REG - Playtech PLC - Adjournment of Shareholder Meetings

PlaytechAnnouncement

12/01/2022 17:45

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RNS Number : 2714Y  Playtech PLC  12 January 2022

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

12 January 2022

 

Playtech plc

 

("Playtech" or "the Company")

 

Adjournment of Shareholder Meetings

 

Playtech announced on 5 January 2022 that it intended to adjourn the Court and
General Meetings relating to the offer made by Aristocrat (UK) Holdings
Limited, a company formed on behalf of Aristocrat Leisure Limited
("Aristocrat") to acquire the entire issued and to be issued share capital of
Playtech for 680 pence per share in cash, subject to the satisfaction of
certain conditions (the "Aristocrat Offer").

 

Consequently, the Chairman today adjourned the Court Meeting to 10.00 a.m. on
2 February 2022 under the power given to him in the directions order sealed by
the Court on 10 November 2021, and the proposal by the Chairman to adjourn the
General Meeting to 10.15 a.m. (or as soon thereafter as the Court Meeting has
been concluded or adjourned) on 2 February 2022 was duly approved at the
General Meeting today.

 

The adjourned meetings will be held at the offices of Bryan Cave Leighton
Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR,
United Kingdom.

 

The Playtech Directors continue to recommend unanimously that Playtech
Shareholders vote in favour of the Aristocrat Offer at the Court Meeting and
in favour of the Playtech Resolutions to be proposed at the General Meeting.

 

Action to be taken

Forms of Proxy in respect of the Court Meeting and the General Meeting remain
valid.

 

In respect of the adjourned Shareholder Meetings, Forms of Proxy must be
lodged in accordance with the instructions thereon, or be submitted
electronically by accessing www.investorcentre.co.uk/eproxy
(http://www.investorcentre.co.uk/eproxy) , and CREST members who wish to
appoint a proxy by means of the CREST electronic proxy appointment service
must make such appointment, in each case not later than: 10.00 a.m. on Monday
31 January 2022 in respect of the Court Meeting; and 10.15 a.m. on Monday 31
January 2022 in respect of the General Meeting.

 

Playtech shareholders who have already submitted Forms of Proxy for the Court
Meeting and the General Meeting and do not wish to change their voting
instructions, need take no further action as their Forms of Proxy will
continue to be valid in respect of the adjourned Court Meeting and the General
Meeting. Playtech shareholders who have submitted Forms of Proxy for the Court
Meeting and/or the General Meeting and who now wish to change their voting
instructions, should contact 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 Aristocrat Offer nor give any financial,
legal or tax advice. Playtech shareholders are also reminded that completion
and return of a Form of Proxy, or the appointment of a proxy using CREST, will
not prevent them from voting at the Court Meeting or the General Meeting
either in person or via the Virtual Meeting Platform. Please refer to the
Scheme Document and the Virtual Meeting Guide (Guide was sent to Playtech
Shareholders on 21 December 2021) for further information.

 

Timetable update

An updated expected timetable for the Shareholder Meetings is set out below.
All times shown are London times unless otherwise stated.

 

Latest time for lodging the Form of Proxy for the:

 

Court Meeting (blue form) 10:00 a.m. on Monday 31 January 2022 ((1))

 

General Meeting (pink form) 10:15 a.m. on Monday 31 January 2022 ((2))

 

Voting Record Time for the Court Meeting and General Meeting 8:00 p.m. on
Monday 31 January 2022 ((3))

 

Court Meeting 10:00 a.m. on Wednesday 2 February 2022

 

General Meeting 10:15 a.m. on Wednesday 2 February 2022 ((4))

 

(1) The BLUE Form of Proxy for the Court Meeting if not returned by the time
stated above, or in the case of a further adjournment, by 48 hours before the
time fixed for the holding of the further adjourned meeting, may be handed to
the Registrar or to the chairman of the Court Meeting before the taking of the
poll at the Court Meeting and will still be valid.

 

(2) The PINK Form of Proxy for the General Meeting must be lodged by the time
stated above in order to be valid or, if the General Meeting is further
adjourned, no later than 48 hours (excluding any part of such 48 hour period
falling on a non-Business Day) before the time fixed for the holding of the
further adjourned meeting.

 

(3) If either the Court Meeting or the General Meeting is further adjourned,
the Voting Record Time of the further adjourned meeting(s) will be 8.00 pm on
the day which is two days before the day fixed for the further adjourned
meeting.

 

(4) The General Meeting will commence at 10.15 am on the day of the Court
Meeting or as soon thereafter as the Court Meeting has been concluded or
adjourned.

 

With the exception of the above events, times and dates, the expected
timetable of principal events for the implementation of the Aristocrat Offer
remains as set out on page 14 of the Scheme Document. If any of the expected
times and/or dates change, the revised times and/or dates will be notified to
Playtech Shareholders by announcement through a Regulatory Information
Service.

 

Notes

The persons responsible for making this announcement are Chris McGinnis,
Director of Investor Relations & Strategic Analysis, and James Newman,
Director of Corporate Affairs.

 

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 Aristocrat Offer 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 Aristocrat Offer 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 Aristocrat Offer, 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.investors.playtech.com) by no
later than 12 noon (London time) on 13 January 2022. 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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