Placing Announcement

RNS Number : 6104S

Playtech Limited

23 November 2011

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICAOR JAPAN OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

These materials may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. These materials do not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or (ii) an available exemption from registration under the Securities Act. The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States.

This document is only addressed to and is only directed at persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2.1 of the Prospective Directive (Directive 2003/71/EC). In addition, in the United Kingdom, these materials are directed solely at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). These materials are addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied upon (a) in the United Kingdom, by persons who are not relevant persons or (b) in any member state of the EEA other than the United Kingdom, by qualified investors. Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, relevant persons in the United Kingdom and qualified investors in any member state of the EEA other than the United Kingdom.

Playtech Limited

Placing of 46,511,627 Placing Shares at 215p per Placing Share raising £100 million

Summary

· Playtech announces a fully underwritten, conditional, firm placing of 46,511,627 Placing Shares at a price of 215p per Placing Share, to raise gross proceeds of £100 million

· The proceeds of the Placing are to be utilised to finance acquisition opportunities and investments in new joint ventures, which Playtech highlighted at the time of announcing its 2011 interim results

Mor Weizer, Chief Executive Officer of Playtech Limited, commented:

"After consultation with our major institutional shareholders, I am delighted with the support we have been given. On the basis that the placing is approved by shareholders, these funds will deliver us immediate firepower for the strategic acquisitions and joint ventures we see before us. As part of this exercise, the Board has re-confirmed its commitment to move to the Main Market and announced a revised dividend policy. We continue to enjoy strong current trading and, when taken all together, these actions will take Playtech to the next level."

Placing

· 46,511,627 Placing Shares have been placed with Brickington and certain institutional shareholders, of which 27,756,041 may be available for placing to institutional shareholders via clawback, dependent on demand, subject to the terms and conditions attached to this announcement

· The Placing Price represents a 2.5% discount to the closing middle market price of an Ordinary Share on 22 November 2011

· The Placing Shares represent approximately 19 per cent. of the Company's issued share capital immediately prior to the Placing and the number of Ordinary Shares in issue (excluding shares held in treasury) will increase from 242,697,721 Ordinary Shares immediately prior to this Placing to 289,209,348 Ordinary Shares upon Admission

· Institutional investors wishing to participate should contact their regular Collins Stewart salesperson as soon as possible this morning and in any event prior to 12.00 p.m. today

Underwriting agreement and Brickington participation

· Brickington, the Company's largest Shareholder with an interest in 40.3 per cent. of the Existing Issued Shares, has conditionally agreed to underwrite the 46,511,627 Placing Shares. In the event institutional investors do not complete their subscription for the 27,756,041 Placing Shares available under the clawback mechanism, Brickington's interest will increase up to a maximum of approximately 49.9 per cent. of the Enlarged Issued Shares

· There is no fee being charged by Brickington for its underwriting commitment. A condition of the underwriting, however, is that the Resolutions include an amendment to the Articles of the Company to enable Brickington to make market purchases post this Placing such that its holding can increase to a maximum of 49.9 per cent of the Company's issued Ordinary Shares (excluding shares held in treasury)

· Brickington's participation in the Placing (including its underwriting of the Underwritten Shares) constitutes a related party transaction under rule 13 of the AIM Rules. The Directors consider, having consulted with the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as its Shareholders are concerned

· Playtech has consulted and received support from certain of its major shareholders, including formal letters of intent to vote in favour of the Resolutions

· The Placing is subject to the terms and conditions which are set out in the Appendix to this announcement

Background to, and reasons for, the Placing

At the time of the publication of the Company's interim statement for the half-year ended 30 June 2011, Playtech stated that the Company was pursuing a number of strategic M&A and partnership opportunities.

Discussions have continued to progress and further additional opportunities have been identified. These opportunities fall into two broad categories, namely bolt-on acquisitions and strategic joint ventures, in each case with non-related third parties.

Bolt-on Acquisitions

Management has identified a number of acquisition opportunities that it believes will complement or expand the Group's existing technology or product offering. The cost of the opportunities currently under review vary in size up to approximately £40 million. The Directors expect such acquisitions to be earnings enhancing and are also confident such deals would accelerate organic development and assist the Group to retain its leading position within a dynamic market through synergies with its existing business.

Strategic Joint Ventures

In a number of newly or soon-to-be regulated markets Playtech has identified partners who lack the online expertise to capitalise upon their strong local brand and market leading presence.

Anticipated joint venture arrangements will likely entail Playtech injecting operational and marketing expertise into new vehicles with joint venture partners bringing local market knowledge, experience and recognised brands. In addition, the Directors anticipate that typical deals will see Playtech and its JV partner both investing capital of between €15 million and €30 million, the majority of which will be earmarked for investment in marketing. Playtech would expect to retain a significant interest in these joint ventures, reflecting the expertise which would be contributed to the businesses by Playtech's subsidiary, PT Turnkey Services Limited which was acquired earlier this year.

The strategic rationale of these joint venture opportunities is to create a long term partnerships. Playtech would also expect to license the joint venture with its industry leading software and earn royalties on a revenue share basis.

Move to Main Market

In March 2011, the Company was informed by the UK Listing Authority that it deemed Playtech to be ineligible for a 'Premium Listing' on the London Stock Exchange due to a lack of a three-year track record over 75 per cent. of its earnings, as the William Hill Online joint venture, in which the Group has a 29 per cent. interest, contributed more than 25 per cent. of Playtech's earnings.

It is anticipated that the necessary three-year track record over the earnings of the William Hill Online joint venture will be established by the end of this year, and the Board is therefore commencing work to apply to the UK Listing Authority with a view to obtaining a Premium Listing on the London Stock Exchange as soon as possible following the publication of the Company's annual report for 2011.

Current trading and dividend policy

On 9 November 2011, Playtech released a strong trading statement in its Q3 KPIs with unaudited gross income for the nine month period to 30 September 2011 of €165.2 million, up over 28 per cent on the comparable nine month period in 2010 (€129.2 million) in absolute terms and up 12 per cent., if the income from the new services division is excluded. The Directors believe these results reflect a strong performance over the traditionally quieter third quarter, with significant contributions from Italian cash poker and casino products; improvements in poker; and the continued strength of bingo and Videobet, where the UK roll-out has now completed.

Trading in Q4 has continued to be in line with the strong trading reported in the Company's Q3 KPIs on 9 November 2011. Daily average revenues have continued at 5 per cent. ahead of the average level in Q3 2011.

Following a review of its peer group the Board has determined to adopt an amended policy of paying out up to 40 per cent. of profits in any financial year by way of dividend, which it is intended would be paid as to one-third as an interim dividend and two-thirds as a final dividend. The Directors will continue to review the level of cash retained within the business as well as investment opportunities available to the Group in implementation of this policy. Therefore, the Directors envisage the Company will recommend a dividend that will combine the interim and final dividend for the year to December 2011 in March 2012 at the 40 per cent. payout level.

Further information

Playtech Limited

Mor Weizer, Chief Executive Officer

c/o Bell Pottinger

Tel: +44 (0) 20 7861 3232

Collins Stewart Europe Limited

Piers Coombs

Bruce Garrow

Adam Miller

Tel: +44 (0) 20 7523 8350

Pelham Bell Pottinger

David Rydell

Olly Scott

Tel: +44 (0) 20 7861 3232

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as nominated adviser and broker to the Company in relation to the Placing and Admission and is not acting for any other persons in relation to the Placing and Admission. Collins Stewart Europe Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Collins Stewart Europe Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

This announcement does not constitute or form part of any offer to sell or issue or the solicitation of any offer to buy or subscribe for Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful.Accordingly, copies of this announcement are not being and must not be mailed or otherwise distributed or sent, directly or indirectly, in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa and any person receiving this announcement (including custodians, nominees and trustees) must not distribute or send it in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa.

Neither the Ordinary Shares nor the Placing Shares have been, or will be, registered under the United States Securities Act of 1933 (as amended) (the "Securities Act"), or under the securities laws of any state of the United States and may not be offered or sold in the United States or to a U.S. person unless they are registered under the Securities Act or an exemption from such registration is available. The Company does not intend to register any portion of the Placing in the United States or to conduct a public offering of securities in the United States. In addition, the Company has not been and will not be registered as an investment company under the US Investment Company Act of 1940, as amended and investors will not be entitled to the benefits of such Act.

The Placing Shares will be offered and sold outside United States in reliance on Regulation S and will be offered and sold within the United States in private placement transactions exempt from the registration requirements of the Securities Act and such laws. The Placing Shares will be subject to restrictions on transferability and resale and may not be transferred or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in accordance with all applicable state securities laws.

The Placing Shares will be offered and sold in the United States only to "Accredited Investors", as defined in Rule 501(A) under the Securities Act who are also " qualified institutional buyers", as defined in Rule 144A (7) (a)(1) in private sales exempt from the registration requirements of the Securities Act and any other applicable securities laws.

Neither the Ordinary Shares nor the Placing Shares have been, or will be, registered under the securities laws of any province or territory of Canada, Australia, Japan or the Republic of South Africa. Subject to certain exceptions, the Placing Shares may not, directly or indirectly, be offered, sold, taken up or delivered in or into or from the United States, Canada, Australia, Japan or the Republic of South Africa or their respective territories or possessions. This announcement is for marketing purposes only and is not an admission document and investors should not purchase or subscribe for any Ordinary Shares or Placing Shares referred to in this announcement except on the basis of information in the Admission Document to be published by the Company in due course.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Admission of the Placing Shares to AIM	21 December 2011

CREST stock accounts credited for Placing Shares	21 December 2011

PLACING STATISTICS
Placing Price		215p

Number of Ordinary Shares in issue (excluding shares held in treasury) at the date of this document		242,697,721

Number of new Ordinary Shares the subject of the Placing		46,511,627

Number of Ordinary Shares in issue (excluding shares held in treasury) following Admission		289,309,348

Estimated gross proceeds of the Placing		£100 million

Placing of 46,511,627 Placing Shares at 215p per Placing Share raising £100 million

Introduction

Playtech announces a fully underwritten, conditional, firm placing of 46,511,627 Placing Shares at a price of 215p per Placing Share, to raise £100 million before expenses.

The 46,511,627 new Ordinary Shares have been placed with Brickington and certain institutional shareholders, of which 27,756,041 may be available for placing to certain other institutional shareholders via clawback, dependent on demand, subject to the terms and conditions attached to this announcement

Brickington, the Company's largest Shareholder with an interest in 40.3 per cent. of the Existing Issued Shares, has conditionally agreed to underwrite the 46,511,627 Placing Shares. In the event institutional investors do not complete their subscription for the 27,756,041 Placing Shares available under the clawback mechanism, Brickington's interest will increase up to a maximum of approximately 49.9 per cent. of the Enlarged Issued Shares

There is no fee being charged by Brickington for its underwriting commitment. A condition of the underwriting, however, is that the resolutions required to approve the Placing include an amendment to enable Brickington to make market purchases post this Placing such that its holding can increase to a maximum of 49.9 per cent of the Company's Ordinary Shares

The Placing is conditional, inter alia, upon the approval by Shareholders of each of the Resolutions, the Placing Agreement becoming unconditional and not being terminated in accordance with its terms and Admission. If any of the conditions are not fulfilled (or waived) the Placing will not take place.

The Placing Shares will be issued credited as fully paid and will rank pari passu with the Existing Issued Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares. The Placing is being made on a non pre-emptive basis.

The Company will apply for admission of the Placing Shares to be traded on AIM. It is expected that Admission will take place and that trading will commence on 21 December 2011.

Background to, and reasons for, the Placing

At the time of the publication of the Company's interim statement for the half-year ended 30 June 2011, the Board stated that the Company was pursuing a number of strategic M&A and partnership opportunities.

Bolt-on Acquisitions

The Group has considerable experience, over a number of years, in making successful acquisitions and integrating businesses into the rest of the Group, including Tribeca, Gaming Technology Solutions (GTS), Virtue Fusion and, more recently, Mobenga.

Strategic Joint Ventures

In a number of newly or soon-to-be regulated markets Playtech has identified partners who lack the online expertise to capitalise upon their strong local brand and market leading presence.

Anticipated joint venture arrangements will likely entail Playtech injecting operational and marketing expertise into new vehicles with joint venture partners bringing local market knowledge, experience and recognised brands. In addition, the Directors anticipate that typical deals will see Playtech and its JV partner both investing capital of between €15 million and €30 million each, the majority of which will be earmarked for investment in marketing. Playtech would expect to retain a significant interest in these joint ventures, reflecting the expertise which would be contributed to the businesses by Playtech's subsidiary, PT Turnkey Services Limited which was acquired earlier this year.

The Directors believe that there are many opportunities to replicate the success of the William Hill online joint venture which has seen operating profits grow to £55.9 million in the 26 weeks to 28 June 2011.

The Directors believe that several deals will be announced by the end of the year with others following in early 2012 and that the Group has the depth in management to control the integration of both JV and acquisitions and to ensure their success.

Current trading and dividend policy

On 9 November 2011, Playtech released a strong trading statement in its Q3 KPIs with unaudited gross income for the nine month period to 30 September 2011 of €165.2 million, up over 28 per cent on the comparable nine month period in 2010 (€129.2 million) in absolute terms and up 12 per cent., if the income from the new services division is excluded. The Directors believe these results reflect a strong performance over the traditionally quieter third quarter, with significant contributions from Italian cash poker and casino products; improvements in poker revenues; and the continued strength of bingo and Videobet, where the UK roll-out has now completed.

Trading in Q4 has continued to be in line with the strong trading reported in the Company's Q3 KPIs on 9 November 2011. Daily average revenues have continued at 5% ahead of the average level in Q3 2011.

The Company continues to generate very significant and growing operational free cash flows. These cash flows are expected to increase in coming months as the Company starts to receive revenues from recently signed licences including those with Paddy Power for casino games and Gala Coral.

Cash and Banking Facilities

In recent months management has undertaken a process to develop an appropriate capital structure for the growth of the Company, which to date has been entirely equity financed. With this in mind, discussions are progressing with a number of leading international banks to extend facilities. The Directors have been encouraged by the positive response that these discussions have received and are currently reviewing a number of indicative proposals. However, given the current state of the banking markets, the timing and pricing of such facilities is uncertain and the Board believes that the Placing represents the most appropriate means of providing certainty of funding for the Group's prospective acquisition and joint venture opportunities, given the potential timing of these transactions.

Move to Main Market

It is anticipated that the necessary three-year track record over the earnings of the William Hill Online joint venture will be established by the end of this year, so that the Board is commencing work to apply to the UK Listing Authority with a view to obtaining a Premium Listing on the London Stock Exchange as soon as possible following the publication of the Company's annual report for 2011. To this end, the Board has commenced the process of recruitment of an additional non-executive director and remains committed to establishing a board structure that is compliant with the UK Corporate Governance Code.

Background to and reasons for the proposed Waivers and changes to the Articles

The Company is incorporated in the BVI, with its headquarters in the Isle of Man and, as such, neither a takeover offer for the Company nor certain stakebuilding activities of a Shareholder will be governed by the City Code or regulated by the UK takeover authorities.

For this reason, immediately prior to admission of the Ordinary Shares to trading on AIM in 2006, the Company incorporated certain provisions into its articles of association which seek to provide Shareholders with certain protections otherwise afforded by the City Code in respect of companies to which the City Code applies. These provisions are enforceable by the Company (acting through the Directors) against Shareholders.

One of the provisions incorporated into Article 164 of the Current Articles relates to takeover offers for the Company. In general terms, any person that acquires securities representing 30 per cent. or more of the Company's voting rights must make a cash offer for the remaining shares in the Company at not less than the highest price he has paid for such securities within the preceding 12 months (a "Mandatory Offer"). In addition, any person that holds securities representing between 30 per cent. and 50 per cent. of the Company's voting rights who then acquires additional securities carrying voting rights must generally make a Mandatory Offer for the remaining shares in the Company.

Similar to the City Code, the Current Articles contain provisions enabling the Independent Shareholders in general meeting to pass a resolution waiving the obligation of the relevant Shareholder to make a Mandatory Offer in circumstances where the relevant Shareholder subscribes for newly issued Ordinary Shares. In order to allow Brickington to participate in (and underwrite) the Placing, it is proposed that such a resolution be passed in accordance with the Current Articles. In the event that other investors are procured for all the Underwritten Shares, Brickington will maintain its current 40.3 per cent. interest in Ordinary Shares.

The Board considers the First Waiver to be in the best interests of Shareholders as a whole as it will allow Brickington to underwrite the Placing which, given the current volatility in stock markets, provides certainty that the Placing will be fully subscribed.

The Company has seen significant volatility recently to the value at which the Ordinary Shares trade. Against this background, the Company has been approached by Brickington to discuss ways in which Brickington may be permitted, following completion of the Placing, to show its continued support for the Company by further increasing its shareholding in the Company without triggering the obligation to make a takeover offer.

Therefore, following discussions with its advisors and in consultation with certain institutional Shareholders, the Board considers that it is appropriate to accommodate Brickington's request to have the flexibility to increase its shareholding (without being obliged to make a Mandatory Offer). Accordingly, the following resolutions will be proposed:

(a) to amend the Current Articles principally in such a way so as to extend the circumstances in which a waiver may be approved by the Independent Shareholders so that it includes an acquisition of Ordinary Shares as well as a subscription for new Ordinary Shares; and

(b) conditional upon the proposed amendments to the Current Articles being approved at the General Meeting, to seek the Second Waiver from Independent Shareholders so as to permit Brickington (or persons affiliated or acting in concert with Brickington) to increase its voting rights in the Company (whether by a single transaction or a series of transactions over time) provided that the Second Waiver shall only permit Brickington (or persons affiliated or acting in concert with Brickington) to increase its aggregate voting rights in the Company through the acquisition of Playtech Shares to a maximum of 49.9 per cent. such that any acquisition of Playtech Shares which would result in Brickington (or persons affiliated or acting in concert with Brickington) going beyond such threshold would require Brickington to make a Mandatory Offer for the remaining shares in the Company.

Brickington has agreed that if as a result of a reduction of share capital, buy-back of shares or other similar corporate action, its interest in the Ordinary Shares increases to 50 per cent. or more (when taken together with any person affiliated or acting in concert with it) Brickington will within 45 days (unless notified otherwise by the Company and Collins Stewart) reduce such interest below 50 per cent..

The Board considers the proposed amendment to the Current Articles and the Second Waiver to be in the best interests of Shareholders as a whole because:

· they will allow Brickington to demonstrate its confidence in the prospects of the Company, following the acquisition of PTTS, which was announced to shareholders on 10 March, 2011, by increasing its holding in the Company up to 49.9 per cent.;

· provide a willing buyer for those Shareholders who no longer wish to retain their shareholding in the Company; and

· maintain the protection set out in the Current Articles, against any one shareholder acquiring a majority of the issued Ordinary Shares without having to make a Mandatory Offer.

It should be noted that following the passing of the Resolutions and completion of the Placing, Brickington will have the flexibility to further increase its shareholding, but will be under no obligation to do so.

The Directors, following recommendation by Collins Stewart Europe Limited, would have preferred the Resolutions required for the transaction to be put to Shareholders separately. A key condition, however, of the underwriting by Brickington is that the Resolutions are inter-conditional. In light of this condition, the Directors have consulted with the Company's largest institutional shareholders; considered the certainty which Brickington's underwriting commitment delivers over more than a three week period during these highly volatile current markets; and assessed the potential returns from new investments which will be financed by the Placing. As a consequence, the Directors have unanimously agreed to proceed.

General Meeting

Set out at the end of this document is a notice convening the General Meeting of the Company to be held at 12 noon on 19 December 2011 at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW, at which the Resolutions will be proposed.

Resolution 1 in the Notice of GM provides the Directors with the authority required by the Articles to allot the Placing Shares on a non-pre-emptive basis. Resolution 2 in the Notice of GM seeks Independent Shareholder approval for the Waiver and Resolution 3 in the Notice of GM seeks Shareholder approval for the amendment of Article 164 of the Current Articles. Finally, Resolution 4 seeks Independent Shareholder approval for the Second Waiver.

The Company has received indications of support, including formal letters of intent to vote in favour of the Resolutions required to complete the Placing, from certain institutions.

Brickington is not permitted to vote on Resolutions 2 to 4 in view of its interests in the Proposals.

Recommendation

The Directors consider, having consulted with the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as its Shareholders are concerned.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own current beneficial holdings of, in aggregate, 24,333 Existing Issued Shares, representing approximately 0.01 per cent. of the Existing Issued Shares (excluding the Brickington Shares).

DEFINITIONS USED IN THIS ANNOUNCEMENT

"Admission"	means admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange from time to time
"Board" or "Directors"	the directors of the Company whose names are set out in Part 1 of this document
"Brickington"	means Brickington Trading Limited, a company incorporated in the BVI and ultimately beneficially controlled by Teddy Sagi
"Brickington Shares"	97,866,667 Ordinary Shares held by Brickington (or persons affiliated or acting in concert with Brickington)
"Business Day"	any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday
"BVI"	the British Virgin Islands
"Certificated Shareholder"	a holder of Ordinary Shares in certificated form
"certificated" or "in certificated form"	where a security is not held in uncertificated form (i.e. not in CREST)
"City Code"	means the City Code on Takeovers and Mergers issued by the Panel on Takeovers and Mergers in the United Kingdom
"Collins Stewart"	Collins Stewart Europe Limited
"Company" or "Playtech"	Playtech Limited
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"Current Articles"	the amended and restated memorandum and articles of association of the Company as at the date of this document
"Depositary Interests" or "DIs"	dematerialised depositary interests representing underlying Ordinary Shares, created to facilitate electronic settlement of dealings in Ordinary Shares through CREST
"Depositary Interest Holder" or "DI Holder"	a holder of Depositary Interests
"Enlarged Issued Shares"	289,209,348 Ordinary Shares, representing the expected number of Ordinary Shares in issue immediately following Admission (excluding Treasury Shares)
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST
"Existing Issued Shares"	242,697,721 Ordinary Shares, representing the number of Ordinary Shares in issue as at the date of this document (excluding Treasury Shares)
"First Waiver"	means the proposed waiver of Article 164.2 of the Current Articles pursuant to the provisions of Article 164.14 thereof, to be proposed as Resolution 2 at the GM
"Form of Instruction"	the form of instruction for use by Depositary Interest Holders in connection with the General Meeting
"Form of Proxy"	the form of proxy for use by Certificated Shareholders in connection with the General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting" or "GM"	the general meeting of the Company convened for 12 noon on 19 December 2011 at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW, notice of which is set out at the end of this document
"GM Record Time"	the time fixed by the Company for determining the entitlement of Shareholders to vote at the GM as set out in the Notice of GM
"Group"	the Company and its subsidiary undertakings
"Independent Shareholders"	holders of Independent Shares
"Independent Shares"	all Ordinary Shares in issue held by those entitled to vote on a resolution of Independent Shareholders at the GM Record Time
"Notice" or "Notice of GM"	the notice of the General Meeting set out at the end of this document
"Ordinary Resolution"	a resolution which is passed by a majority of in excess of fifty per cent of the votes of the Shareholders entitled to vote and voting (in person or by proxy) on such resolution
"Ordinary Shares" or "Playtech Shares"	the ordinary shares of no par value of the Company (or, where the context requires, Depositary Interests representing such ordinary shares)
"Placing"	the proposed placing by the Company of, in aggregate, 46,511,627 new Ordinary Shares at the Placing Price, as described in this document
"Placing Agreement"	the agreement relating to the Placing dated 23 November 2011
"Placing Shares"	the 46,511,627 new Ordinary Shares to be issued pursuant to the Placing
"Placing Price"	215 pence per Placing Share
"Proposals"	the Placing, the Waivers and the proposed changes to the Articles
"Resolution of Independent Shareholders"	a resolution passed by a majority of the votes of the Independent Shareholders entitled to vote (in person or by proxy) on such resolution
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the Notice of GM
"Revised Articles"	the Current Articles, as amended by Resolution 3 to be proposed at the GM
"Second Waiver"	means the proposed waiver of Article 164.2 of the Revised Articles pursuant to the provisions of Article 164.14 (b) thereof, to be proposed as Resolution 4 at the GM
"Securities Act"	the US Securities Act of 1933, as amended
"Special Resolution"	a resolution which is passed by a majority of not less than three-fourths of those Shareholders who (being entitled to do so) vote in person or by proxy in accordance with the Current Articles on such resolution
"Shareholders"	holders of Ordinary Shares (including both Certificated Shareholders and Depositary Interest Holders)
"uncertificated" or "in uncertificated form"	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"Treasury Shares"	those Ordinary Shares held by the Company in treasury
"Underwritten Shares"	the 27,756,041 Placing Shares which Brickington has conditionally agreed to subscribe for to the extent that other investors are not procured to take up Placing Shares
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions and the District of Columbia
"Waivers"	means the First Waiver and the Second Waiver

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

Institutional investors wishing to participate should contact their regular Collins Stewart salesperson as soon as possible this morning and in any event prior to 12.00 p.m. today

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY COLLINS STEWART EUROPE LIMITED ("COLLINS STEWART" AND THE "PLACING AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing (as defined below) is being made outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act and may be made within the United States to institutional investors who are qualified institutional buyers within the meaning of Rule 144A under the Securities Act ("QIBs"), in transactions that are exempt from, or not subject to, the registration requirements under the Securities Act. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this document, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Collins Stewart or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.

Collins Stewart Europe Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Playtech Limited and for no one else in connection with the Placing and will not be responsible to anyone other than Playtech Limited for providing the protections afforded to clients of Collins Stewart Europe Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral offer to take up Placing Shares is deemed to have read and understood this document in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

Details of the Placing Agreement and the Placing Shares

The Company has entered into a placing agreement (the "Placing Agreement") with Collins Stewart, under which Collins Stewart has, subject to the terms set out therein, agreed to use reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares (the "Placing").

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and the existing issued ordinary shares in the capital of the Company.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for admission to trading

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on the AIM market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that dealings will commence on 21 December 2011, and in any event no later than 6 January 2012.

Participation in, and principal terms of, the Placing

Each of Collins Stewart and its respective Affiliates (as defined below) is entitled to participate as a Placee.

A single price of 215p per Placing Share (the "Placing Price") will be payable to Collins Stewart by all Placees.

Prospective Placees will be identified and contacted by Collins Stewart.

The Placing is expected to close at 4 p.m. today. In the event such date is changed, the Company will notify investors who have applied for Placing Shares either by post, by electronic mail or by the publication of a notice through a regulatory information service (as defined in the AIM Rules for Companies of the London Stock Exchange) (a "Regulatory Information Service") provider to the London Stock Exchange.

Collins Stewart will re-contact and confirm orally to Placees the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. Collins Stewart's oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein.

Collins Stewart reserves the right to scale back the number of Placing Shares to be subscribed by any Placee. Collins Stewart also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. Collins Stewart shall be entitled to effect the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither Collins Stewart or any holding company thereof, nor any subsidiary, branch or affiliate of Collins Stewart (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of Collins Stewart nor any Affiliate thereof nor any person acting on its behalf shall have any liability to Placees in respect of its conduct of the Placing. No commissions will be paid to Placees or directly by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to Collins Stewart. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Collins Stewart, to pay to Collins Stewart (or as Collins Stewart may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire. The Company shall allot such Placing Shares to each Placee following each Placee's payment to Collins Stewart of such amount.

All obligations of Collins Stewart under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of Collins Stewart under the Placing Agreement are conditional on:

1. the application for Admission being submitted to the London Stock Exchange as required by Rule 29 of the AIM Rules together with the fee payable in respect of the application in accordance with the terms of the Placing Agreement;

2. the performance by the Company of its obligations under the Placing Agreement so far as the same fall to be performed prior to Admission;

3. the publication of the Placing Results Announcement (as defined in the Placing Agreement) through a Regulatory Information Service no later than 6:30 p.m. on 23 November 2011 or such other time and/or date as may be agreed between the Company and Collins Stewart;

4. the passing of the necessary resolutions of the Company at the general meeting, without any amendment not approved by Collins Stewart;

5. the London Stock Exchange agreeing to admit the Placing Shares to trading on AIM (subject only to allotment);

6. the delivery to Collins Stewart of a certificate in the form set out in Schedule 3 to the Placing Agreement signed by a director on behalf of the Company not later than 5.00 p.m. on the dealing day immediately prior to the expected date of Admission;

7. Admission occurring not later than 8.00 a.m. on 21 December 2011; and

8. the obligations of Collins Stewart not having been terminated in accordance with the terms of the Placing Agreement and the Investor Placing Letter (as defined in the Placing Agreement) not being terminated or rescinded, in each case prior to Admission.

If (a) the conditions are not fulfilled (or to the extent permitted under the Placing Agreement waived by Collins Stewart), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Collins Stewart shall not have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

1. If at any time prior to Admission there shall have occurred, happened or come into effect:

1.1 any government regulation or other occurrence of any nature whatsoever which, in the reasonable opinion of Collins Stewart, seriously and adversely affects or will or is reasonably likely to seriously and adversely affect the business of the Group (as defined in the Placing Agreement) taken as a whole; or

1.2 a suspension or material limitation in trading in securities generally on the London Stock Exchange's market for listed securities or AIM, a general moratorium on commercial banking activities in London or New York or a material disruption in commercial banking or securities settlement or clearance services in the United Kingdom or United States of America, an incident of terrorism or the outbreak or escalation of hostilities involving the UK, any other EU Member State or the USA or the declaration by the UK, any other EU Member State or the USA of a national emergency or war or the occurrence of any other calamity or crisis resulting in a change in financial, political, market or economic conditions or currency exchange rates in the UK or US which, in the reasonable opinion of Collins Stewart makes it impractical or inadvisable to continue with the Placing; or

1.3 any material adverse change in the financial position or prospects or business of the Company and, in the opinion of Collins Stewart, the effect of such change is such that any placees of the Placing Shares should not be required to subscribe for or purchase such shares at the Placing Price,

as would, in any such case, in the opinion of Collins Stewart acting in good faith, be likely to prejudice the success of the Placing, then Collins Stewart shall be entitled, after such consultation with the Company as the circumstances may allow, to terminate its obligations under this Agreement PROVIDED always that, if the Company so requests, Collins Stewart shall not terminate its obligations as regards Brickington Trading Limited (or its nominees) in its capacity as a placee, in which case Brickington Trading Limited (or its nominees) shall, conditional on Admission, subscribe for all the Placing Shares at the Placing Price upon the terms of the Investor Placing Letter (as defined in the Placing Agreement).

2. If at any time prior to Admission:

2.1 it comes to the knowledge of Collins Stewart (whether by way of receipt of a notification pursuant to clause 9.2 of the Placing Agreement or otherwise) that any of the Warranties (as defined in the Placing Agreement) was untrue, inaccurate or misleading when made and/or that any of the Warranties (as defined in the Placing Agreement) would be untrue, inaccurate or misleading if it were to be repeated at any time prior to Admission by reference to the facts, matters and circumstances then subsisting; or

2.2 it shall come to the notice of Collins Stewart (whether by way of receipt of a notification pursuant to clause 9.2 of the Placing Agreement or because of anything required to be notified under clause 12.4 of the Placing Agreement or otherwise) that any statement in the Circular and the Press Release (each as defined in the Placing Agreement) is incorrect or has become untrue, incorrect or misleading as a result of a new matter or change or that a new matter has arisen or a change has taken place which would, if the Circular and Press Release (each as defined in the Placing Agreement) were published at that time, constitute an omission from such documents; or

2.3 the Company shall fail to comply with any of its obligations under the Placing Agreement,

By participating in the Placing, each Placee agrees with Collins Stewart that the exercise by Collins Stewart of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Collins Stewart and that Collins Stewart need not make any reference to the Placee in this regard and that, to the fullest extent permitted by law, Collins Stewart shall not have any liability whatsoever to the Placee in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and the Placees' commitments will be made solely on the basis of the information contained in this document and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. Each Placee, by accepting a participation in the Placing, agrees that the content of this document is exclusively the responsibility of the Company and confirms to Collins Stewart and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Collins Stewart (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither Collins Stewart nor any of its Affiliates, nor any persons acting on its behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Collins Stewart for itself and as agent for the Company that, except in relation to the information contained in this document and the presentational materials, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares in the form of depositary interests (ISIN VGG7131X1078) following Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. Collins Stewart reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this document or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Collins Stewart and settlement instructions. Placees should settle against CREST ID: 288. It is expected that such trade confirmation will be despatched on 23 November 2011, but in light of the Thanksgiving holiday period the trade date will be 28 November. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Collins Stewart.

It is expected that settlement will be on 21 December 2011 in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, Collins Stewart may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Collins Stewart nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this document in its entirety and acknowledges that its participation in the Placing will be governed by the terms of this document;

2. acknowledges that no prospectus or offering document has been prepared in connection with the placing of the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Collins Stewart, their respective Affiliates and any person acting on their respective behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this document and further agrees that the provisions of this document shall survive after completion of the Placing;

4. acknowledges that the new Placing Shares of the Company will be admitted to the AIM market of the London Stock Exchange, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the London Stock Exchange (collectively, the "Exchange Information") and that the Placee is able to obtain or access the Exchange Information without undue difficulty;

5. acknowledges that neither Collins Stewart, the Company nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested Collins Stewart, any of its Affiliates or any person acting on its behalf to provide it with any such material or information;

6. acknowledges that the content of this document is exclusively the responsibility of the Company and that neither Collins Stewart, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this document or any information previously published by or on behalf of the Company and neither Collins Stewart, nor any of their respective Affiliates nor any person acting on its behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this document or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this document and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that Collins Stewart, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Collins Stewart, its Affiliates or any person acting on its or any of its Affiliates' behalf and understands that (i) none of Collins Stewart, any of its Affiliates nor any person acting on its behalf has or shall have any liability for public information or any representation; (ii) none of Collins Stewart, any of its Affiliates nor any person acting on its behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this document or otherwise; and that (iii) none of Collins Stewart, any of its Affiliates nor any person acting on its behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this document or otherwise;

8. represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory and (v) it has not taken any action which will or may result in the Company, Collins Stewart, any of its Affiliates or any person acting on its behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

9. represents and warrants that the issue to the Placee, or the person specified by the Placee for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance system;

10. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States (as defined below);

11. represents and warrants that neither it nor its Affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" with respect to the Placing Shares;

12. represents and warrants that acquiring the Placing Shares in an offshore transaction (as defined in Regulation S under the Securities Act) or (b) is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and is acquiring in a transaction exempt from or not subject to the registration requirements of the Securities Act and (c) will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

13. represents and warrants that it is acquiring the Placing Shares for investment purposes, and not with a view to distribution and resale, directly or indirectly, in or into the United States or otherwise in violation of the U.S. federal or state securities laws;

14. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom prior to Admission except to "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive;

15. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 ("FSMA")) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA;

16. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

17. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-terrorism Crime and Security Act 2001 and the Money Laundering Regulations (2007) (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

18. represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

19. represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;

20. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this document on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Collins Stewart may, in its absolute discretions, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this document) which may arise upon the sale of such Placee's Placing Shares on its behalf;

21. acknowledges that none of Collins Stewart, any of its Affiliates nor any person acting on its behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither Collins Stewart, any of its Affiliates nor any person acting on its behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Collins Stewart's rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

22. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares in the form of depositary interests will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Collins Stewart nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be allotted to the CREST stock account of Collins Stewart in the form of depositary interests which will hold them as settlement agent as nominee for the Placees until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

23. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract;

24. acknowledges that it irrevocably appoints any director of Collins Stewart as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

25. represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdictions and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

26. represents and warrants that any person who confirms to Collins Stewart on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Collins Stewart to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

27. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Collins Stewart will be responsible. If this is the case, the Placee should take its own advice and notify Collins Stewart accordingly;

28. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this document;

29. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Collins Stewart any money held in an account with Collins Stewart on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FSA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Collins Stewart money in accordance with the client money rules and will be used by Collins Stewart in the course of its business; and the Placee will rank only as a general creditor of Collins Stewart (as the case may be);

30. repeats the warranties and representations set out above in paragraphs 1 to 26 as if references therein to Placing Shares are to depositary interests representing Placing Shares;

31. acknowledges and understands that the Company, Collins Stewart, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

32. acknowledges that until 40 days after the later of the commencement of the Placing and the closing date, an offer or sale of Placing Shares within the United States by any dealer (whether or not participating in the Placing) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A under the Securities Act or pursuant to another exemption from registration under the Securities Act; and

33. acknowledges that the basis of allocation will be determined by Collins Stewart (after consulting with the Company) at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

Additional Representations and Warranties by Placees in the United States

By participating in the Placing, each Placee located in the United States (and any person acting on such Placee's behalf) represents, warrants, agrees, acknowledges and undertakes as follows:

1. The Placing Shares may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Placing Shares have not been, and will not be, registered under the Securities Act, or under any securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered in the United States pursuant to a private placement exemption from the registration requirements of the Securities Act.

2. Any Placing Shares it acquires will be for its own account (or for the account of a QIB as to which it exercises sole investment discretion and has authority to make the statements contained herein), for investment purposes, and not with a view to distribution or resale, directly or indirectly, in or into the United States or otherwise in violation of the United States federal or state securities laws.

3. The Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. It will not offer, sell, resell, transfer or deliver the Placing Shares, except in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act or pursuant to another available exemption from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States.

4. It is a sophisticated investor with experience and expertise in investing in securities, such as the Placing Shares. It has the ability to bear the economic risk of its investment in the Placing Shares, has adequate means of providing for its current and contingent needs, has no need for liquidity with respect to its investment in the Placing Shares, and is able to sustain a complete loss of its investment in the Placing Shares.

5. It is not purchasing the Placing Shares as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television or any seminar or meeting whose attendees have been invited by general solicitation or advertising.

6. It has: (a) conducted its own investigation with respect to the Company and the Placing Shares; (b) received all information that it believes is necessary or appropriate in connection with its purchase of the Placing Shares; (c) made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and (d) such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its prospective investment in the Placing Shares.

7. It acknowledges that neither the Company nor any of its affiliates nor any other person (including Collins Stewart) has made any representations, express or implied, to it with respect to the Company, the Placing Shares or the accuracy, completeness or adequacy of any financial or other information concerning the Company or the Placing Shares. It will not distribute, forward, transfer or otherwise transmit the presentational or other materials concerning the Placing (including electronic copies thereof) to any person within the United States (other than a QIB on behalf of which we act).

8. It understands that, to the extent the Placing Shares are delivered in certificated form, the certificate delivered in respect of the Placing Shares will bear a legend substantially to the following effect for so long as the securities are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act.

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISIDCTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK SO LONG AS THEY REMAIN RESTRICTED SECURITIES. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.

9. It understands that the foregoing representations, warranties, agreements, acknowledgements and undertakings are required in connection with United States and other securities laws and that the Company, Collins Stewart and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, acknowledgements and undertakings. It irrevocably authorizes such persons to produce this letter to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters set forth herein.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Collins Stewart (for its own benefit and, where relevant, the benefit of its Affiliates and any person acting on its behalf) and are irrevocable.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) in the form of depositary interests into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Collins Stewart will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Collins Stewart in the event that any of the Company and/or Collins Stewart has incurred any such liability to stamp duty or stamp duty reserve tax.

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this document may be subject to amendment. Collins Stewart shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This document has been issued by the Company and is the sole responsibility of the Company.

The rights and remedies of Collins Stewart and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to Collins Stewart:

a) if he is an individual, his nationality; or

b) if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

This information is provided by RNS

The company news service from the London Stock Exchange

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