REG - Playtech PLC - Anticipated Results of Shareholder Meetings

PlaytechAnnouncement

02/02/2022 07:00

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RNS Number : 3931A  Playtech PLC  02 February 2022

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FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018. WITH THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

FOR IMMEDIATE RELEASE

 

2 February 2022

 

 

Playtech plc

 

("Playtech" or "the Company" or "the Group")

 

Anticipated Results of Shareholder Meetings

 

Board Evaluating Alternative Proposals Received

 

FY21 Results Anticipated to Exceed Previous Expectations

 

The Board of Playtech (the "Board") announces the anticipated result of
today's Shareholder Meetings, and also announces that it is evaluating
proposals it has received in respect of the Company's businesses. The Board is
also pleased to update on current trading.

 

Anticipated Results of Shareholder Meetings

 

Later today, Playtech will hold the Court Meeting and General Meeting convened
in connection with the recommended cash acquisition of Playtech by Aristocrat
(UK) Holdings Limited ("Aristocrat") (the "Aristocrat Offer"). The final
results of the meetings will not be known until after those meetings have been
held. Based on the proxy votes received to date, however, the minimum
threshold (75% of those shares voted) needed to approve the Scheme and related
resolutions will not be achieved. If this remains the case on the final vote
count, the acquisition of Playtech by Aristocrat will not proceed, the Scheme
will lapse and the offer period for the Company will end.

 

Details of the voting results will be announced as soon as they are available
in final form after the Shareholder Meetings have been held.

 

Board in Receipt of and Evaluating Alternative Proposals

 

Playtech is undergoing a significant transition, and the Board remains very
confident about the positive long term prospects for the Group. This is also
evidenced in the recent trading performance across both its core B2B and B2C
businesses as further detailed below.

 

The Board has been actively considering its options for maximising shareholder
value in a scenario where the Aristocrat Offer does not proceed and lapses,
and in so doing has been evaluating attractive M&A proposals it has
received from third parties in respect of Playtech's B2B and B2C businesses.
Any proposal or proposals, if agreed, are expected to be subject to
shareholder approval, as well as regulatory and other clearances. These
alternative proposals are not offers subject to the City Code on Takeovers and
Mergers (the "Code").

 

Shareholders are advised that no definitive agreements have been reached and
negotiations are on-going and there can be no certainty that any definitive
agreement will be reached.

 

Further announcements will be made as and when appropriate.

 

Mor Weizer, CEO of Playtech said, "Playtech remains in a strong position and
continues to perform very well across its core B2B and B2C businesses. This
progress reflects the quality of our technology and products and the hard work
and commitment of our talented team. We remain confident in our long-term
growth prospects and, in particular, our ability to benefit from the
structured agreements (including Caliente) that are already allowing Playtech
to access newly opened gaming markets."

 

Brian Mattingley, Chairman of Playtech said, "This process has shone a
spotlight on the fundamental premium value of Playtech's businesses. Playtech
is the leading technology company in the gambling industry, with an unrivalled
quality and breadth of products. Snai is the number one sports brand across
retail and online betting in the Italian market. In the event that the
Aristocrat Offer does not proceed, the Board is determined to pursue options
to maximise value for all shareholders and accelerate validation of that
value."

 

Current Trading Update

 

Since the Company's last trading update on 12 November 2021, Playtech has
continued to see a strong trading performance across both its core B2B and B2C
businesses.

 

In B2B, the Company had strong growth in the Americas, driven by Caliente, and
in Europe. In B2C, Snaitech saw a very strong performance driven by continued
online strength and recovery in its retail business. As a result, Group
Adjusted EBITDA for the year ended 31 December 2021 is expected to exceed
management's previous expectations.

 

Our employees are at the heart of our success and have remained cohesive and
collaborative despite the continued uncertainty surrounding the Company. The
hard work and commitment of our people has contributed significantly to this
positive trading performance.

 

Update on Other Strategic Opportunities

 

Playtech expects to complete the sale of Finalto in Q2 2022 following receipt
of final regulatory clearances.

 

As previously disclosed, Playtech has continued to pursue an opportunity to
allow it to enter selected U.S. states on an accelerated basis in conjunction
with Caliente and Caliplay (and others), via a transaction involving a merger
of Caliplay into a U.S. listed special purpose acquisition corporation
("SPAC"), alongside the SPAC entering into a long-term commercial agreement
with a leading media partner.

 

Whilst there can be no certainty of outcome, the proposed transaction is
progressing and negotiations and financing are both well advanced.

 

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.

 

 

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