Playtech prices EUR300 million bond offering

Playtech PLC

21 June 2023

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE. PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

This announcement is not an offer of securities for sale in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the final offering circular intended to be published by Playtech plc on or about 26 June 2023 (the "Offering Circular") in connection with the proposed admission of the securities referred to herein to trading on the Global Exchange Market of Euronext Dublin.  Copies of the Offering Circular will, following publication, be available for inspection from the registered office of Playtech plc at St George's Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man, and on the website of Euronext Dublin.  

Playtech plc

("Playtech")

Playtech successfully prices €300 million bond offering

21 June 2023

Playtech (LSE: PTEC) is pleased to announce that it has today successfully priced €300 million 5.875 per cent. senior secured notes due 2028 (the "New Notes"). The New Notes have been assigned a rating of BB by S&P Global Ratings UK Limited and Ba2 by Moody's Investors Service Ltd upon issue.  

The net proceeds of the issue of the New Notes will be used by Playtech to redeem all of the outstanding €200 million 3.75 per cent. senior secured notes due 2023 (the "2023 Notes"), to pay accrued interest thereon, to repay outstanding debt under its revolving credit facility, to pay for other transaction-related costs and expenses and for general corporate purposes. Playtech intends to serve notice to redeem at par the outstanding 2023 Notes on 31 July 2023.

Details of the New Notes will be set out in the Offering Circular. Application will be made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the New Notes to be admitted to the Official List of Euronext Dublin and to trading on the Global Exchange Market which is the exchange-regulated market of Euronext Dublin. The New Notes are expected to settle on 28 June 2023.

Following the issue of the New Notes, the redemption of the outstanding 2023 Notes and repayment of outstanding debt under its revolving credit facility, Playtech's only material outstanding borrowings, in addition to the New Notes, will be the €350 million 4.25 per cent. senior secured notes due 2026. Playtech also maintains a €277 million revolving credit facility.

Banco Santander, S.A., Citigroup Global Markets Limited, NatWest Markets Plc and UniCredit Bank AG are acting as joint active bookrunners on the transaction. The Governor and Company of the Bank of Ireland and AIB Group (UK), p.l.c. trading as Allied Irish Bank (GB) are acting as co-managers on the transaction.

Please refer to the Offering Circular for the description of Playtech and its business.

For further information please contact:

Playtech plc                                                                                                     [phone]

Sandeep Gandhi, Head of Investor Relations  

Headland (PR adviser to Playtech)                                                                     [phone]

Lucy Legh, Jack Gault                                                                          

About Playtech

Founded in 1999 and premium listed on the Main Market of the London Stock Exchange, Playtech is a technology leader in the gambling industry with over 7,000 employees across 20 countries.

Playtech is the gambling industry's leading technology company delivering business intelligence driven gambling software, services, content and platform technology across the industry's most popular product verticals, including, casino, live casino, sports betting, virtual sports, bingo and poker. It is the pioneer of omni-channel gambling technology through its integrated platform technology, Playtech ONE. Playtech ONE delivers data driven marketing expertise, single wallet functionality, CRM and responsible gambling solutions across one single platform across product verticals and across retail and online.

Playtech partners with and invests in the leading brands in regulated and newly regulated markets to deliver its data driven gambling technology across the retail and online value chain. Playtech provides its technology on a B2B basis to the industry's leading retail and online operators, land-based casino groups and government sponsored entities such as lotteries. Playtech directly owns and operates Snaitech, the leading sports betting and gaming company in online and retail in Italy.

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Regulatory notice

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Playtech or any related company nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation thereto nor does it constitute a recommendation regarding any securities.

Any decision to purchase the securities referred to in this announcement, if any, should be made solely on the basis of information contained in an offering circular to be published in relation to such securities. No reliance may be placed for any purpose whatsoever on the information contained in this announcement, or any other material discussed verbally, or on its completeness, accuracy or fairness. This announcement does not constitute a recommendation regarding any securities by Playtech.

This announcement has not been approved by the UK Financial Conduct Authority. This announcement is only being distributed to and is only directed at persons who meet the requirements of the following paragraph and who are (i) persons outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication may relate is only available to, and any invitation, offer, or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET- The target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market of the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for the distribution of the New Notes to  eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or

recommending the New Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET- The target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market of the New Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients only, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"); and (ii) all channels for the distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS- The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS- The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The recipients of this announcement should not engage in any behaviour in relation to qualifying investments or related investments (as defined in the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct made pursuant to FSMA) which would or might amount to market abuse for the purposes of FSMA nor any other activities which would or might amount to market abuse or insider dealing for the purposes of any other applicable laws or regulations.

Neither this announcement nor any copy of it may be taken or transmitted into, or distributed, directly or indirectly in, the United States of America, its territories or possessions. This announcement is not a public offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Playtech does not intend to register any portion of the proposed securities offering under the applicable securities laws of the United States, or conduct a public offering of any securities in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The distribution of this announcement in other jurisdictions may also be restricted by law, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

The announcement is not for publication, release or distribution in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction. Failure to comply with this notice may result in violation of securities law of the relevant jurisdiction.

 

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