Results of Court Meeting and General Meeting
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
2 February 2022
RECOMMENDED CASH OFFER
for
Playtech plc
by
Aristocrat (UK) Holdings Limited ("Bidco")
a wholly owned subsidiary of Aristocrat Leisure Limited ("Aristocrat")
Results of Court Meeting and General Meeting and Lapsing of Scheme
Earlier today, Playtech Plc ("Playtech" or the "Company") convened the Court Meeting and General Meeting in connection with the recommended cash offer made by Bidco (a wholly owned subsidiary of Aristocrat) (the "Aristocrat Offer"). The total votes in favour of the resolutions were 56.13% at the Court Meeting and 54.68% at the General Meeting, which were below the minimum threshold (75% of those shares voted) needed to approve the resolutions. Accordingly, the acquisition of Playtech by Bidco has been terminated and the Scheme has lapsed.
As a result, Playtech is no longer in an offer period as defined by the City Code on Takeovers and Mergers (the "Code").
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Playtech Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
|
Results of Court Meeting |
No. of Scheme Shares voted |
% of Scheme Shares voted* |
No. of Playtech Shareholders who voted* |
% of Playtech Shareholders who voted* |
No. of Scheme Shares voted as % of issued ordinary share capital* ** |
|
For |
140,451,366 |
56.13% |
174 |
82.46% |
45.85% |
|
Against |
109,772,917 |
43.87% |
37 |
17.54% |
35.83% |
|
Total |
250,224,283 |
100% |
211 |
100% |
81.68% |
* Rounded to two decimal places
** Excluding the 2,937,550 treasury shares in issue
Voting Results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Playtech Shareholder, present in person or by proxy, was entitled to one vote per Playtech Share held at the Voting Record Time.
|
|
For** |
Against |
Total |
Withheld *** |
||
|
Special Resolution |
No. of votes |
% of votes* |
No. of votes |
% of votes* |
No. of votes |
No. of votes |
|
Approval of the implementation of the Scheme, including amendments to the articles |
130,311,885 |
54.68% |
108,006,063 |
45.32% |
238,317,948 |
20,126 |
The total number of Playtech Shares in issue at the Voting Record Time was 309,294,243 of which 2,937,550 were treasury shares. Consequently, the total voting rights in Playtech at the Voting Record Time were 306,356,693.
* Rounded to two decimal places
** Includes discretionary votes
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document published on 12 November 2021 in relation to the Aristocrat Offer.
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.
Publication on website
Copies of this Announcement and the Scheme Document 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.
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