Statement re Adjournment of Shareholder Meetings

RNS Number : 4803X

Playtech PLC

05 January 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.

FOR IMMEDIATE RELEASE

5 January 2022

Playtech plc

("Playtech" or "the Company")

Statement re Adjournment of Shareholder Meetings

Shareholder Meetings to be adjourned to 2 February 2022

Playtech announces that it intends to adjourn the Court and General Meetings relating to the offer for Playtech by Aristocrat (UK) Holdings Limited, a company formed on behalf of Aristocrat Leisure Limited ("Aristocrat"), previously scheduled for 12 January 2022, to the new date of 2 February 2022 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively at Governors House, 5 Laurence Pountney Hill, London EC4R 0BR.

Playtech and JKO Play Limited ("JKO") have requested the Panel set a revised deadline, aligned to this new date for the Shareholder Meetings, by which JKO must clarify its intentions in relation to Playtech.

Background

On 17 October 2021, the Board of Directors of Playtech (the "Board") and Aristocrat announced under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") that an agreement had been reached on terms pursuant to which Aristocrat will acquire the entire issued and to be issued share capital of Playtech for 680 pence per share in cash, subject to the satisfaction of certain conditions (the "Aristocrat Offer"). The scheme document relating to the Aristocrat Offer was posted to shareholders on 12 November 2021 and contains notices of the meetings of Playtech shareholders to consider that offer, which are scheduled to take place on 12 January 2022.

As previously announced on 17 November 2021, the Company received a preliminary approach from JKO seeking access to certain due diligence information, in order to explore terms on which an offer for all of the issued and to be issued share capital of Playtech might be made. The Company granted access to this information, and has continued to engage with JKO since its initial approach.

Discussions with JKO are progressing. As such, JKO has asked that it be provided with more time to develop the terms of its potential offer for the Company.   Given the circumstances, the Board consider it to be in Playtech shareholders' interests to adjourn the Court Meeting and General Meeting required to implement the Aristocrat Offer, which are due to be held on 12 January 2022, and to set a revised deadline, aligned to the new date for the adjourned Shareholder Meetings, by which JKO must clarify its intentions in relation to Playtech. Playtech therefore intends to adjourn the Court Meeting and General Meeting until 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively on 2 February 2022, being  immediately prior to the latest date permitted (without the agreement of Aristocrat) by the conditions to the Aristocrat Offer .

Despite any adjournment of the Court Meeting and General Meeting, there remains no certainty that JKO's approach will result in an offer for the Company, nor as to the terms on which any offer might be made.

The Playtech Directors continue to recommend unanimously that Playtech Shareholders vote in favour of the Aristocrat Offer at the Court Meeting and in favour of the Playtech Resolutions to be proposed at the General Meeting.

Action to be taken

Forms of Proxy in respect of the Court Meeting and the General Meeting remain valid.

In respect of the adjourned Shareholder Meetings, Forms of Proxy must be lodged in accordance with the instructions thereon, or be submitted electronically by accessing www.investorcentre.co.uk/eproxy , and CREST members who wish to appoint a proxy by means of the CREST electronic proxy appointment service must make such appointment, in each case not later than: 10.00 a.m. on Monday 31 January 2022 in respect of the Court Meeting; and 10.15 a.m. on Monday 31 January 2022 in respect of the General Meeting.

Playtech shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy will continue to be valid in respect of the adjourned Court Meeting and the General Meeting. Playtech shareholders who have submitted Forms of Proxy for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions, should contact Playtech's registrars, Computershare, between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in Jersey) on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Aristocrat Offer nor give any financial, legal or tax advice. Playtech shareholders are also reminded that completion and return of a Form of Proxy, or the appointment of a proxy using CREST, will not prevent them from voting at the Court Meeting or the General Meeting either in person or via the Virtual Meeting Platform. Please refer to the Scheme Document and the Virtual Meeting Guide (Guide was sent to Playtech Shareholders on 21 December 2021) for further information.

Timetable update

An updated expected timetable for the Shareholder Meetings is set out below. All times shown are London times unless otherwise stated.

Latest time for lodging the Form of Proxy for the:

Court Meeting (blue form) 10:00 a.m. on Monday 31 January 2022 ⁽¹⁾

General Meeting (pink form) 10:15 a.m. on Monday 31 January 2022 ⁽²⁾

Voting Record Time for the Court Meeting and General Meeting 8:00 p.m. on Monday 31 January 2022 ⁽³⁾

Court Meeting 10:00 a.m. on Wednesday 2 February 2022

General Meeting 10:15 a.m. on Wednesday 2 February 2022 ⁽⁴⁾

(1) The BLUE Form of Proxy for the Court Meeting if not returned by the time stated above, or in the case of a further adjournment, by 48 hours before the time fixed for the holding of the further adjourned meeting, may be handed to the Registrar or to the chairman of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.

(2) The PINK Form of Proxy for the General Meeting must be lodged by the time stated above in order to be valid or, if the General Meeting is further adjourned, no later than 48 hours (excluding any part of such 48 hour period falling on a non-Business Day) before the time fixed for the holding of the further adjourned meeting.

(3) If either the Court Meeting or the General Meeting is further adjourned, the Voting Record Time of the further adjourned meeting(s) will be 8.00 pm on the day which is two days before the day fixed for the further adjourned meeting.

(4) The General Meeting will commence at 10.15 am on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.

With the exception of the above events, times and dates, the expected timetable of principal events for the implementation of the Aristocrat Offer remains as set out on page 14 of the Scheme Document. If any of the expected times and/or dates change, the revised times and/or dates will be notified to Playtech Shareholders by announcement through a Regulatory Information Service.

Notes

This announcement has been made without the prior consent of JKO or Aristocrat.

A further announcement will be made as and when appropriate.

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]

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 the Company and will not be responsible to any person other than the Company 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 Aristocrat Offer 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 Aristocrat Offer 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 Aristocrat Offer , this announcement, any statement contained herein or otherwise.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Code, the Company confirms that as at close of business on 4 January 2022 (being the business day prior to the date of this announcement), its issued share capital consisted of 306,356,693 ordinary shares of no par value. This figure excludes 2,937,550 ordinary shares that are held in treasury. The International Securities Identification Number (ISIN) of the ordinary shares is IM00B7S9G985.

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) by no later than 12 noon (London time) on 6 January 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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