REG - Aristocrat Leisure Playtech PLC - Update on Amendment of Financing Arrangements

PlaytechAnnouncement

15/11/2021 07:05

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RNS Number : 3082S  Aristocrat Leisure Limited  15 November 2021

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 OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

15 November 2021

 

RECOMMENDED CASH ACQUISITION

of

Playtech plc ("Playtech")

by

Aristocrat (UK) Holdings Limited ("Bidco")

a wholly owned subsidiary of

Aristocrat Leisure Limited ("Aristocrat")

 

Update on Financing Arrangements

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  (the "Acquisition") (the "Firm Offer Announcement"). The
full terms and conditions of the Acquisition are set out in the scheme
document which was published on 12 November 2021 (the "Scheme Document").

In the Firm Offer Announcement and the Scheme Document, it was stated that
Bidco has entered into: (i) an interim facilities agreement for a bridge loan
to be provided by UBS AG, Australia Branch, Goldman Sachs Lending Partners LLC
and Goldman Sachs Mortgage Company to satisfy the cash consideration payable
in connection with the Acquisition (the "Interim Facilities Agreement"); and
(ii) a commitment letter with UBS AG, Australia Branch, UBS Securities LLC,
Goldman Sachs Mortgage Company and Goldman Sachs Australia Pty Ltd to fund a
senior secured incremental term loan facility (the "Takeout Term Loan
Facility") in connection with the Acquisition (the "Commitment Letter").

Bidco announces that the existing lenders under the Interim Facilities
Agreement have transferred a portion of their commitments under the Interim
Facilities Agreement to Citibank, N.A..

Bidco also announces that the initial lenders under the Commitment Letter have
transferred a portion of their commitments thereunder to Citigroup Global
Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc.
and/or any of their affiliates ("Citi") and Citi will act as a joint lead
arranger and bookrunner for the Takeout Term Loan Facility pursuant to an
amended and restated commitment letter (the "Amended and Restated Commitment
Letter").

This announcement (the "Announcement") and a copy of the Amended and Restated
Commitment Letter and related amended and restated fee letter will be made
available on Aristocrat's website at https://power-of-play.com
(https://power-of-play.com) .

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the same meanings as set out in the Firm Offer Announcement.

Further information

Enquiries:

 Aristocrat
 Rohan Gallagher, General Manager, Investor Relations           +61 421 051 416

 Natalie Toohey, Chief Corporate Affairs Officer                +61 409 239 459

 Goldman Sachs International (Financial Adviser to Aristocrat)
 Nick Harper                                                    +44 (0) 20 7774 1000

 Scott Smith

 Jimmy Bastock

 James Brodie

 Finsbury (PR Adviser to Aristocrat)
 Faeth Birch                                                    +44 (0) 207 251 3801

 James Leviton

Linklaters LLP is retained as English legal adviser and Allens as Australian
legal adviser to Aristocrat and Bidco.

Important notices

Goldman Sachs International, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting exclusively for
Aristocrat, Bidco and the Aristocrat Group and no one else in connection with
the Acquisition and will not be responsible to anyone other than Aristocrat
and Bidco for providing the protections afforded to clients of Goldman Sachs
International, nor for providing advice in connection with the Acquisition or
any transaction or arrangement referred to herein.

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, contain the full
terms and conditions of the Acquisition, including details of how to vote in
respect of the Acquisition.

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 a Restricted Jurisdiction 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.

Additional information for U.S. investors

The Acquisition relates to 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
(http://www.londonstockexchnage.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 into 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 forecasts or estimates

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.

Disclosure requirements of the Takeover Code

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 p.m. (London
time) on the 10th Business Day following the commencement of the Offer Period
and, if appropriate, by no later than 3.30 p.m. (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(s),
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 p.m.
(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
http://www.thetakeoverpanel.org.uk/ (http://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

A copy of this Announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Aristocrat's website at https://power-of-play.com/
(https://power-of-play.com/) by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of doubt, the
contents of this website are not incorporated into and do not form part of
this Announcement.

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 requested 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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