Supplementary Circular & Notice of General MeetingSource: RNS
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.
THE COMPANY HAS PUBLISHED A CIRCULAR AND SUPPLEMENTARY CIRCULAR IN CONNECTION WITH THE TRANSACTION. ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE CIRCULAR AND SUPPLEMENTARY CIRCULAR.
FOR IMMEDIATE RELEASE
2 August 2021
Publication of Supplementary Circular and Notice of Adjourned General Meeting
Further to the announcement made on 15 July 2021, Playtech plc ("Playtech" or "the Company") announces today that it has posted the supplementary circular to shareholders (the "Supplementary Circular"), which contains a notice that the adjourned General Meeting to approve the Disposal of Finalto (the "Resolution") will be resumed at 10 a.m. on 18 August 2021 (the "Adjourned General Meeting").
A Form of Proxy for the General Meeting accompanied the original circular published on 24 June 2021 (the "Original Circular").
Shareholders who have already submitted a Form of Proxy for the General Meeting and wish to change their voting instruction, can obtain a new Form of Proxy either (i) by contacting the Company's registrars, Computershare Investor Services (Jersey) Limited at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or on 0370 707 4040 or (ii) by downloading a blank pdf Form of Proxy which will be available on Playtech's website at http://www.investors.playtech.com/shareholder-information/general-meeting.aspx. Shareholders who have already submitted their proxy electronically at www.investorcentre.co.uk/eproxy and wish to change their voting instruction, may do so by submitting a revised Form of Proxy electronically at www.investorcentre.co.uk/eproxy. Shareholders who hold their Ordinary Shares in CREST and have already submitted instructions through the CREST electronic proxy appointment service and wish to change their voting instruction, may do so by submitting a revised instruction through CREST, following the procedures set out in the Notice of General Meeting included at the end of the Original Circular.
Shareholders who have already submitted a Form of Proxy for the General Meeting and do not wish to change their voting instruction do not need to take any further action as their Form of Proxy will continue to be valid in respect of the Adjourned General Meeting.
If Shareholders are yet to submit the Form of Proxy for the General Meeting sent with the Original Circular, it is very important that the Form of Proxy is completed and returned to ensure the outcome of the adjourned General Meeting reflects the wishes of the Shareholders.
The Board's stated strategy remains to simplify Playtech's business and to dispose of Finalto for the maximum available proceeds. The proposal received from Gopher Investments ("Gopher") is uncertain in terms of its deliverability, principally because it is not binding in nature and remains subject to a number of conditions. Under the restrictions in the sale and purchase agreement entered into with the Consortium on 26 May 2021 (which include the Company not encouraging, soliciting or responding to an approach from another party to purchase Finalto), the Company is not entitled to directly engage with Gopher. However, at the request of the Company to so engage, the Consortium granted permission for the Company to raise a limited set of clarificatory questions, which were focussed on determining the ultimate ownership and funding structure, source of funds of Gopher and its ability to obtain the required regulatory clearances. Gopher provided some initial responses to those questions and, again with the Consortium's consent, Playtech sent some further questions to request additional clarity. Over the last three weeks, Playtech and Gopher have had dialogue on the basis upon which Gopher would be prepared to provide this additional information, but the Company has not received responses to these additional questions. This means Playtech has not yet been able to achieve the necessary clarity on Gopher's ultimate ownership and funding structure, source of funds or ability to obtain the required regulatory clearances.
Accordingly, the Board is currently not in a position to change its recommendation to Shareholders in respect of the Disposal and the Resolution as set out in the Original Circular.
In light of the ongoing COVID-19 pandemic, the Board has decided that shareholders are not able to attend the Adjourned General Meeting in person. As such, members are strongly encouraged to appoint the Chairman of the Adjourned General Meeting to act as their proxy as any other named person will not be permitted to attend the meeting. Further information on how to vote by proxy can be found in the Notice of Adjourned General Meeting.
The Supplementary Circular and the Notice of Adjourned General Meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Original Circular, the Supplementary Circular and the Notice of Adjourned General Meeting will also be available for viewing on Playtech's website at http://www.investors.playtech.com/shareholder-information/general-meeting.aspx.
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.
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.