Proposed Secondary Placing

RNS Number : 5160B

Playtech PLC

04 March 2014

 



4 March 2014

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Playtech plc

Proposed Secondary Placing

Playtech plc (the "Company") today announces that it has been advised that Brickington Trading Limited ("Brickington") is proposing to sell approximately 29.3 million ordinary shares in the Company (the "Placing Shares") at a price of 725 pence per share via an accelerated bookbuild through Canaccord Genuity Limited ("Canaccord Genuity"), Shore Capital Stockbrokers Limited ("Shore Capital") and UBS Investment Bank ("UBS")(the "Placing").

The Placing Shares represent approximately 10.0 per cent. of the Company's issued share capital out of Brickington's current holding of approximately 49.0 per cent. Following the sale of the Placing Shares, Brickington has agreed not to dispose of any further Playtech shares for a period of at least 12 months, other than with the consent each of Canaccord Genuity, Shore Capital and UBS.

Brickington, a company in which Playtech's founder Teddy Sagi is beneficially interested, remains a committed shareholder and would still hold 39.0 per cent of the Company's issued share capital if all the Placing Shares are sold. The Placing would significantly increase Playtech's free float and is expected to allow for increased liquidity in the trading of the Company's ordinary shares.

Canaccord Genuity, Shore Capital and UBS have been appointed as joint bookrunners (the "Bookrunners") in respect of the Placing, which will be launched immediately following this announcement through an accelerated bookbuild, open to certain existing and new investors.  The books for the Placing are expected to close no later than 4.30 p.m. on Wednesday 5 March 2014. The timing of the closing of the books and the making of allocations may be accelerated or delayed by the Bookrunners at their discretion. The final number of Placing Shares to be placed will be agreed by the Bookrunners and Brickington at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter.

For further information contact:

Playtech plc                                                                            

Mor Weizer, CEO

Ron Hoffman, CFO

c/o Bell Pottinger                                                                                   [phone]

Adam Kay, Head of IR                                                                            [phone]

Canaccord Genuity Limited - Joint Bookrunner                                  + 44 (0) 20 7523 8350

Piers Coombs

Bruce Garrow

Shore Capital - Joint Bookrunner                                                       + 44 (0) 20 7408 4090

Simon Fine

Malachy McEntyre

UBS - Joint Bookrunner                                                                      + 44 (0) 20 7523 8350

Francois-Olivier Mercier

Tomer Jacob

Bell Pottinger

David Rydell                                                                                          [phone]

Olly Scott

Guy Scarborough

Charlotte Offredi

Important Notice

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Brickington, Canaccord Genuity, Shore Capital, UBS or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Brickington, Canaccord Genuity, Shore Capital, UBS or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Brickington, Canaccord Genuity, Shore Capital and UBS to inform themselves about and to observe any applicable restrictions.

No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity, Shore Capital, UBS or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, which has been instructed by Banque Hapoalim (Switzerland) Ltd. who is acting only for Brickington in connection with the Placing, will not be responsible to anyone other than Banque Hapoalim (Switzerland) Ltd. for providing the protections offered to the clients of Canaccord Genuity, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, which has been instructed by Banque Hapoalim (Switzerland) Ltd. who is acting only for Brickington in connection with the Placing, will not be responsible to anyone other than Banque Hapoalim (Switzerland) Ltd. for providing the protections offered to the clients of Shore Capital, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

UBS is acting only for Brickington in connection with the Placing and will not be responsible to anyone other than Brickington for providing the protections offered to the clients of UBS, nor for providing advice in relation to the Placing or any matters referred to in this announcement.

 

END

 

 

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