Posting of Circular

RNS Number : 5510S

Playtech PLC

08 July 2015

 

Playtech plc

("Playtech" or the "Company")

Posting of Circular and convening of General Meeting in relation to the proposed acquisition of Ava Trade Ltd.

On 1 July 2015, the Company announced that its subsidiary, TradeFX, had entered into a share purchase agreement under the terms of which it will acquire the entire issued share capital of Ava Trade Ltd., an online B2C CFD broker over which TradeFX had secured an option to purchase prior to the acquisition of TradeFX by the Playtech Group (the "Acquisition").

The Company is pleased to announce that a circular to shareholders (the "Circular") and a form of proxy (the "Form of Proxy") in relation to a general meeting of the Company (the "General Meeting") to be convened in connection with the Acquisition have today been posted to shareholders. The Circular contains notice of the General Meeting, which is to be held at 11:00 a.m. on 28 July 2015 at The Claremont Hotel, 18-22 Loch Promenade, Douglas, Isle of Man IM1 2LX.

The Listing Rules require that transactions entered into within a 12 month period and which lead to substantial involvement in a business activity which did not previously form a significant part of a company's principal activities to be aggregated. As previously announced, Dowie Investments Limited, a wholly owned subsidiary of the Company, completed the acquisition of the TradeFX Group on 7 May 2015. Accordingly, the aggregation of the TradeFX Group acquisition with the proposed acquisition of the Ava Group causes the Acquisition to be classified as a Class 1 transaction for the purposes of the Listing Rules and therefore such an acquisition requires the approval of the shareholders of the Company. Completion of the Acquisition is also subject to certain other conditions, including: (i) change of control approval having been received from the Central Bank of Ireland and the British Virgin Islands' Financial Services Commission; and (ii) prior to 1 September 2015 there having been no material adverse change to the business or results of operations of the Ava Group.

A copy of the Circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do and for download on Playtech's website at www.playtech.com.

Expected timetable of principal events

Last time and date for receipt of a Form of Proxy for the General Meeting	11:00 a.m. on 24 July 2015
Last time and date for receipt of CREST Proxy Instructions for the General Meeting	11:00 a.m. on 24 July 2015
General Meeting	11:00 a.m. on 28 July 2015
Completion of Transaction*	By 30 September 2015
Notes: 1.    All time references in this document are to London time unless otherwise stated. 2.    The dates and times given in this document are based on the Company's current expectation and may be subject to change. 3.    Any changes to the timetable set out above will be announced via a Regulatory Information Service.

* Subject to satisfaction of relevant conditions, including change of control approval having been received from the Central Bank of Ireland and the British Virgin Islands' Financial Services Commission. Completion of the Transaction will occur on the fourth Business Day following the end of the calendar month in which the relevant conditions have been fulfilled or waived in writing (other than those conditions which, by their terms, are to occur on Completion or expire) or such later date, time and place as TradeFX and the Principal Sellers may agree and provided always that TradeFX or the Principal Sellers may, in certain circumstances, terminate the Share Acquisition Agreement on 5 November 2015 or on 1 November 2015 if regulatory approvals have not been received by such time. The Company currently expects the Transaction to be completed by 30 September 2015 subject to satisfaction of those conditions referred to above.

Terms used herein but defined are as defined in the Company's announcement of 1 July 2015.

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For further information contact:

Playtech plc Mor Weizer, Chief Executive Officer Ron Hoffman, Chief Financial Officer c/o Bell Pottinger Andrew Smith, Head of Investor Relations	[phone]  [phone]
Canaccord Genuity Limited (Sponsor, financial adviser and broker) Bruce Garrow Piers Coombs Mark Whitmore	[phone]
Bell Pottinger David Rydell / Olly Scott / David Bass / James Newman / Laura Jaques	[phone]

 

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