Possible offer (the Possible Offer) for William Hill plc (William Hill) by The Rank Group Plc (Rank) and 888 Holdings plc (888).
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE POSSIBLE OFFER (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Rank from time to time and, accordingly, it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Rank.
Any person seeking access to the Micro-Site represents and warrants to Rank that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in William Hill or 888. Further, it does not constitute a recommendation by Rank or any other party to sell or buy securities in William Hill or 888.
The Possible Offer does not represent a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers and there can be no certainty that any offer will ultimately be made.
William Hill shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Possible Offer. Any shareholder action required in connection with the Possible Offer will be set out in documents sent to or made available to William Hill shareholders and any decision made by such shareholders should be made solely on the basis of information provided in those documents.
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Possible Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from the United States, Canada, Australia or Japan or any other jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Rank or William Hill (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from the United States, Canada, Australia or Japan or any other Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities in Rank or the solicitation of an offer to buy or subscribe for any securities in Rank.
Any securities to be issued by Rank in connection with the Possible Offer have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act), or under the securities laws of, or of any state, district, province or other jurisdiction of, the United States, Canada, Australia or Japan or any other Restricted Jurisdiction. No regulatory clearances in respect of such Rank securities have been, or will be, applied for in any state, province, territory or jurisdiction other than the United Kingdom. Accordingly, unless an exemption under relevant securities laws is applicable, such Rank securities are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other Restricted Jurisdiction, or to or for the account or benefit of any US Person (as defined in Regulation S under the Securities Act) or resident of Canada, Australia or Japan.
Forward looking statements
The Information may contain "forward-looking statements" relating to William Hill, Rank and/or 888 and the business sectors in which they operate. Generally, the words will, may, should, continue, believes, expects, intends, anticipates, forecast,plan and project or similar expressions identify forward-looking statements. Such statements reflect relevant current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products and services and the behaviour of other market participants. Rank cannot give any assurance that the forward-looking statements will prove to have been correct. The reader should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of the relevant document(s). Rank does not undertake any obligation to update or revise publicly any of the forward-looking statements set out in the Information, whether as a result of new information, future events or otherwise, except to the extent legally required.
In relation to any Information, the only responsibility accepted by the directors of Rank is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither Rank nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Morgan Stanley & Co. International plc (Morgan Stanley), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Rank and 888 and no one els