2023 Notes - Negative Pledge
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
31 August 2021
WILLIAM HILL LIMITED (FORMERLY KNOWN AS WILLIAM HILL PLC)
(a company incorporated under the laws of England and Wales with company number 04212563, whose registered office is at 1 Bedford Avenue, London WC1B 3AU (the "Issuer"))
£350,000,000 4.875 per cent. Guaranteed Notes due 2023 (the "Notes")
Common Code: 141254766/ISIN: XS1412547660
We refer to the trust deed dated 27 May 2016 (the "Trust Deed") by and between, among others, the Issuer, William Hill Organization Limited, WHG (International) Limited and The Law Debenture Trust Corporation p.l.c. as trustee (the "Trustee"), constituting the Notes and containing the terms and conditions of the Notes (as amended, amended and restated, supplemented and/or otherwise modified from time to time, the "Conditions"). Terms not otherwise defined herein shall have the meaning given to them in the Trust Deed.
In connection with the acquisition of the Issuer by Caesars UK Holdings Limited (the "Acquisition"), a credit agreement dated 22 April 2021 was entered into between, amongst others, Caesars Cayman Finance Limited as borrower, the institutions listed therein as lenders and Deutsche Bank AG, London Branch as administrative agent and collateral agent (as amended, amended and restated, supplemented and/or otherwise modified from time to time, the "Credit Agreement"). The Credit Agreement was entered into for the purposes of funding, amongst other things, the Acquisition, and it is a condition of the Credit Agreement that the Issuer and/or certain of its subsidiaries grant certain security to secure the obligations contemplated by it.
The foregoing condition and certain other material terms of the Credit Agreement are referred to in an amended and restated commitment letter dated 11 December 2020, which was published on the websites of the Issuer and Caesars Entertainment, Inc. in connection with the Acquisition on 11 December 2020.
Accordingly, pursuant to Condition 4 (Negative Pledge) of the Conditions, all amounts payable in respect of the Notes by the Issuer and by the Guarantors in respect of the Notes Guarantee are secured, equally and rateably to the satisfaction of the Trustee with the obligations contemplated by Credit Agreement, by the following security for so long as the obligations contemplated by the Credit Agreement are secured thereby:
1. English law fixed charges in respect of certain assets and an all-asset floating charge, in each case limited to assets located in England and Wales and subject to certain carve-outs, granted by the Issuer, William Hill Organization Limited and Grand Parade Limited pursuant to an English law security accession deed which supplemented an English law debenture dated 22 April 2021;
2. an English law share charge granted by Will Hill Limited in respect of its shares in William Hill Organization Limited, subject to certain carve-outs;
3. a Gibraltar law share mortgage granted by William Hill Organization Limited in respect of its shares in WHG (International) Limited, subject to certain carve-outs;
4. Gibraltar law fixed charges in respect of certain assets and an all-asset floating charge, in each case limited to assets located in Gibraltar (if any) and subject to certain carve-outs, granted by WHG (International) Limited pursuant to a Gibraltar law debenture;
5. Gibraltar law fixed charges in respect of certain assets and an all-asset floating charge, in each case limited to assets located in Gibraltar (if any) and subject to certain carve-outs, granted by Admar Services (Gibraltar) Limited pursuant to a Gibraltar law debenture;
6. a Polish law share pledge granted by Grand Parade Limited in respect of its shares in Grand Parade Sp. Z o.o., subject to certain carve-outs; and
7. a Polish law account pledge granted by Grand Parade Sp. Z o.o. in respect of its material bank accounts located in Poland, subject to certain carve-outs.
As more particularly set out in the Conditions, copies of the Trust Deed are available for inspection during normal business hours at the offices of the Principal Paying Agent, amongst other transaction parties.
In light of the impact of government restrictions in response to the COVID-19 pandemic and to allow for Trust Deed to be reviewed, the Issuer will procure that the Principal Paying Agent makes electronic copies available upon request.
Andrew Scott, Group Treasurer (Interim)
Alison Cole, Director of Corporate Communications
Tel: +44 (0) 20 7612 3233
Tel: +44 (0) 20 7612 3233
This Notice is given by:
William Hill Limited
1 Bedford Avenue
Dated: 31 August 2021