Update re: possible offer

RNS Number : 3169C

Playtech PLC

21 February 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

21 February 2022

Playtech plc

("Playtech" or "the Company")

Update re: possible offer

On 3 February 2022, the Board of Playtech (the "Board") announced that it had consented to a request from TTB Partners Limited on behalf of an investor group to be formed and advised by it ("TTB") to release TTB from its restrictions under Rule 2.8 of the Code to allow a possible offer for the Company to be considered. TTB indicated to the Board in a letter dated 3 February 2022 that it expects any offer, if made, will be at a higher value than the recommended cash acquisition by Aristocrat Leisure Limited of 680p per share, announced on 17 October 2021.

Further to the recent media speculation, the Board announces that on 20 February 2022 it was notified by Mor Weizer, Director and Chief Executive Officer of Playtech, that he wishes to explore participating in the investor group formed and advised by TTB in considering a possible offer for the Company. Mr. Weizer and Thomas Hall, a former Director of Playtech, have approached TTB with their interest in participating in the investor group.

The Board will now form an independent committee consisting of the Playtech Directors excluding Mr. Weizer (the "Independent Committee") to consider all matters relating to any possible offer from TTB and any other M&A proposals Playtech receives . The Independent Committee is and will remain especially mindful of their obligations to Playtech stakeholders and the requirements of the Code.

This is not an announcement of a firm offer under Rule 2.7 of the Code. There can be no certainty as to whether Mr. Weizer or Mr. Hall will participate in the TTB investor group, nor whether an offer for the Company will be announced nor as to the terms on which any offer might be made.

This announcement has been made without the prior consent of TTB.

The persons responsible for making this announcement are Chris McGinnis, Director of Investor Relations & Strategic Analysis, and James Newman, Director of Corporate Affairs.

Enquiries:

Playtech

Chris McGinnis, Director of Investor Relations & Strategic Analysis

James Newman, Director of Corporate Affairs

[phone]

Wells Fargo Securities (Lead Financial Adviser and Rule 3 Adviser to Playtech)

Brian Maier, Vice Chairman

Sam Small

Chris Tucker

[phone]

Goodbody (Financial Adviser and Joint Broker to Playtech)

Piers Coombs

Charlotte Craigie

Stephen Kane

[phone]

Jefferies International Limited (Financial Adviser and Joint Broker to Playtech)

Tim Lloyd Hughes

Max Jones

Philip Noblet

James Thomlinson

[phone]

Headland (PR Adviser to Playtech)

Lucy Legh

Stephen Malthouse

Tom James

Jack Gault

[phone]

[e-mail]

Takeover Code Note

On 19 November 2021, Gopher Investments, an affiliate of TTB, confirmed that it had no intention of making an offer for Playtech and, as a result of that announcement, TTB was bound by the restrictions imposed by Rule 2.8 of the Code (the "Restrictions") for a period of six months, which ends on 20 May 2022 (the "Restricted Period"). In accordance with Note 2 to Rule 2.8, the Restrictions were capable of being set aside at any point in the Restricted Period in certain circumstances, including with the consent of the Board of Playtech.

In accordance with Paragraph 3 of Practice Statement 28, published by the Panel Executive entitled "Rules 2.8 and 35.1 - Entering Into Talks During a Restricted Period", until such time as the Restricted Period has expired, TTB is not required by Rule 2.6(a) of the Code to specify a deadline by which TTB must either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or to announce it does not intend to make an Offer. This is because TTB is still subject to the restrictions imposed by Rule 2.8 of the Code until the end of the Restricted Period and, as a result, Playtech is able to terminate the discussions with TTB at any time, at which point the restrictions set out in Rule 2.8 would be re-imposed on TTB for the remainder of the Restricted Period and Playtech would announce the same. However, if, at the expiry of the Restricted Period, discussions between the parties are still ongoing and TTB has not announced (i) its firm intention to make an offer in accordance with Rule 2.7 of the Code, or, (ii) that it does not intend to make an Offer, then the Board, in accordance with the Code, will announce the date and time by which it must do so, which will be 5.00 pm on the 28th day following the end of the Restricted Period, being 17 June 2022.

Important Notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Notices Related to the Financial Advisers

Wells Fargo Securities International Limited, a subsidiary of Wells Fargo & Company trading as "Wells Fargo Securities", is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom. Wells Fargo Securities is acting exclusively as financial adviser to Playtech and will not be responsible to anyone other than Playtech for providing the protections afforded to its client, or for providing advice in relation to the matters set out in this announcement.

Goodbody Stockbrokers UC is authorised and regulated by the Central Bank of Ireland and is also subject to regulation by the FCA. Goodbody Stockbrokers UC are acting exclusively for Playtech and will not be responsible to any person other than Playtech for providing the protections afforded to their clients or for providing advice in relation to the contents of this document.

Jefferies International Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Playtech and no one else in connection with the Acquisition and shall not be responsible to anyone other than Playtech for providing the protections afforded to clients of Jefferies International Limited, nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Jefferies International Limited nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies International Limited in connection with the Acquisition, this announcement, any statement contained herein or otherwise.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this Announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website (www.Playtech.com/regulatory-news) by no later than 12 noon (London time) on 22 February 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

END

 

 

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