THIS ANNOUNCENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
12 November 2014
Playtech Plc Convertible Bond Offering (the "Offering")
Playtech plc (the "Company", "Playtech") today announces the launch of an offering (the "Offering") of approximately €315 million of senior, unsecured convertible bonds due 2019 (the "Bonds").
The net proceeds of the Offering are intended to be used for pursuing acquisitive and organic opportunities for Playtech in line with its strategy. Playtech's Board believes there are a number of opportunities ahead that will create significant value to shareholders.
The Bonds will be issued by PT (Jersey) Limited, a wholly-owned subsidiary of the Company incorporated in Jersey (the "Issuer"), and will be guaranteed by the Company.
The Bonds, which are expected to have a stated maturity date of 19 November 2019, will be issued at par and are expected to carry a coupon of between 0.125% - 0.875% per annum payable annually in arrear. The Bonds will be convertible into fully paid ordinary shares of the Company (the "Ordinary Shares"). The initial conversion price is expected to be set at a premium of between 25 - 30% to the volume weighted average price of the Ordinary Shares on the London Stock Exchange between launch and pricing on 12 November 2014.
The conversion price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds.
The Ordinary Shares underlying the Bonds represent approximately 9.99% of the Company's issued share capital immediately prior to the Offering.
If not previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at par on 19 November 2019. The Issuer will have the option to redeem all, but not some only, of the Bonds at par together with accrued but unpaid interest at any time (i) after the date falling on or after the third anniversary of the Bonds + 21 days, provided that the volume weighted average price of the Ordinary Shares underlying a Bond in the principal amount of €100,000 (translated into EUR) for a specified period of time shall have equalled or exceeded €130,000 or (ii) if 15% or less of the principal amount of the Bonds originally issued remains outstanding.
The final terms of the Bonds are expected to be announced today and settlement is expected to take place on or about 19 November 2014 (the "Closing Date").
Application is expected to be made to list and trade the Bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (or such other internationally recognised stock exchange) within three months following the Closing Date.
UBS Investment Bank is acting as Sole Global Coordinator and Bookrunner, and Joh. Berenberg, Gossler & Co. KG is acting as Co-bookrunner.
About Playtech
Playtech develops unified software platforms and content for the online and land-based gaming industry, together with providing a range of ancillary services such as marketing, CRM services and hosting.
The Company's capabilities enable the delivery of an integrated software or turnkey solution, with players accessing online, broadcast, mobile and server-based gaming terminals through a single account.
Founded in 1999, Playtech is listed on the London Stock Exchange and has more than 3,600 employees located in twelve countries. Its leading gaming applications include casino, bingo, poker, sports betting, live, mobile and social gaming, casual and fixed odds games.
For further information contact:
Playtech plc +44 (0)20 7861 3232
Mor Weizer, Chief Executive Officer
Ron Hoffman, Chief Financial Officer
c/o Bell Pottinger
Adam Kay, Head of Investor Relations +44 (0)20 7428 1776
Bell Pottinger
David Rydell / Olly Scott +44 (0)20 37722 500
DISCLAIMER
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form part of an offer to sell securities or the solicitation of any offer to subscribe for otherwise buy any securities to any person in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this announcement have not been and will not be registered in the United States under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States, absent registration or exemption from registration under the US Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the securities in the United States, Australia, Canada, Japan or South Africa.
This communication is directed only at qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are persons falling within Article 49(2)(a) to (e) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
UBS Investment Bank and Joh. Berenberg, Gossler & Co. KG (together the "Bookrunners") are acting exclusively on behalf of the Company and no one else in connection with the Offering and will not be responsible to any other person for providing the protections afforded to clients of each Bookrunner or for providing advice in relation to the Offering, the Bonds or any other transaction, matter or arrangement referred to in this announcement.
Each of the Company, the Issuer, the Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments, This announcement does not constitute a recommendation concerning the Bonds. The value of the Bonds can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Bonds for the person concerned.
In connection with the Offering, the Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the Bonds or the Company or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Bookrunners and any of their respective affiliates acting as investors for their own accounts. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
