Anticipated Results of Shareholder Meetings
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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
2 February 2022
Playtech plc
("Playtech" or "the Company" or "the Group")
Anticipated Results of Shareholder Meetings
Board Evaluating Alternative Proposals Received
FY21 Results Anticipated to Exceed Previous Expectations
The Board of Playtech (the "Board") announces the anticipated result of today's Shareholder Meetings, and also announces that it is evaluating proposals it has received in respect of the Company's businesses. The Board is also pleased to update on current trading.
Anticipated Results of Shareholder Meetings
Later today, Playtech will hold the Court Meeting and General Meeting convened in connection with the recommended cash acquisition of Playtech by Aristocrat (UK) Holdings Limited ("Aristocrat") (the "Aristocrat Offer"). The final results of the meetings will not be known until after those meetings have been held. Based on the proxy votes received to date, however, the minimum threshold (75% of those shares voted) needed to approve the Scheme and related resolutions will not be achieved. If this remains the case on the final vote count, the acquisition of Playtech by Aristocrat will not proceed, the Scheme will lapse and the offer period for the Company will end.
Details of the voting results will be announced as soon as they are available in final form after the Shareholder Meetings have been held.
Board in Receipt of and Evaluating Alternative Proposals
Playtech is undergoing a significant transition, and the Board remains very confident about the positive long term prospects for the Group. This is also evidenced in the recent trading performance across both its core B2B and B2C businesses as further detailed below.
The Board has been actively considering its options for maximising shareholder value in a scenario where the Aristocrat Offer does not proceed and lapses, and in so doing has been evaluating attractive M&A proposals it has received from third parties in respect of Playtech's B2B and B2C businesses. Any proposal or proposals, if agreed, are expected to be subject to shareholder approval, as well as regulatory and other clearances. These alternative proposals are not offers subject to the City Code on Takeovers and Mergers (the "Code").
Shareholders are advised that no definitive agreements have been reached and negotiations are on-going and there can be no certainty that any definitive agreement will be reached.
Further announcements will be made as and when appropriate.
Mor Weizer, CEO of Playtech said, "Playtech remains in a strong position and continues to perform very well across its core B2B and B2C businesses. This progress reflects the quality of our technology and products and the hard work and commitment of our talented team. We remain confident in our long-term growth prospects and, in particular, our ability to benefit from the structured agreements (including Caliente) that are already allowing Playtech to access newly opened gaming markets."
Brian Mattingley, Chairman of Playtech said, "This process has shone a spotlight on the fundamental premium value of Playtech's businesses. Playtech is the leading technology company in the gambling industry, with an unrivalled quality and breadth of products. Snai is the number one sports brand across retail and online betting in the Italian market. In the event that the Aristocrat Offer does not proceed, the Board is determined to pursue options to maximise value for all shareholders and accelerate validation of that value."
Current Trading Update
Since the Company's last trading update on 12 November 2021, Playtech has continued to see a strong trading performance across both its core B2B and B2C businesses.
In B2B, the Company had strong growth in the Americas, driven by Caliente, and in Europe. In B2C, Snaitech saw a very strong performance driven by continued online strength and recovery in its retail business. As a result, Group Adjusted EBITDA for the year ended 31 December 2021 is expected to exceed management's previous expectations.
Our employees are at the heart of our success and have remained cohesive and collaborative despite the continued uncertainty surrounding the Company. The hard work and commitment of our people has contributed significantly to this positive trading performance.
Update on Other Strategic Opportunities
Playtech expects to complete the sale of Finalto in Q2 2022 following receipt of final regulatory clearances.
As previously disclosed, Playtech has continued to pursue an opportunity to allow it to enter selected U.S. states on an accelerated basis in conjunction with Caliente and Caliplay (and others), via a transaction involving a merger of Caliplay into a U.S. listed special purpose acquisition corporation ("SPAC"), alongside the SPAC entering into a long-term commercial agreement with a leading media partner.
Whilst there can be no certainty of outcome, the proposed transaction is progressing and negotiations and financing are both well advanced.
Enquiries:
Playtech
Chris McGinnis, Director of Investor Relations & Strategic Analysis
James Newman, Director of Corporate Affairs
+44 (0)16 2464 5954
Wells Fargo Securities (Lead Financial Adviser and Rule 3 Adviser to Playtech)
Brian Maier, Vice Chairman
Sam Small
Chris Tucker
+44 (0)20 3942 9625
Goodbody (Financial Adviser and Joint Broker to Playtech)
Piers Coombs
Charlotte Craigie
Stephen Kane
+353 1 667 0400
Jefferies International Limited (Financial Adviser and Joint Broker to Playtech)
Tim Lloyd Hughes
Max Jones
Philip Noblet
James Thomlinson
+44 (0)20 7029 8000
Headland (PR Adviser to Playtech)
Lucy Legh
Stephen Malthouse
Tom James
Jack Gault
+44 (0)20 3805 4822
Playtech@headlandconsultancy.com
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 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.
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