888 Holdings Regulatory News (888)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

9 August 2016

Statement regarding 888 Holdings plc and The Rank Group plc

The Board of William Hill PLC ("William Hill" or the "Group") confirms that it has received an unsolicited non-binding highly conditional proposal (the "Proposal") from 888 Holdings plc ("888") and The Rank Group plc ("Rank") (together the "Consortium") regarding a potential combination of the three companies.

The Proposal envisages an inter-conditional all-share merger of 888 and Rank, with 888 acting as the acquiring entity, to create BidCo, which would contemporaneously offer to acquire William Hill for cash and newly issued shares in BidCo.

The Proposal comprises 199 pence in cash and 0.725 BidCo1 shares per William Hill share, and would result in William Hill shareholders owning 44.6% of the Combined Group. The Proposal represents an estimated value of 364 pence per William Hill share2 (based on the closing price of 888 and Rank on 5 August 2016) with 45% of the proposed consideration in the form of BidCo shares. The Proposal represents a premium of only 16% to the William Hill share price of 314 pence on 22 July 2016 (being the last trading date prior to the announcement of a possible offer by the Consortium) and a premium of only 11% to the William Hill share price of 327 pence on 8 August 2016 (being the last trading date prior to this announcement).

Having reviewed the Proposal with its financial advisers, Citi and Barclays, the Board of William Hill has unanimously rejected the Proposal as it substantially undervalues William Hill.

In addition, the Board of William Hill does not believe that a combination of William Hill with 888 and Rank will enhance William Hill's strategic positioning or deliver superior value for shareholders compared against William Hill's strategy, which is focused on increasing the Group's diversification by growing its digital and international businesses.

The Board of William Hill has also taken into consideration the substantial risk for William Hill shareholders presented by the Proposal, which involves a highly complicated three-way combination at a low premium with BidCo assuming approximately £2.2 billion of leverage in order to fund the cash element of the consideration and refinance existing debt within the three companies.

As demonstrated by the Group's half year results published on Friday, 5 August 2016, William Hill is delivering an improved performance across its businesses with early progress in the Online turnaround, Retail net revenue growth of 4%, Australia turnover growth of 12% and US operating profit growth of 49%. The Group has clear priorities with a strong team in place to deliver its standalone strategy to increase the Group's diversification by growing its digital and international businesses. The acquisition of the betting and gaming digital solutions company Grand Parade Limited announced on 2 August 2016 will also further accelerate the Group's ability to innovate at speed and deliver a market leading customer experience.

Gareth Davis, Chairman of William Hill, said: "This conditional proposal substantially undervalues William Hill, is highly opportunistic and does not reflect the inherent value of the business. It is a very complex three-way combination at a low premium involving substantial risk for William Hill shareholders: execution risk, integration risk and risks of materially increased leverage. The Group has a strong team to deliver against our strategy to grow our digital and international businesses so we strongly advise that shareholders take no action."

In accordance with Rule 2.6(a) of the Code, the Consortium is required, by not later than 5.00 p.m. on 21 August 2016 to either announce a firm intention to make an offer for William Hill in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is being made without the approval of the Consortium.

There can be no certainty that a transaction will be forthcoming or as to its terms. William Hill shareholders are strongly advised to take no action.

The person responsible for arranging for the release of this announcement on behalf of William Hill is Philip Bowcock.

Enquiries

1. The Proposal notes that 888 shareholders would own 46.5% of BidCo and Rank shareholders would own 53.5% (prior to the proposed acquisition of William Hill).

2. Based on 888 and Rank shareholders owning 46.5% and 53.5% of BidCo, respectively, and excluding the impact of any potential synergies resulting from the combination of the three companies. Based on 888's share price as at close on 5 August 2016.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. This is an announcement under Rule 2.4 of the Code and does not constitute an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to William Hill and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

Barclays Bank PLC, acting through its investment bank, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to William Hill and for no one else in connection with matters set out in this announcement and will not be responsible to anyone other than William Hill for providing the protections afforded to its clients or for providing advice in relation to matters set out in this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the William Hill website (http://www.William Hill.com) by no later than 12 noon on 10 August 2016. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.