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.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.  

FOR IMMEDIATE RELEASE

20 May 2022

Playtech plc

("Playtech" or "the Company")

Update re: Possible Offer

On 3 February 2022, the Board of Playtech (the "Board") confirmed that it had been contacted by TTB Partners Limited on behalf of an investor group to be formed and advised by it ("TTB") requesting that Playtech consent to release TTB from its restrictions under Rule 2.8 of the Code (the "Restrictions") to allow an offer for the Company to be considered.

Absent this release, TTB was bound by the Restrictions for a period of six months, ending 20 May 2022 (the "Restricted Period"). The Independent Committee of the Board of Playtech (the "Independent Committee") notes that the Restricted Period in respect of TTB has expired. 

In accordance with Rule 2.6 of the Code, TTB must by 5.00pm on 17 June 2022, being the 28th day following the end of the Restricted Period, announce (i) its firm intention to make an offer in accordance with Rule 2.7, or (ii) that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

Discussions between the Company and TTB are ongoing and progress continues to be made. There continues to be no certainty that an offer will be made, or the terms on which any offer may be made.  The Independent Committee is conscious that TTB has been considering a possible offer for Playtech for 15 weeks. The Independent Committee continues to explore options for maximising shareholder value, and reiterates the strong performance of the Group, as announced to the market on 5 May 2022, which has continued through the month of April and into the month of May.

This announcement has been made without the prior consent of TTB.  This is not an announcement of a firm intention to make an offer, and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

The person responsible for making this announcement is Chris McGinnis, Director of Investor Relations & Strategic Analysis.

Enquiries:

Playtech

Chris McGinnis, Director of Investor Relations & Strategic Analysis

+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

[email protected]

Important Notice

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any 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, whether pursuant to this announcement or otherwise.

The release, distribution or publication of this announcement in jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

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 announcement.

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 matters set out in this announcement 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 matters set out in this announcement. 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 this announcement, any matter or statement contained herein or otherwise.

Publication of this Announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on the Company's website (www.Playtech.com) by no later than 12 noon (London time) on 23 May 2022. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.