Statement re: withdrawal of JKO possible offer
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 January 2022
Playtech plc
("Playtech" or "the Company")
Statement re: withdrawal of JKO possible offer
The Board of Directors of Playtech (the "Board") notes the announcement by JKO Play Limited ("JKO") confirming that it does not intend to make an offer for the Company and the related press coverage.
The Board continues to recommend unanimously that Playtech's shareholders vote in favour of the offer from Aristocrat Leisure Limited (the "Aristocrat Offer") at the Court Meeting and in favour of the Playtech Resolutions to be proposed at the General Meeting. The Court and General Meetings are scheduled for 2 February 2022.
The Board continues to seek engagement with all of its shareholders regarding the Aristocrat Offer. However, a number of material investors have not to date engaged meaningfully about their views on the Aristocrat Offer, including certain investors that have disclosed or taken material positions in the Company following the announcement of the Aristocrat Offer. The absence of customary levels of engagement means that the Board is approaching the Court and General Meetings without a clear understanding of whether these shareholders are supportive of the Aristocrat Offer.
As a result of JKO's announcement, consistent with Rule 2.8 of the City Code on Takeovers and Mergers (the "Code") and subject to certain exceptions, JKO is prohibited from making an offer for the Company within six months of today's date.
This announcement has been made without the prior consent of Aristocrat or JKO.
A further announcement will be made as and when appropriate.
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
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 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.
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 +44 (0)207 638 0129 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 16 December 2021. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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