Posting of Plus500 Circular & Notice of EGM
PLAYTECH PLC
("Playtech" or the "Company")
Posting of Circular and Notice of General Meeting
relating to the recommended acquisition of Plus500
Further to the announcement on 16 July 2015, 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 of Plus500 Ltd. ("Plus500") have today been posted to shareholders. The Circular contains the notice of the General Meeting, which is to be held at 11:00 a.m. on 19 August 2015 at The Sefton Hotel, Harris Promenade, Douglas, Isle of Man IM1 2RW.
On 1 June 2015, the Company announced that its subsidiary, Brighttech Investments S.A., Socialdrive Limited (a wholly owned subsidiary of Brighttech) and Plus500 had entered into the Merger Agreement under the terms of which Brighttech will acquire the entire issued and to be issued ordinary share capital of Plus500 (the "Acquisition").
Under the terms of the Acquisition, Plus500 Shareholders will be entitled to receive 400 pence per Plus500 share in cash. The Acquisition values the entire issued ordinary share capital of Plus500 at approximately £459.6 million. It is intended that the acquisition will be effected by means of a merger of Socialdrive into Plus500 in accordance with the provisions of Israeli Companies Law. The Acquisition is not governed by the UK City Code on Takeover and Mergers. The parties currently anticipate that the Acquisition will be completed by the end of September 2015, subject to regulatory approval.
The Acquisition, owing to its size, constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires the approval of the Shareholders, which will be sought at the General Meeting. Completion of the Acquisition is also subject to certain other conditions, including: (i) there being no event having a material adverse effect prior to completion of the Acquisition; (ii) regulatory approval for the Acquisition being received from and/or the appropriate notifications being made in respect of the Plus500 Group's various regulatory licences and any required anti-trust clearance; and (iii) the Israeli statutory waiting periods having elapsed following the filing of the relevant merger proposals with the Israeli Companies Registrar.
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 17 August 2015 |
|
Last time and date for receipt of CREST Proxy Instructions for the General Meeting |
11:00 a.m. on 17 August 2015 |
|
General Meeting |
11:00 a.m. on 19 August 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 to completion of the Merger, details of which are set out in paragraph 5.1 of Part VI
of this document. Pursuant to Israeli Companies Law, completion of the Merger cannot occur until at least: (i) 50 days have passed
from the filing of the Merger Proposal with the Israeli Companies Registrar by Plus500 and Socialdrive (which occurred on 14 June
2015); and (ii) 30 days have passed from the approval of the Merger by Plus500 Shareholders (which occurred on 16 July 2015).
For further information please contact:
Playtech PLC (C/O Bell Pottinger) +44 (0) 20 3772 2496
Mor Weizer, Chief Executive Officer
Ron Hoffman, Chief Financial Officer
Andrew Smith, Head of Investor Relations
Canaccord Genuity Limited +44 (0) 20 7523 8000
(Sponsor, financial adviser and broker)
Bruce Garrow
Piers Coombs
Mark Whitmore
Bell Pottinger +44 (0) 20 3772 2500
David Rydell
Olly Scott
David Bass
James Newman
This information is provided by RNS
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