REG - Playtech PLC - Update re: Possible Offer

PlaytechAnnouncement

20/05/2022 07:00

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RNS Number : 1850M  Playtech PLC  20 May 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.

 

FOR IMMEDIATE RELEASE

20 May 2022

 

Playtech plc

 

("Playtech" or "the Company")

 

Update re: Possible Offer

 

On 3 February 2022, the Board of Playtech (the "Board") confirmed that it had
been 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 (the "Restrictions") to
allow an offer for the Company to be considered.

 

Absent this release, TTB was bound by the Restrictions for a period of six
months, ending 20 May 2022 (the "Restricted Period"). The Independent
Committee of the Board of Playtech (the "Independent Committee") notes that
the Restricted Period in respect of TTB has expired.

 

In accordance with Rule 2.6 of the Code, TTB must by 5.00pm on 17 June 2022,
being the 28th day following the end of the Restricted Period, announce (i)
its firm intention to make an offer in accordance with Rule 2.7, or (ii) that
it does not intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 applies. This deadline can only be
extended with the consent of the Panel on Takeovers and Mergers (the "Panel")
in accordance with Rule 2.6(c) of the Code.

 

Discussions between the Company and TTB are ongoing and progress continues to
be made. There continues to be no certainty that an offer will be made, or the
terms on which any offer may be made.  The Independent Committee is conscious
that TTB has been considering a possible offer for Playtech for 15 weeks. The
Independent Committee continues to explore options for maximising shareholder
value, and reiterates the strong performance of the Group, as announced to the
market on 5 May 2022, which has continued through the month of April and into
the month of May.

 

This announcement has been made without the prior consent of TTB.  This is
not an announcement of a firm intention to make an offer, 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 person responsible for making this announcement is Chris McGinnis,
Director of Investor Relations & Strategic Analysis.

 

Enquiries:

 

Playtech

Chris McGinnis, Director of Investor Relations & Strategic Analysis

 

+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
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 matters set out in this announcement 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 matters set out in this announcement. 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 this announcement, any matter or
statement contained herein or otherwise.

 

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 23 May 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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