concerning, amongst other things: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies, the expansion and growth of William Hill's, the Group's or the MRG business' operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and industry changes on the business of William Hill, the Group, or MRG.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond William Hill's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, financial condition, liquidity, and the development of the industry in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement and/or the information incorporated by reference into this announcement. The same applies in respect of the MRG business that is the subject of the Offer. Any forward-looking statements in this announcement speak only as of the date of this announcement and are subject to risks relating to future events, other risks, uncertainties and assumptions relating to William Hill's operations and growth strategy, and a number of factors that could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Such factors include, without limitation, the possibility that the Offer will not be pursued or consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the Offer if it is pursued, adverse effects on William Hill share price and operating results because of a failure to complete the Offer, failure to realise the expected benefits of the Offer, negative effects relating to the announcement of the Offer or any further announcements relating to the Offer or the consummation of the Offer on the William Hill share price, significant transaction costs and/or unknown liabilities, general economic and business conditions that affect William Hill, the Group or the MRG business following the Offer, changes in global, political, economic, business, competitive, market and regulatory forces, industry trends, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments, and other factors discussed in this press release. Undue reliance should not be placed on any forward-looking statements.
Subject to the requirements of the FCA, the London Stock Exchange, the Market Abuse Regulation (596/2014), the Listing Rules and the Disclosure and Transparency Rules (and/or any regulatory requirements) or applicable law, William Hill explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this announcement. No statement in this press release is intended as a profit forecast or profit estimate and no statement in this press release should be interpreted to mean that the earnings per share of William Hill as altered by the Offer will necessarily match or exceed the historical or published earnings per share of William Hill or the relevant entities which form the basis for the transaction.
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