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RNS Number : 5052A
Playtech PLC
02 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.

 

FOR IMMEDIATE RELEASE

2 February 2022

 

RECOMMENDED CASH OFFER

 

for

 

Playtech plc

 

by

 

Aristocrat (UK) Holdings Limited ("Bidco")

 

a wholly owned subsidiary of Aristocrat Leisure Limited ("Aristocrat")

 

Results of Court Meeting and General Meeting and Lapsing of Scheme

 

Earlier today, Playtech Plc ("Playtech" or the "Company") convened the Court Meeting and General Meeting in connection with the recommended cash offer made by Bidco (a wholly owned subsidiary of Aristocrat) (the "Aristocrat Offer"). The total votes in favour of the resolutions were 56.13% at the Court Meeting and 54.68% at the General Meeting, which were below the minimum threshold (75% of those shares voted) needed to approve the resolutions. Accordingly, the acquisition of Playtech by Bidco has been terminated and the Scheme has lapsed.

 

As a result, Playtech is no longer in an offer period as defined by the City Code on Takeovers and Mergers (the "Code").

 

Voting Results of the Court Meeting

 

The table below sets out the results of the poll at the Court Meeting. Each Playtech Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

 

Results of Court Meeting

No. of Scheme Shares voted

% of Scheme Shares voted*

No. of Playtech Shareholders who voted*

% of Playtech Shareholders who voted*

No. of Scheme Shares voted as % of issued ordinary share capital* **

For

140,451,366

56.13%

174

82.46%

45.85%

Against

109,772,917

43.87%

37

17.54%

35.83%

Total

250,224,283

100%

211

100%

81.68%

 

* Rounded to two decimal places

 

** Excluding the 2,937,550 treasury shares in issue

 

Voting Results of the General Meeting

 

The table below sets out the results of the poll at the General Meeting. Each Playtech Shareholder, present in person or by proxy, was entitled to one vote per Playtech Share held at the Voting Record Time.



 

 


For**

Against

Total

Withheld

***

Special Resolution

No. of votes

% of votes*

No. of votes

% of votes*

No. of votes

No. of votes

Approval of the implementation of the Scheme, including amendments to the articles

130,311,885

54.68%

108,006,063

45.32%

238,317,948

20,126

 

The total number of Playtech Shares in issue at the Voting Record Time was 309,294,243 of which 2,937,550 were treasury shares. Consequently, the total voting rights in Playtech at the Voting Record Time were 306,356,693.

 

* Rounded to two decimal places

 

** Includes discretionary votes

 

*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.

 

Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document published on 12 November 2021 in relation to the Aristocrat Offer.

 

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

 

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.

 

Publication on website

 

Copies of this Announcement and the Scheme Document will be made available on Playtech's website at https://www.Playtech.com/ and Aristocrat's website at https://power-of-play.com/ (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), respectively by no later than 12 noon (London time) on the Business Day following the publication of this Announcement. For the avoidance of doubt, the contents of these websites are not incorporated into, and do not form part of, this Announcement.

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