REG - Playtech PLC - Statement re: media speculation

PlaytechAnnouncement

03/02/2022 07:00

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RNS Number : 5391A  Playtech PLC  03 February 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.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
WILL BE MADE.

 

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

3 February 2022

 

Playtech plc

 

("Playtech" or "the Company")

 

Statement re: media speculation

 

Further to the recent media speculation, the Board of Playtech (the "Board")
confirms that on the afternoon of 2 February 2022 it was contacted by TTB
Partners Limited on behalf of an investor group to be formed and advised by it
("TTB") requesting that Playtech consent to release TTB from its restrictions
under Rule 2.8 of the Code. This release was requested to allow a possible
offer for the Company to be considered.  The Board confirms that it has given
the requested consent to TTB. There can be no certainty as to whether this
will result in an offer for the Company, nor as to the terms on which any
offer might be made.  However, any offer, if made, is likely to be in cash.

 

As a consequence of this announcement, an "Offer Period" has commenced in
respect of Playtech in accordance with the rules of the Code. The attention
of shareholders is drawn to the disclosure requirements of Rule 8 of the Code,
which are summarised below.

 

On 19 November 2021, Gopher Investments, an affiliate of TTB, confirmed that
it had no intention of making an offer for Playtech and, as a result of that
announcement, TTB was bound by the restrictions imposed by Rule 2.8 of the
Code (the "Restrictions") for a period of six months, which ends on 20 May
2022 (the "Restricted Period"). In accordance with Note 2 to Rule 2.8 and
following Aristocrat (UK) Holdings Limited's Offer having lapsed, the
Restrictions were capable of being set aside at any point in the Restricted
Period in certain circumstances, including with the consent of the Board of
Playtech.

 

In accordance with Paragraph 3 of Practice Statement 28, published by the
Panel Executive entitled "Rules 2.8 and 35.1 - Entering Into Talks During a
Restricted Period", until such time as the Restricted Period has expired, TTB
is not required by Rule 2.6(a) of the Code to specify a deadline by which TTB
must either announce a firm intention to make an offer in accordance with Rule
2.7 of the Code or to announce it does not intend to make an Offer. This is
because TTB is still subject to the restrictions imposed by Rule 2.8 of the
Code until the end of the Restricted Period and, as a result, Playtech is able
to terminate the discussions with TTB at any time, at which point the
restrictions set out in Rule 2.8 would be re-imposed on TTB for the remainder
of the Restricted Period and Playtech would announce the same. However, if, at
the expiry of the Restricted Period, discussions between the parties are still
ongoing and TTB has not announced (i) its firm intention to make an offer in
accordance with Rule 2.7 of the Code, or, (ii) that it does not intend to make
an Offer, then the Board, in accordance with the Code, will announce the date
and time by which it must do so, which will be 5.00 pm on the 28th day
following the end of the Restricted Period, being 17 June 2022.

 

In accordance with Rule 2.9 of the Code, the Company confirms that as at close
of business on 2 February 2022 (being the business day prior to the date of
this announcement), its issued share capital consisted of 306,356,693 ordinary
shares of no par value. This figure excludes 2,937,550 ordinary shares that
are held in treasury. The International Securities Identification Number
(ISIN) of the ordinary shares is IM00B7S9G985.

 

This announcement is being made under Rule 2.4 of the Code and does not
comprise, and should not be construed as an announcement by TTB of a firm
intention to make an offer under Rule 2.7 of the Code.

 

This announcement has been made without the prior consent of TTB.

 

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 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.

 

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.Playtech.com) by no later than 12
noon (London time) on 4 February 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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