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REG - Playtech PLC - Form 8 (OPD) Playtech PLC

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RNS Number : 7626B  Playtech PLC  15 February 2022

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     PLAYTECH PLC
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  PLAYTECH PLC
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEREE
 (e) Date position held:                                                         15 FEBRUARY 2022

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          N/A
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 Class of relevant security:

                                                                      Interests      Short positions

                                                                      Number  %      Number    %
 (1) Relevant securities owned and/or controlled:                     Nil     0      Nil       0
 (2) Cash-settled derivatives:                                        Nil     0      Nil       0

 (3) Stock-settled derivatives (including options) and agreements to  Nil     0      Nil       0
 purchase/sell:
                                                                      Nil     0      Nil       0

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:
 (a)  Interests in Playtech plc's ordinary shares in which the directors of
 Playtech plc are interested (including their close relatives and related
 trusts):

Class of relevant securities:  Ordinary shares of no par value
 Director                       Number of Playtech plc ordinary shares held  Percentage of total issued share capital (excluding shares under option)*
 Mor Weizer                     277,550                                      0.09%
 Andrew Smith                   84,875                                       0.03%
 Ian Penrose                    17,500                                       0.01%
 Anna Massion                   32,000                                       0.01%
 John Krumins                   10,000                                       0.00%

*Percentages have been rounded

 (b)  Options over Playtech plc's ordinary shares held by the directors of
 Playtech plc and their close relatives and related trusts

 (i)         Options and awards held by Mor Weizer

 Playtech Group Long Term Incentive Plan 2012

Date of award     Number of shares  Exercise price  Exercise period/vesting date
 17 December 2015  72,596            Nil-cost        1 March 2018 to 16 December 2025
 21 December 2016  21,820            Nil-cost        1 March 2019 to 20 Dec 2026

 28 February 2019  471,809*          Nil-cost        1 March 2022 to 27 February 2029
 2December 2019   1,900,000*        Nil-cost        Date on which the relevant share price target has been achieved to 1 December
                           2029
 26 October 2020   546,000*          Nil-cost        26 October 2023 to 25 October 2030

 

 (ii)         Options and awards held by Andrew Smith

 Playtech Group Long Term Incentive Plan 2012

Date of award     Number of shares  Exercise price  Exercise period/vesting date
 28 February 2019  148,260*          Nil-cost        1 March 2022 to 27 Feb 2029
 26 October 2020   176,290*          Nil-cost        26 October 2023 to 25 October 2030

 

 *Subject to the assessment of the satisfaction of the relevant performance
 conditions.

*Percentages have been rounded

 

(b)  Options over Playtech plc's ordinary shares held by the directors of
Playtech plc and their close relatives and related trusts

 

(i)         Options and awards held by Mor Weizer

 

Playtech Group Long Term Incentive Plan 2012

 

 Date of award     Number of shares  Exercise price  Exercise period/vesting date
 17 December 2015  72,596            Nil-cost        1 March 2018 to 16 December 2025
 21 December 2016  21,820            Nil-cost        1 March 2019 to 20 Dec 2026

 28 February 2019  471,809*          Nil-cost        1 March 2022 to 27 February 2029
 2 December 2019   1,900,000*        Nil-cost        Date on which the relevant share price target has been achieved to 1 December
                                                     2029
 26 October 2020   546,000*          Nil-cost        26 October 2023 to 25 October 2030

 

(ii)         Options and awards held by Andrew Smith

 

Playtech Group Long Term Incentive Plan 2012

 

 Date of award     Number of shares  Exercise price  Exercise period/vesting date
 28 February 2019  148,260*          Nil-cost        1 March 2022 to 27 Feb 2029
 26 October 2020   176,290*          Nil-cost        26 October 2023 to 25 October 2030

 

*Subject to the assessment of the satisfaction of the relevant performance
conditions.

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:  15 February 2022
 Contact name:        Brian Moore
 Telephone number:    +44 (0) 1624 645 954

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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