United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
NeoGames S.A.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
L6673X107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. L6673X107 | Schedule 13G | Page 2 of 6 |
| 1 | Names of Reporting Persons
William Hill Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
5 | Sole Voting Power
-0- | ||||
| 6 | Shared Voting Power
6,127,257 | |||||
| 7 | Sole Dispositive Power
-0- | |||||
| 8 | Shared Dispositive Power
6,127,257 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,127,257 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
24.5% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. L6673X107 | Schedule 13G | Page 3 of 6 |
| 1 | Names of Reporting Persons
William Hill Organization Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
England and Wales | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
5 | Sole Voting Power
-0- | ||||
| 6 | Shared Voting Power
6,127,257 | |||||
| 7 | Sole Dispositive Power
-0- | |||||
| 8 | Shared Dispositive Power
6,127,257 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,127,257 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
24.5% | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. L6673X107 | Schedule 13G | Page 4 of 6 |
| ITEM 1. | (a) Name of Issuer: |
NeoGames S.A. (the “Issuer”).
(b) Address of Issuer’s Principal Executive Offices:
10 Habarzel Street, Tel Aviv, 6971014, Israel
| ITEM 2. | (a) Names of Persons Filing: |
William Hill Limited and William Hill Organization Limited (hereinafter referred to as the “Reporting Persons”).
(b) Address or Principal Business Office:
The Reporting Persons’ address is 1 Bedford Avenue, London WC1B 3AU, United Kingdom.
(c) Citizenship:
The Reporting Persons are incorporated with limited liability under the laws of England and Wales, operating out of London, United Kingdom.
(d) Title of Class of Securities:
Ordinary shares, no par value.
(e) CUSIP Number:
L6673X107
| ITEM 3. | |
Not applicable.
| ITEM 4. | Ownership: |
| (a) | Amount beneficially owned: 6,127,257 |
| (b) | Percent of class: 24.5%, based upon 24,983,855 Ordinary Shares outstanding as of April 12, 2021 |
| (c) | Number of shares as to which the Reporting Persons have: |
| (i) | Sole power to vote or to direct the vote: -0- |
| (ii) | Shared power to vote or to direct the vote: 6,127,257 |
| (iii) | Sole power to dispose or to direct the disposition of: -0- |
| (iv) | Shared power to dispose or to direct the disposition of: 6,127,257 |
The Reporting Persons are the record holders of 6,127,257 ordinary shares of the Issuer.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
Not applicable.
| CUSIP No. L6673X107 | Schedule 13G | Page 5 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 27, 2021
| WILLIAM HILL LIMITED | ||
| /s/ Simon Callander | ||
| Name: | Simon Callander | |
| Title: | Executive Counsel – Rest of World On Sale | |
| WILLIAM HILL ORGANIZATION LIMITED | ||
| /s/ Simon Callander | ||
| Name: | Simon Callander | |
| Title: | Executive Counsel – Rest of World On Sale | |
| CUSIP No. L6673X107 | Schedule 13G | Page 6 of 6 |
LIST OF EXHIBITS
| Exhibit Number |
Description | |
| 1 | Joint Filing Agreement | |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 27th day of August, 2021.
| WILLIAM HILL LIMITED | ||
| /s/ Simon Callander | ||
| Name: | Simon Callander | |
| Title: | Executive Counsel – Rest of World On Sale | |
| WILLIAM HILL ORGANIZATION LIMITED | ||
| /s/ Simon Callander | ||
| Name: | Simon Callander | |
| Title: | Executive Counsel – Rest of World On Sale | |