5 March 2014
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Playtech plc (the "Company")
Increase and Result of Secondary Placing and Establishment of an Employee Benefit Trust
On Tuesday 4 March 2014, the Company announced that it had been advised of Brickington Trading Limited's ("Brickington") proposal to sell approximately 29.3 million ordinary shares in the Company (the "Placing Shares") at a price of 725 pence per ordinary share (the "Placing Price") via an accelerated book build (the "Placing") managed by Canaccord Genuity Limited ("Canaccord Genuity"), Shore Capital Stockbrokers Limited ("Shore Capital") and UBS Investment Bank ("UBS") (together the "Bookrunners").
The Company is pleased to announce that it has been advised that, due to overwhelming demand from existing and new investors, Brickington agreed with the Bookrunners to increase the size of the Placing to 45.0 million shares at the Placing Price (the "Enlarged Placing") which Brickington has notified the Company have been sold to new and existing investors.
Following the Placing, Brickington retains a beneficial interest in 98,645,782 Ordinary Shares, representing 33.6 per cent. of the Company's issued share capital. Brickington has agreed not to make any further disposals of Ordinary Shares for a period of at least 12 months, other than with the consent each of Canaccord Genuity, Shore Capital and UBS.
The Company is also pleased to announce that it has established an employee benefit trust ("EBT") in order to satisfy the vesting of existing and future option grants to Playtech group employees. The Company confirms that Roxwell Investments Limited (a wholly owned subsidiary of the Company) in its capacity as the initial trustee of the EBT has acquired 5,517,241 Ordinary Shares from Brickington at the Placing Price, as part of the Enlarged Placing, representing approximately 1.9 per cent. of the Company's issued share capital. This transaction is a smaller related party transaction, as defined in LR 11.1.10 of the UK Listing Authority's Listing Rules. For the purposes of DTR3, the Company's executive directors and other persons discharging managerial responsibility have an interest in such shares solely on the basis that they are potential discretionary beneficiaries of the EBT.
In addition, Mor Weizer, the Company's CEO and Ron Hoffman, the Company's CFO, have acquired 36,000 ordinary shares and 10,000 ordinary shares respectively in the Enlarged Placing.
For further information contact:
Playtech plc
Mor Weizer, CEO
Ron Hoffman, CFO
c/o Bell Pottinger +44 (0)20 7861 3232
Adam Kay, Head of IR +44 (0)1624 645954
Canaccord Genuity Limited - Joint Bookrunner + 44 (0) 20 7523 8350
Piers Coombs
Bruce Garrow
Shore Capital - Joint Bookrunner + 44 (0) 20 7408 4090
Simon Fine
Malachy McEntyre
UBS - Joint Bookrunner
Francois-Olivier Mercier +44 (0) 7568 7504
Tomer Jacob +972 99 600102
Bell Pottinger - Financial PR advisers + 44 (0)20 7861 3232
David Rydell
Olly Scott
Guy Scarborough
Charlotte Offredi
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); and (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.
The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Brickington, Canaccord Genuity, Shore Capital, UBS or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.
The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Brickington, Canaccord Genuity, Shore Capital, UBS or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Brickington, Canaccord Genuity, Shore Capital and UBS to inform themselves about and to observe any applicable restrictions.
No representation or warranty express or implied is, or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity, Shore Capital, UBS or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Canaccord Genuity, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, which has been instructed by Banque Hapoalim (Switzerland) Ltd. who is acting only for Brickington in connection with the Placing, will not be responsible to anyone other than Banque Hapoalim (Switzerland) Ltd. for providing the protections offered to the clients of Canaccord Genuity, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
Shore Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, which has been instructed by Banque Hapoalim (Switzerland) Ltd. who is acting only for Brickington in connection with the Placing, will not be responsible to anyone other than Banque Hapoalim (Switzerland) Ltd. for providing the protections offered to the clients of Shore Capital, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
UBS is acting only for Brickington in connection with the Placing and will not be responsible to anyone other than Brickington for providing the protections offered to the clients of UBS, nor for providing advice in relation to the Placing or any matters referred to in this announcement.
