REG - TT Bond Partners Playtech PLC - Update re. possible offer for Playtech plc

PlaytechAnnouncement

21/02/2022 13:45

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RNS Number : 3190C  TT Bond Partners  21 February 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY 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 FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND ACCORDINGLY THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON
WHICH ANY OFFER MIGHT BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

21 February 2022

 

Update re. possible offer for Playtech plc

TTB, on behalf of an investor group to be formed and advised by it (the "TTB
Investor Group" or the "Bidder"), notes the announcement by Playtech plc
("Playtech") that it has been informed by Mor Weizer, the CEO of Playtech, of
his intention to explore his potential participation in the TTB Investor Group
and that, accordingly, Playtech will form an independent committee of the
board, comprising the directors other than Mor Weizer, to consider all matters
relating to any proposed offer for Playtech.

TTB confirms that on Friday 18 February 2022, it was approached by Tom Hall, a
former CEO of Playtech, who indicated his interest in participating in the TTB
Investor Group along with Mor Weizer. TTB has agreed to explore the proposal
by Mor Weizer and Tom Hall to participate in the TTB Investor Group. Any such
participation would be on terms compliant with the Code.

This announcement does not amount to a firm offer under Rule 2.7 of the Code
and there can be no certainty that Mor Weizer or Tom Hall will participate in
the TTB Investor Group, nor that any offer will be made, nor as to the terms
on which any offer might be made.

A further announcement will be made as and when appropriate.

 

About TT Bond Partners

TT Bond Partners ("TTB"), through its Hong Kong regulated entity, TTB Partners
Limited, is an investment and advisory firm based in Hong Kong, whose founders
and professionals have over 30 years' experience in the financial services
industry investing and advising on over $250 billion of transactions in the
US, Europe, and Asia.

 

Enquiries

Camarco (Media) - +44 20 3757 4994

Jennifer Renwick

jennifer.renwick@camarco.co.uk

Rothschild & Co (Financial Adviser) - +44 20 7280 5000

Edward Duckett

Ashley Gillard

Important notice related to financial adviser

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for the Bidder and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than the Bidder for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement.

Takeover Code Note

On 19 November 2021, Gopher Investments ("Gopher"), an affiliate of the
Bidder, confirmed that it had no intention of making an offer for Playtech
and, as a result of that announcement, 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 on
Rule 2.8, 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.

Playtech has released the Bidder from the Restrictions on the basis set out in
this paragraph. In accordance with Paragraph 3 of Practice Statement 28,
published by the Panel Executive and entitled "Rules 2.8 and 35.1 - Entering
Into Talks During a Restricted Period", until such time as the Restricted
Period has expired, there is no requirement to specify a deadline by which the
Bidder must either announce a firm intention to make an offer in accordance
with Rule 2.7 of the Code or to announce that it does not intend to make such
an offer. This is because the Bidder remains subject to the Restrictions until
the end of the Restricted Period and, as a result, Playtech is able to
terminate the discussions with the Bidder at any time, at which point the
Restrictions would be re-imposed on the Bidder 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 the Bidder 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 such an offer, then the Board of Playtech, 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.

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) 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, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) 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.

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).

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 (http://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.

 

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at https://ttbpartners.com (https://ttbpartners.com)
by no later than 12 noon (London time) on the business day following the date
of this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an 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, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Playtech who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Playtech who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.

 

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