Update on Finalto sale process and General MeetingSource: RNS
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9 July 2021
Update on Finalto sale process and General Meeting
Playtech plc ("Playtech" or the "Company") announced on 26 May 2021 that it had successfully entered into a binding agreement (the "SPA") for the sale of its financial trading division ("Finalto") to a consortium buyer (the "Consortium") for cash proceeds of up to US$210 million (the "Consortium Offer"). Completion of the Consortium Offer is conditional on the approval of the disposal by shareholders at the general meeting (the "General Meeting") and the approval of certain regulatory authorities in respect of the change of control. The associated circular to shareholders with respect to the Consortium Offer was published on 24 June 2021.
Since the initial announcement by Gopher Investments ("Gopher") on 2 July 2021 of its indicative non-binding conditional offer to acquire Finalto for US$250 million, Playtech has consulted with a large proportion of its major shareholders. As a result of these discussions the Company intends to adjourn the General Meeting which has been convened for 15 July 2021 to allow both the Board and shareholders to further consider recent developments. It is currently intended that there will be a two week adjournment such that the Company will hold an adjourned general meeting to consider the Consortium Offer at 10 a.m. on 29 July 2021. Further announcements will be made in due course.
As announced previously, both Playtech and the Consortium are bound by the restrictions agreed as part of the SPA, which includes not engaging in negotiations with any third party regarding a potential transaction involving the sale of Finalto, as is customary for transactions of this nature. For the avoidance of doubt, the adjournment of the General Meeting does not change these restrictions.
The indicative proposal from Gopher is non-binding and is subject to a number of conditions, therefore there can be no certainty that the transaction proposed by Gopher would proceed to signing or completion. As stated above, the Consortium Offer has been signed and is binding, but remains subject to shareholder and regulatory approval, and as such there can be no certainty that the Consortium Offer will proceed to completion.
Playtech plc +44 (0) 1624 645 954
Chris McGinnis, Director of Investor Relations & Strategic Analysis
James Newman, Director of Corporate Affairs
UBS Investment Bank (Financial Adviser and Joint Sponsor to Playtech) +44 (0) 20 7567 8000
Rahul Luthra / Sandip Dhillon / Ben Crystal
Goodbody Stockbrokers (Corporate Broker and Joint Sponsor to Playtech) +353 1 667 0400
Piers Coombs / Charlotte Craigie / Stephen Kane
Headland (PR adviser to Playtech) +44 (0) 20 3805 4822
Lucy Legh / Stephen Malthouse / Jack Gault
Founded in 1999 and premium listed on the Main Market of the London Stock Exchange, Playtech is a market leader in the gambling and financial trading industries with c.6,400 employees across 24 countries.
Playtech is the gambling industry's leading technology company delivering business intelligence driven gambling software, services, content and platform technology across the industry's most popular product verticals, including, casino, live casino, sports betting, virtual sports, bingo and poker. It is the pioneer of omni-channel gambling technology through its integrated platform technology, Playtech ONE. Playtech ONE delivers data driven marketing expertise, single wallet functionality, CRM and responsible gambling solutions across one single platform across product verticals and across retail and online.
Playtech partners with and invests in the leading brands in regulated and newly regulated markets to deliver its data driven gambling technology across the retail and online value chain. Playtech provides its technology on a B2B basis to the industry's leading retail and online operators, land-based casino groups and government sponsored entities such as lotteries. Playtech directly owns and operates Snaitech, the leading sports betting and gaming company in online and retail in Italy.
Finalto is a specialist in B2C and B2B multi-channel trading software and services. The Finalto Business' B2C offering, operating the brand Markets.com, is an established online contracts for difference ("CFDs") broker where customers can trade shares, indices, currency and commodity CFDs rapidly and securely on its trading platforms.
The Finalto Business' B2B offering consists of:
a) clearing and execution services for other retail brokers and professional clients, through Finalto Financial Services Limited (formerly CFH Clearing Limited), where the Finalto Business acts as a matched-principal liquidity provider and straight through processes the trades to prime brokers and clearing houses;
b) clearing and execution for other retail brokers, where the Finalto Business acts as the execution venue and market-maker; and
c) technology and risk management services, where the Finalto Business provides platform, client relationship management, reporting and risk-management technology to the retail broker market.
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS AG London Branch is acting exclusively as financial adviser to Playtech plc and no one else in connection with the process. In connection with such matters, UBS AG London Branch will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the process, the contents of this announcement or any other matter referred to herein.
Goodbody is authorised and regulated by the Central Bank of Ireland, and is also subject to regulation by the Financial Conduct Authority. Goodbody is acting exclusively for Playtech and for no one else in connection with the process and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the process or any other matter referred to in this announcement and will not be responsible to anyone other than Playtech for providing the protections afforded to its clients or for giving advice in relation to the process or any other matter referred to in this announcement.