Aristocrat Leisure Limited

8 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Aristocrat Leisure Limited ("Aristocrat")

Statement regarding Possible Offer for Playtech plc ("Playtech")
by Gopher Investments ("Gopher")

Aristocrat Leisure Limited ("Aristocrat") notes the announcement by Playtech plc ("Playtech") that it has received a preliminary approach from Gopher Investments ("Gopher") seeking access to certain due diligence information, which Playtech has provided in accordance with the UK Takeover Code. There is no certainty that Gopher's approach will result in an offer for Playtech, nor as to the terms on which any offer may be made.

On 17 October 2021 the Boards of Aristocrat and Playtech announced a recommended acquisition of Playtech by Aristocrat for 680 pence in cash for each Playtech share held.

The recommended acquisition follows extensive engagement between Aristocrat and Playtech since April 2021 and represents a firm offer for Playtech shareholders, subject to customary conditions.

Aristocrat's long-term engagement with regulators across key gaming jurisdictions, together with strong financial fundamentals, deep customer relationships and established presence in global gaming markets, positions Aristocrat to complete the transaction as planned in the second quarter of calendar year 2022. Aristocrat believes that this will provide certain value to Playtech shareholders, while the combined group will also provide greater opportunities to Playtech employees. 

The recommended acquisition values the entire issued and to be issued share capital of Playtech at approximately £2.1 billion (AUD 3.9 billion) on a fully diluted basis and £2.7 billion (AUD 5.0 billion) on an enterprise value basis.

Since 17 October 2021, Aristocrat and Playtech have been working to implement the recommended acquisition.

Playtech intends to publish the Scheme Document shortly, with notices convening the relevant shareholder meetings to approve the recommended acquisition. Aristocrat will continue to work with Playtech to progress the recommended acquisition and urges Playtech shareholders to vote in favour of the Aristocrat recommended acquisition at the shareholder meetings when the Scheme Document has been published.

In accordance with the UK Takeover Code, the UK Takeover Panel will announce the deadline by which Gopher must clarify its intentions in relation to Playtech. Aristocrat will provide this and any further updates as and when necessary.

The person responsible for arranging for the release of this announcement on behalf of Aristocrat is Kristy Jo, Company Secretary.

Enquiries:

Sources & Bases:

The enterprise value of Playtech implied by the value of the acquisition is £2,696 million, which is based on:

·    the total acquisition value of £2,124 million; and

·    Playtech net debt, after deducting adjusted gross cash and excluding cash in assets held for sale, of €678 million as reported in Playtech's results for the six-month period ended 30 June 2021, prepared in accordance with IFRS.

About Aristocrat Leisure Limited

Aristocrat Leisure Limited (ASX: ALL) is a leading global gaming content and technology company and top-tier mobile games publisher, with more than 6,500 employees in over 20 locations around the world.  Aristocrat offers a diverse range of products and services including electronic gaming machines, casino management systems and free-to-play mobile games. The company's regulated gaming products are approved for use in more than 300 licensed jurisdictions and are available in more than 80 countries. For further information visit https://power-of-play.com/.

Important Notices

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting exclusively for Aristocrat and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Aristocrat for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Publication on Website

A copy of this announcement will also be made available on Aristocrat's offer website at https://power-of-play.com/ by no later than 12 noon (London time) on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.