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Disclaimer
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THIS DOCUMENT COMPRISES THE PRESENTATION CONCERNING A PROPOSED ISSUE OF GUARANTEED NOTES (AS MORE FULLY REFERRED TO IN THE PROSPECTUS (DEFINED BELOW)), THE "NOTES")) BY THE COMPANY (THE "TRANSACTION"). THIS DOCUMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF DIRECTIVE 2003/71/EC, AS AMENDED (THE "PROSPECTUS DIRECTIVE") AND/OR PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA") AND HAS NOT BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY NOTES IN CONNECTION WITH THE TRANSACTION REFERRED TO IN THIS DOCUMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE IN CONNECTION WITH THE ADMISSION OF THE NOTES TO LISTING ON THE OFFICIAL LIST OF THE UK LISTING AUTHORITY AND TO TRADING ON THE LONDON STOCK EXCHANGE PLC'S MAIN MARKET (THE "PROSPECTUS") AND ANY SUPPLEMENT THERETO. [COPIES OF THE PROSPECTUS, AND ANY SUPPLEMENT THERETO, WILL, FOLLOWING PUBLICATION AND SUBJECT TO CERTAIN RESTRICTIONS, BE AVAILABLE ON THE COMPANY'S WEBSITE AT WWW.WILLIAMHILLPLC.COM. THE INFORMATION CONTAINED IN THIS DOCUMENT IS PROVIDED FOR GENERAL INFORMATION AND IS NOT COMPREHENSIVE AND HAS NOT BEEN PREPARED FOR ANY OTHER PURPOSE. THIS DOCUMENT DOES NOT AND IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, AN OFFER, INDUCEMENT, INVITATION OR COMMITMENT TO PURCHASE, SUBSCRIBE TO, PROVIDE OR SELL ANY NOTES, SERVICES OR PRODUCTS OF THE COMPANY IN ANY JURISDICTION OR TO PROVIDE ANY RECOMMENDATIONS FOR FINANCIAL, SECURITIES, INVESTMENT OR OTHER ADVICE OR TO TAKE ANY DECISION. YOU ARE ENCOURAGED TO SEEK INDIVIDUAL ADVICE FROM YOUR PERSONAL, FINANCIAL, LEGAL, TAX AND OTHER ADVISERS BEFORE MAKING ANY INVESTMENT DECISIONS TO PURCHASE ANY NOTES. ANY DECISION TO OR PURCHASE ANY NOTES SHOULD BE MADE SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS (INCLUDING ANY SUPPLEMENT THERETO) RELATING TO THE TRANSACTION, INCLUDING THE RISK FACTORS. This document has been prepared by William Hill PLC (the "Company"). This document and any materials distributed in connection with this document may include forward-looking statements. particular, the words "expect", "anticipate", "estimate", "may", "should", "plans", "intend", "will", "believe", "continue" and similar expressions (or in each case their negative and other variations or comparable terminology) can be used to identify forward- looking statements. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. These statements are based on expectations of external conditions and events, current business strategy, plans and the other objectives of management for future operations, and estimates and projections of the Company's financial performance. These expectations may prove to be erroneous. By their nature, forward-looking statements involve risks and uncertainties, including the risks and uncertainties to be set out in the Prospectus, many of which are outside the control of Barclays Bank PLC, The Royal Bank of Scotland plc and Lloyds TSB Bank plc (the "Joint Lead Managers") and the Company. The forward-looking statements are not guarantees of future performance and the Company's actual results of operations, performance, achievements, cash flows and dividends and/or industry results may differ materially from those made in or suggested by the forward-looking statements contained in this document. Save as required by applicable law and regulation, the Company and the Joint Lead Managers do not undertake any obligation to review, update or confirm expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events that occur due to any change in the Company's board of directors' expectations, or to reflect circumstances that arise after the date of this document. This document is exempt from the general restriction (in section 21 of FSMA) on the communication of invitations or inducements to engage in investment activity pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") on the grounds that it is intended for distribution in the United Kingdom only to persons who (i) are qualified investors (within the meaning of the Prospectus Directive) and (ii) who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the FPO and/or to high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the FPO or to those persons to whom it may otherwise be lawfully communicated (in each case referred to as "Relevant Persons"). The information contained in this document is not intended to be viewed by, or distributed or passed on (directly or indirectly) to, and should not be acted upon by any class of persons other than Relevant Persons. It is a condition of your receiving this document that you represent and warrant to the Company and each of the Joint Lead Managers that (i) you are a Relevant Person; and (ii) you have read and agree to comply with the contents of this notice. In the event that a person who is not a Relevant Person receives this document, such person should not act
- r rely on this document and should return this document immediately to the Company. None of the Company, its subsidiaries or affiliates, nor any adviser or person acting on their behalf, nor any of the Joint Lead Managers shall (without
prejudice to any liability for fraudulent misrepresentation) have any liability whatsoever for loss however arising, directly or indirectly, from the use of information or opinions communicated in relation to this document. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the applicable securities laws of any state or any other jurisdiction of the United States, and accordingly, may not be
- ffered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States at any time without registration or pursuant to an applicable exemption from the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Notes are being offered and sold outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. There will be no public offer of the Notes in the United States. The Notes have not been and will not be registered under the applicable securities laws of Japan, South Africa, Australia or Canada and, subject to certain exemptions, may not be offered or sold in, or for the account or benefit of any person having a registered address in, or located or resident in, Japan, South Africa, Australia, Canada or the United States. By participating in this presentation and/or by accepting any copy of this document, you agree to be bound by the foregoing limitations and conditions and, in particular, will be taken to have represented, warranted and undertaken that: (i) you have read and agree to comply with the contents of this notice, including, without limitation to the obligation to keep this document and its contents confidential; and (ii) you will not at any time have any discussion, correspondence or contact concerning the information in this document with any of the directors or employees of the Company or its subsidiaries, nor with any of their suppliers, or any governmental or regulatory body without the prior written consent of the Company.