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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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