Changes to General Meeting arrangements
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
21 December 2021
RECOMMENDED CASH ACQUISITION
of
Playtech plc ("Playtech")
by
Aristocrat (UK) Holdings Limited ("Bidco")
a wholly owned subsidiary of
Aristocrat Leisure Limited ("Aristocrat")
COVID-19: Changes to arrangements in connection with the Court Meeting and the General Meeting
Background
On 17 October 2021, the boards of Playtech, Bidco and Aristocrat announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco shall acquire the entire issued and to be issued share capital of Playtech for 680 pence per share in cash (the "Acquisition"), to be effected by means of a Court-sanctioned scheme of arrangement under Part X of the Isle of Man Companies Act 2006 (the "Scheme").
Notice was given in the circular to shareholders dated 12 November 2021 in relation to the Scheme (the "Scheme Document") of the Court Meeting and the General Meeting, which were convened, respectively, for 10.00 am and 10.15 am (or as soon thereafter as the Court Meeting has concluded) on Wednesday 12 January 2022.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
Revised Meeting Arrangements
Playtech announces that, due to recent developments in relation to COVID-19 and the possibility of revised guidance being issued or new restrictions being imposed on public gatherings and/or travel, it is changing certain aspects of the arrangements set out in the Scheme Document and the Forms of Proxy in relation to the Meetings.
The Court Meeting and the General Meeting will each continue to be held at 10.00 am and 10.15 am (or as soon thereafter as the Court Meeting has concluded), respectively, on Wednesday 12 January 2022 at the offices of Bryan Cave Leighton Paisner LLP, Governors House, Laurence Pountney Hill, London EC4R 0BR. However, whilst shareholders will be permitted to attend the Meetings in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in force and any decision of the Playtech Board that it is necessary to hold the Meetings as closed meetings or otherwise restrict attendance in order to ensure the safety of those attending the Meetings), the Playtech Board urges shareholders to consider whether their attendance in person at the Meetings is necessary and advisable.
Notwithstanding the above, Playtech understands the importance of ensuring that all Scheme Shareholders are given an opportunity to participate in the consideration of the Scheme at the Court Meeting and the related business at the General Meeting. The Board has decided, therefore, to implement certain additional arrangements to allow Scheme Shareholders to participate and vote virtually at the Court Meeting and for Playtech Shareholders to watch and submit questions at the General Meeting through a virtual platform. Further details of these new arrangements are set out below.
In addition to implementing arrangements for the virtual platform, the Playtech Board continues to strongly recommend shareholders to appoint the "chairman of the meeting" as their proxy for the Meetings to ensure that their vote is able to be cast in accordance with their wishes. If any other person is appointed as a proxy and COVID-19 restrictions are introduced by the Government or decided on by the Playtech Board in relation to the Meetings, that proxy may not be permitted to attend the relevant Meeting in person and vote on behalf of the appointor.
Instructions for accessing the Virtual Meeting Platform
Scheme Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Court Meeting via a virtual meeting platform provided by Lumi (the "Virtual Meeting Platform"). Playtech Shareholders may watch and submit questions at the General Meeting via the Virtual Meeting Platform but please note that due to restrictions on "hybrid" general meetings in Playtech's Articles of Association (which restrictions do not apply to the Court Meeting) this will not constitute attendance at the General Meeting and Playtech Shareholders will not be able to vote at the General Meeting via the Virtual Meeting Platform.
A hard copy of the Lumi Online User Guidance is being posted today to Playtech Shareholders together with a copy of this Announcement. The Lumi Online User Guidance is also available at http://www.investors.playtech.com/offer-for-playtech.aspx.
Scheme Shareholders and Playtech Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To attend remotely, submit questions and/or vote (to the extent applicable) using this method, shareholders should go to https://web.lumiagm.com. Once a shareholder has accessed https://web.lumiagm.com from a web browser, he/she will be asked to enter the Lumi Meeting ID which is 174-391-929. Shareholders will then be prompted to enter their SRN and PIN. A shareholder's SRN, including any zeros, and the PIN can be found printed on that shareholder's Form of Proxy.
Access to the Meetings via the website will be available from 09.30 am on 12 January 2022 (or if such meetings are adjourned, from 09.30 am on the date of the adjourned meeting), as further detailed below. Although access to the Court Meeting via the Virtual Meeting Platform will be available from 09.30 am on 12 January 2022 (or if such meetings are adjourned, from 09.30 am on the date of the adjourned meeting), voting functionality will not be enabled until the Chair of the Court Meeting declares the poll open.
Shareholders who are unable to access their SRN and/or PIN (including by reason of having become a shareholder after the posting of the Scheme Document and Forms of Proxy), or who are in any doubt about their shareholding, should call 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 +44 (0)370 707 4040. 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 Acquisition nor give any financial, legal or tax advice.
Scheme Shareholders and Playtech Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Meetings. Scheme Shareholders can use the same function to submit any objections they may have to the Scheme at the Court Meeting. The Chair of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the relevant Meeting.
During the relevant Meeting, shareholders must ensure that they are connected to the internet at all times in order to submit questions and (in the case of the Court Meeting only) submit any objections and vote when the Chair commences polling. It is each shareholder's responsibility to ensure connectivity for the duration of the relevant Meeting via a wireless or other internet connection.
Persons who hold shares through a nominee and wish to access the Meetings through the Virtual Meeting Platform, should contact their nominee immediately. The nominee will need to have completed a letter of representation and presented this to Playtech's registrar, Computershare, no later than 48 hours (excluding any part of the day which is not a working day) before the start of the relevant Meeting. Duly appointed corporate representatives and third party proxies should also telephone the shareholder helpline no later than 48 hours (excluding any part of the day which is not a working day) before the start of the Meeting on +44 (0)370 707 4040 in order to obtain a unique Login Code and PIN on behalf of the relevant shareholder, and who can then use them to access the Virtual Meeting Platform in respect of the Meetings. The shareholder helpline is open from 8.30am to 5.30pm Monday to Friday excluding public holidays.
COVID-19 Security Arrangements for attendees in person at the Meetings
Shareholders intending to attend either of the Meetings in person should take account in planning their attendance of the requirement to complete, before their admission to the Meetings' venue, an attestation as to the following on the date of the Meetings:
· that they not displayed any symptoms associated with COVID-19 on the date of the Meetings or over the 10 days preceding the date of the Meetings;
· that they not been in contact with a confirmed case of COVID-19 in the 10 days preceding the date of the Meetings; and
· that they have not travelled to or from a red list country in the 10 days preceding the date of the Meetings.
Copies of the relevant attestation form will be available from reception at the Meetings' venue (the offices of Bryan Cave Leighton Paisner LLP, Governors House, Laurence Pountney Hill, London EC4R 0BR) on the day of the Meetings. The requirement for shareholders seeking to attend the Meetings in person to complete the attestations on the day of the Meetings is intended by the Playtech Board to ensure the safety of those attending the Meetings in person, including the Playtech Directors and advisers.
Importance of Voting
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF THE OPINION OF SCHEME SHAREHOLDERS. SHAREHOLDERS, WHETHER OR NOT THEY INTEND TO ACCESS THE MEETINGS VIA THE VIRTUAL MEETING PLATFORM, ARE THEREFORE STRONGLY URGED TO SIGN AND RETURN FORMS OF PROXY OR APPOINT AN ELECTRONIC OR CREST PROXY AS SOON AS POSSIBLE, AND, IN ANY EVENT SO AS TO BE RECEIVED BY 10.00 AM ON MONDAY 10 JANUARY 2022 FOR THE COURT MEETING AND 10.15 AM ON MONDAY 10 JANUARY 2022 FOR THE GENERAL MEETING.
A FORM OF PROXY FOR THE COURT MEETING NOT LODGED AT THE RELEVANT TIME MAY BE HANDED IN TO THE CHAIRMAN OF THE COURT MEETING OR THE REGISTRAR BEFORE THE TAKING OF THE POLL AT THE COURT MEETING.
THE COMPLETION AND RETURN OF A FORM OF PROXY WILL NOT PREVENT SHAREHOLDERS FROM ATTENDING AND VOTING AT THE MEETINGS, OR ANY ADJOURNMENT THEREOF, IN PERSON SHOULD THEY WISH TO DO SO (AND COVID-19 RESTRICTIONS, INCLUDING THOSE IMPOSED BY THE PLAYTECH BOARD IN ORDER TO ENSURE THE SAFETY OF THOSE ATTENDING THE MEETINGS, ALLOW), OR FROM PARTICIPATING IN THE COURT MEETING OR VIEWING THE GENERAL MEETING BY MEANS OF THE VIRTUAL MEETING PLATFORM.
All references to times in this Announcement are to London, United Kingdom times unless otherwise stated.
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 no one else in connection with the Acquisition and will not be responsible to anyone other than Playtech for providing the protections afforded to its client, nor for providing advice in connection with the Acquisition or 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 no one else in connection with the Acquisition and will not be responsible to any person other than Playtech for providing the protections afforded to their clients nor for providing advice in connection with the Acquisition or in relation to the contents of this Announcement.
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.
Further information
This Announcement is for information purposes only and does not constitute or form part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Scheme Document (or, in the event that the Acquisition is implemented by means of a Takeover Offer, the offer document) which, together with the Forms of Proxy, shall contain the full terms and conditions of the Acquisition.
Playtech urges Playtech Shareholders to read the Scheme Document because it contains important information relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus exempted document.
Overseas shareholders
The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom and the Isle of Man may be restricted by law. Persons who are not resident in the United Kingdom or the Isle of Man or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
This Announcement has been prepared for the purpose of complying with applicable English law, Isle of Man law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales or the Isle of Man.
Unless otherwise determined by Aristocrat or Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdictions or any other jurisdiction where to do so would violate the laws of that jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or any other related document to any jurisdiction other than the United Kingdom or the Isle of Man should inform themselves of, and observe, any applicable requirements of that jurisdiction.
The availability of the Acquisition to Playtech Shareholders who are not resident in the United Kingdom or the Isle of Man may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or the Isle of Man should inform themselves of, and should observe, any applicable requirements.
The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.
The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice. Overseas shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme.
Notes to Playtech investors in the United States
Shareholders in the United States should note that the Acquisition relates to the shares of an Isle of Man company and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, Isle of Man laws. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in the United Kingdom and the Isle of Man to schemes of arrangement, which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. However, if Bidco was to elect to implement the Acquisition by means of a Takeover Offer, which is to be made into the United States, such Takeover Offer shall be made in compliance with all applicable laws and regulations of the Isle of Man, the United Kingdom and the United States, including any applicable exemptions under the U.S. Exchange Act. Such a Takeover Offer would be made in the United States by Bidco and no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with, and to the extent permitted by, the Takeover Code, in accordance with normal Isle of Man and United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Playtech outside the Acquisition during the period in which such Acquisition would remain open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including Isle of Man and United Kingdom laws and the U.S. Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Acquisition provided in this Announcement unless the price of the Acquisition is increased accordingly. Any information about such purchases or arrangements to purchase shall be disclosed as required in the Isle of Man and the United Kingdom, shall be reported to a Regulatory Information Service and shall be available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the Isle of Man and/or the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.
Neither the Acquisition nor this Announcement have been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities approved or disapproved or passed judgement upon the fairness or the merits of the Acquisition, or determined if the information contained in this Announcement is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.
The receipt of consideration by a U.S. holder for the transfer of its Playtech Shares pursuant to the Scheme shall be a taxable transaction for United States federal income tax purposes. Each Playtech Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.
Financial information relating to Playtech included in this Announcement and the Scheme Document has been or shall have been prepared in accordance with accounting standards applicable in the Isle of Man and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Bidco is organised under the laws of England and Wales, Aristocrat is organised under the laws of Australia and Playtech is organised under the laws of the Isle of Man. Some or all of the officers and directors of Bidco, Aristocrat and Playtech, respectively, are residents of countries other than the United States. In addition, some of the assets of Bidco, Aristocrat and Playtech are located outside the United States. As a result, it may be difficult for U.S. holders of Playtech Shares or U.S. holders of ADSs or ADRs in respect of Playtech Shares to effect service of process within the United States upon Bidco or Playtech or their respective officers or directors or to enforce against them a judgment of a U.S. court predicated upon the federal or state securities laws of the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group contain statements which are, or may be deemed to be, "forward-looking statements" (including "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group or the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward-looking statements contained in this Announcement relate to Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group or the Combined Group's future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects", "intends", "may", "will", "shall" or "should" or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Playtech's, any member of the Playtech Group's, Bidco's, Aristocrat's or any member of the Aristocrat Group's business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates, future business combinations or disposals, and any epidemic, pandemic or disease outbreak. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors.
None of Playtech, any member of the Playtech Group, Bidco, Aristocrat or any member of the Aristocrat Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the Aristocrat Group or Playtech Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Playtech, each member of the Playtech Group, Bidco, Aristocrat and each member of the Aristocrat Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
No profit forecast or estimate
No statement in this Announcement or incorporated by reference into this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement or incorporated by reference into this Announcement should be interpreted to mean that earnings or earnings per share for Aristocrat or Playtech, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Aristocrat or Playtech, as appropriate.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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, save to the extent that these details have previously been disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover 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 Takeover 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 Takeover 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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on website
Copies of this Announcement will be made available on Playtech's website at https://www.playtech.com/ and Aristocrat's website at https://power-of-play.com/ (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), respectively by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated into, and do not form part of, this Announcement.
Requesting hard copies
Playtech Shareholders may request a hard copy of this Announcement, the Scheme Document and the Forms of Proxy for the Court Meeting and the General Meeting, free of charge, by calling Playtech's Registrar, Computershare, on +44 (0)370 707 4040 or by writing to Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY stating your name, and the address to which the hard copy should be sent.
Electronic communications
Please be aware that addresses, electronic addresses and certain information provided by Playtech Shareholders, persons with information rights and other relevant persons for the receipt of communications from Playtech may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
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