REG - Playtech PLC Aristocrat Leisure - Publication of Scheme Document

PlaytechAnnouncement

12/11/2021 07:05

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RNS Number : 1764S  Playtech PLC  12 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 OR REGULATIONS OF THAT JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

12 November 2021

 

RECOMMENDED CASH ACQUISITION

 

of

 

Playtech plc ("Playtech")

 

by

 

Aristocrat (UK) Holdings Limited ("Bidco")

 

a wholly owned subsidiary of

 

Aristocrat Leisure Limited ("Aristocrat")

 

Publication of the Scheme Document

 

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 for 680 pence per share in cash (the "Acquisition"), to be
effected by means of a Court-sanctioned scheme of arrangement under Part X of
the Isle of Man Companies Act 2006 (the "Scheme").

 

Publication of the Scheme Document

 

Playtech is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document"), setting out, among other things, a letter from the
Chairman of Playtech, the full terms and conditions of the Scheme, a statutory
explanatory statement, an expected timetable of principal events, notices
convening the Court Meeting and General Meeting and details of the action to
be taken by Playtech Shareholders will be made available on Playtech's website
at https://www.playtech.com/ (https://www.playtech.com/)  and on Aristocrat's
website at https://power-of-play.com/ (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 date of this Announcement for the period up to and
including the Effective Date (or the date on which the Scheme lapses).

 

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this Announcement are to London, United Kingdom
times unless otherwise stated.

 

Action To Be Taken

 

As further detailed in the Scheme Document, in order to become effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible Playtech Shareholders vote in favour of the
Playtech Resolution at the General Meeting. The Scheme must also be sanctioned
by the Court. The Scheme is also subject to the satisfaction or waiver of the
other Conditions and further terms, as described more fully in the Scheme
Document.

 

Playtech has convened the Court Meeting for 10.00am and the General Meeting
for 10.15am, or as soon thereafter as the Court Meeting has been concluded or
adjourned, on Wednesday 12 January 2022. This date has been selected by
Playtech as being the date that the Playtech Board considers both allows
Gopher Investments ("Gopher") sufficient time to clarify its position and
ensures that the Meetings are not held during the festive period. The Court
Meeting and the General Meeting are to be held at Governors House, 5 Laurence
Pountney Hill, London EC4R 0BR.

 

Playtech Shareholders will find accompanying the Scheme Document a blue Form
of Proxy for use in connection with the Court Meeting and a pink Form of Proxy
for use in connection with the General Meeting. Whether or not Playtech
Shareholders plan to attend either or both of the Meetings, they are
encouraged to complete both Forms of Proxy and to return them in accordance
with the instructions printed thereon, as soon as possible, but in any event,
so as to be received (during normal business hours) to the Registrar,
Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater
Road, Bristol, BS99 6ZY by 10.00 am on Monday 10 January 2022 in the case of
the Court Meeting and by 10.15 am on Monday 10 January 2022 in the case of the
General Meeting (or, in the case of adjournment, not later than 48 hours
before the time fixed for the holding of the adjourned meeting (in relation to
the General Meeting excluding any part of such 48 hour period falling on a
non-Business Day)). If the blue Form of Proxy for use at the Court Meeting is
not lodged by 10.00 am on Monday 10 January 2022, it may be handed to the
chairman of the Court Meeting or the Registrar on behalf of the chairman at
the Court Meeting before the taking of the poll and will still be valid.
However, in the case of the General Meeting, unless the pink Form of Proxy is
lodged so as to be received by 10.15 am on Monday 10 January 2022, it will be
invalid.

 

Playtech Shareholders who hold their shares through CREST and who wish to
appoint a proxy or proxies for the Meetings or any adjournment(s) thereof may
do so by using the CREST proxy voting service in accordance with the
procedures set out in the CREST manual. CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a voting service
provider, should refer to that CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf. Proxies
submitted via CREST must be received by the Registrar by no later than 48
hours (in relation to the General Meeting, excluding any part of such 48 hour
period falling on a non-Business Day) before the appointed time for the
relevant Meeting or in the case of an adjournment, no later than 48 hours (in
relation to the General Meeting, excluding any part of such 48 hour period
falling on a non-Business Day) before the time fixed for the holding of the
adjourned meeting.

 

Playtech Shareholders can also submit their proxy vote via the internet
through the share portal service at www.investorcentre.co.uk/eproxy.
(http://www.investorcentre.co.uk/eproxy) To do so, such shareholders will need
to log on to their share portal account or register for the share portal if
they have not already done so. Once registered, they will immediately be able
to vote. Proxies submitted via the share portal service must be received by
the Registrar no later than 48 hours (in relation to the General Meeting,
excluding any part of such 48 hour period falling on a non-Business Day)
before the appointed time for the relevant Meeting or, in the case of an
adjournment, no later than 48 hours (in relation to the General Meeting,
excluding any part of such 48 hour period falling on a non-Business Day)
before the time fixed for the holding of the adjourned meeting.

 

The completion and return of a Form of Proxy, CREST proxy instruction or proxy
appointment via the share portal service will not prevent Playtech
Shareholders from attending and voting in person at the Meetings or any
adjournment thereof if they so wish and are so entitled.

 

Scheme Shareholders and Playtech Shareholders are strongly encouraged to
submit proxy appointments and instructions for the Court Meeting and the
General Meeting as soon as possible using any of the methods set out in the
Scheme Document. Scheme Shareholders and Playtech Shareholders are also
strongly encouraged to appoint the Chairman of the relevant Meeting as their
proxy, in particular given the ongoing uncertainties associated with the
COVID-19 pandemic (see below).

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of the opinion of Scheme Shareholders. Whether or
not you intend to attend the Court Meeting and/or the General, you are
therefore strongly urged to complete, sign and return both of your Forms of
Proxy or appoint a proxy or proxies electronically for both the Court Meeting
and the General Meeting as soon as possible.

 

Possible offer by Gopher Investments

 

As announced on 8 November 2021 in accordance with Rule 2.4 of the Takeover
Code, Playtech received a preliminary approach on 21 October 2021 from Gopher
seeking access to certain due diligence information in order to explore the
terms on which a competing possible offer for all of the issued and to be
issued share capital of Playtech might be made by Gopher.

 

The Panel will announce the deadline by which Gopher must clarify its
intentions in relation to Playtech.

 

Playtech Shareholders will be kept informed of developments in respect of
Gopher if and when appropriate via announcements through a Regulatory
Information Service.

 

Recommendation

 

The Playtech Directors, who have been so advised by Wells Fargo Securities as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Playtech
Directors, Wells Fargo Securities has taken into account the commercial
assessments of the Playtech Directors. Wells Fargo Securities is providing
independent financial advice to the Playtech Directors for the purposes of
Rule 3 of the Takeover Code.

 

The Playtech Directors recommend unanimously that Playtech Shareholders vote
in favour of the Scheme at the Court Meeting and the Playtech Resolution at
the General Meeting, as the Playtech Directors have irrevocably undertaken to
do in respect of their own beneficial holdings of Playtech Shares.

 

Playtech Shareholders should carefully read the Scheme Document in its
entirety before making a decision with respect to the Scheme.

 

COVID-19

 

As the UK Government's restrictions on social distancing and restrictions on
attendance at public gatherings have been lifted, the Playtech Board looks
forward to welcoming Playtech Shareholders in person at the Meetings. However,
given the evolving nature of the situation and the possibility for
circumstances to change before the date of the Meetings such that larger
gatherings indoors are no longer permissible and the Playtech Board is forced
to revise its position and run the Meetings as closed meetings, Playtech
Shareholders are strongly encouraged to appoint the "chairman of the meeting"
as their proxy for the General Meeting and the Court Meeting, respectively, to
ensure that their vote is able to be cast in accordance with their wishes at
both Meetings. If any other person is appointed as their proxy and COVID-19
restrictions are introduced which affect the holding of the Meetings, that
proxy may not be permitted to attend the relevant Meeting in person and
vote on their behalf. The Playtech Board will keep the situation under review
and may need to make further changes to the arrangements relating to the
Meetings, including how they are conducted. Playtech Shareholders should
therefore continue to monitor Playtech's website and announcements via a
Regulatory Information Service for any updates in relation to the arrangements
for the Meetings that may need to be provided. The completion and return of a
Form of Proxy, registration of an online proxy appointment or completion and
transmission of a CREST proxy instruction will not prevent Playtech
Shareholders from attending either of the Meetings and voting in person should
the situation regarding COVID-19 allow and should they wish to do so.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
Announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible Playtech Shareholders at the General Meeting and to the
satisfaction or waiver of the other Conditions set out in the Scheme Document,
including the approval of the Court. If approved, the Scheme is expected to
become effective in the second quarter of 2022 and updates to the expected
timetable will be announced as appropriate following receipt of relevant
antitrust and regulatory approvals on which the Acquisition is conditional.

 

Information for Playtech Shareholders

 

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 date of this
Announcement for the period up to and including the Effective Date (or the
date on which the Scheme lapses).

 

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to appoint
a proxy, please call Computershare between 8.30 a.m. and 5.30 p.m. (London
time) Monday to Friday (except UK public holidays) on +44 (0)870 707 4040.
Calls from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones. Please note
that calls may be monitored or recorded and Computershare cannot provide
advice on the merits of the transactions set out in the Scheme Document or
give any financial, legal or tax advice.

 

Subject to the Scheme becoming effective, Playtech shall make an application
to the London Stock

Exchange for the cancellation of the admission to trading of the Playtech
Shares on the London Stock

Exchange's Main Market for listed securities and an application to the
Financial Conduct Authority for the cancellation of the listing of Playtech
Shares on the Official List, in each case to take effect on or shortly after
the Effective Date.

 

The last day of dealings in Playtech Shares on the Main Market for listed
securities of the London Stock

Exchange is expected to be the Business Day immediately prior to the Effective
Date and no transfers shall be registered after 8.00 pm on that date.

 

On the Effective Date, share certificates in respect of Playtech Shares shall
cease to be valid and entitlements to Playtech Shares held within the CREST
system shall be cancelled.

 

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

 

Aristocrat

Rohan Gallagher, General Manager, Investor Relations

Natalie Toohey, Chief Corporate Affairs Officer

 

+61 421 051 416

+61 409 239 459

 

Goldman Sachs International (Financial Adviser to Aristocrat)

Nick Harper

Scott Smith

Jimmy Bastock

James Brodie

 

+44 (0) 20 7774 1000

 

Finsbury (PR Adviser to Aristocrat)

Faeth Birch

James Leviton

 

+44 (0) 207 251 3801

 

Linklaters LLP is retained as English legal adviser and Allens as Australian
legal adviser to Aristocrat and Bidco. Bryan Cave Leighton Paisner LLP is
retained as legal adviser to Playtech.

 

 

APPENDIX

 

Expected timetable of principal events

 

The following indicative timetable sets out the expected dates for
implementation of the Scheme and is subject to change.(1)

 

 Date of circulation of the Scheme Document                                 12 November 2021

 Latest time for lodging Form of Proxy for the Court Meeting (blue form)

                                                                            10.00 am on Monday 10 January 2022(2)

 Latest time for lodging Form of Proxy for the General Meeting (pink form)

                                                                            10.15 am on Monday 10 January 2022(3)

 Voting Record Time for the Court Meeting and the General Meeting

                                                                            8.00 pm on Monday 10 January 2022(4)

 Court Meeting                                                              10.00 am on Wednesday 12 January 2022

 General Meeting                                                            10.15 am on Wednesday 12 January 2022(5)

 

The following dates and times associated with the Scheme are subject to change
and will depend, amongst other things, on the date on which the Conditions to
the Scheme are satisfied or, if capable of waiver, waived and on the date on
which the Court sanctions the Scheme. Playtech will give adequate notice of
all of these dates and times, when known, by issuing an announcement through a
Regulatory Information Service, with such announcement being made available on
Playtech's website at https://www.playtech.com/. Further updates and changes
to these times shall, at Playtech's discretion, be notified in the same way.

 

 Court Hearing                                                                A date no later than 21 days following the satisfaction (or, where applicable,
                                                                              waiver) of the Conditions (other than Condition 2(c)) ("D")

 Last day for dealings in, and for the registration of transfer of, Playtech
 Shares

                                                                              D+1 Business Day

 Scheme Record Time                                                           8.00 pm on D+1 Business Day

 Disablement of CREST in respect of Playtech Shares                           8.00 pm on D+1 Business Day

 Suspension of listing of, and dealings in, Playtech Shares

                                                                              By 7.30 am on D+2 Business Days

 Effective Date of the Scheme                                                 D+2 Business Days

 Cancellation of listing of Playtech Shares                                   By 7.30 am on D+3 Business Days

 Last date for despatch of cheques and crediting CREST accounts for cash
 consideration due under the Scheme

                                                                              By 14 days after the Effective Date

 Long Stop Date                                                               30 November 2022(6)

 

Notes:

 

1.    References to times are to London time. If any of the dates and/or
times in this expected timetable change, the revised dates and/or times will
be notified to Playtech Shareholders by announcement through a Regulatory
Information Service.

2.   The BLUE Form of Proxy for the Court Meeting if not returned by the
time stated above, or in the case of an adjournment, by 48 hours before the
time fixed for the holding of the 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.

3.   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
adjourned, no later than 48 hours (excluding any part of such 48 hour period
falling on a non-Business Days) before the time fixed for the holding of the
adjourned meeting.

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

5.   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.

6.   The Long Stop Date is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
Playtech and Bidco may agree in writing (with the Panel's consent and as the
Court may approve (should such consent and/or approval be required)).

 

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 no one
else in connection with the Acquisition and will not be responsible to anyone
other than Playtech for providing the protections afforded to its client, nor
for providing advice in connection with the Acquisition or 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 Playtech and no one else in connection with the
Acquisition and will not be responsible to any person other than Playtech for
providing the protections afforded to their clients nor for providing advice
in connection with the Acquisition or in relation to the contents of this
Announcement.

 

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.

 

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.

 

Further information

 

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

 

Playtech urges Playtech Shareholders to read the Scheme Document because it
contains important information relating to the Acquisition.

 

This Announcement does not constitute a prospectus or prospectus exempted
document.

 

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 such jurisdictions 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.

 

The statements contained in this Announcement are not to be construed as
legal, business, financial or tax advice. Overseas shareholders should consult
their own legal and tax advisers with respect to the legal and tax
consequences of the Scheme.

 

Notes to Playtech investors in the United States

 

Shareholders in the United States should note that the Acquisition relates to
the 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.
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 forecast or estimate

 

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.

 

Dealing disclosure requirements

 

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 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 10(th) 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, 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 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 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
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

 

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.

 

Requesting hard copies

 

Playtech Shareholders may request a hard copy of this Announcement, the Scheme
Document and the Forms of Proxy for the Court Meeting and the General Meeting.
A copy of any such documents or information incorporated by reference into the
Scheme Document will not be sent to such persons unless requested, free of
charge, by calling Playtech's Registrar, Computershare, on +44 (0)870 707 4040
or by writing to Computershare Investor Services (Jersey) Limited c/o The
Pavilions, Bridgwater Road, Bristol, BS99 6ZY stating your name, and the
address to which the hard copy should be sent.

 

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 required 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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