PLUS500 SHAREHOLDERS APPROVE RECOMMENDED CASH ACQUISITION BY PLAYTECH PLC
Results of Special General Meeting and Withholding Tax update
On 1 June 2015, the Boards of Playtech plc ("Playtech") and Plus500 Ltd ("Plus500") announced that they had reached agreement regarding the terms of a recommended cash acquisition through which the entire issued ordinary share capital of Plus500 will be acquired by Playtech by means of a merger under the Israeli Companies Law (the "Acquisition").
Plus500 is pleased to announce that the Acquisition was today approved at the Special General Meeting ("SGM") of the Plus500 shareholders by an overwhelming majority of 93.4% of the votes cast at the SGM, representing 71.8% of Plus500's total voting power. The approval satisfies the two voting threshold requirements for the approval of the Acquisition:
· A majority of the total voting power of Plus500; and
· A majority of the votes cast at the SGM by shareholders who are not affiliated with the Playtech Group or with any shareholder holding 25% or more of the issued share capital of Playtech.
Completion of the Acquisition remains conditional on satisfying a number of conditions including receipt of regulatory approvals and antitrust clearance and the approval of Playtech's shareholders, as detailed in the Information Statement posted to Shareholders on 11 June 2015. The Playtech Circular and Notice of General Meeting is expected to be published shortly. It is expected that these conditions will be satisfied by the end of September 2015.
Further to the Information Statement posted to Shareholders on 11 June 2015, Plus500 has obtained a Tax Ruling (the "Tax Ruling") from the Israeli Tax Authority ("ITA"), which provides that no Israeli tax shall be withheld from the proceeds that are to be received by non-Israeli resident shareholders of Plus500 upon the sale of their Plus500 shares in the Acquisition, provided that each such shareholder can meet certain identification requirements set by the ITA.
Each certificated shareholder and DI Holder of Plus500 will receive (directly or through his broker, as applicable) a copy of a declaration form in the form prescribed by the ITA (the "Declaration Form") together with detailed instructions for completing and mailing the Declaration Form to ensure they are able to benefit from the Tax Ruling. Further details of this process will be released in due course.
Unless otherwise defined herein, capitalized terms in this announcement have the meanings ascribed to them in the Information Statement posted to Shareholders on 11 June 2015.
For further information please contact:
Plus500 Ltd +972 4 8189503
Elad Even-Chen, Finance Director, VP Business Development and Head of Investor Relations
[email protected]
Liberum - Nomad and Broker +44 20 3100 2222
Clayton Bush, Christopher Britton, Josh Hughes
MHP Communications +44 20 3128 8100
Reg Hoare, Tim Rowntree, Adam Leviton
[email protected]
About Plus500
Company website: www.plus500.com
Plus500 has developed and operates an online trading platform for retail customers to trade CFDs internationally over more than 2,000 different underlying global financial instruments comprising equities, ETFs, foreign exchange, indices and commodities. The Company enables retail customers to trade CFDs in more than 50 countries. The trading platform is accessible from multiple operating systems (Window, smartphones (iOS, Android and Windows Phone) and tablets (iOS, Android and Surface)) and the internet. The Directors believe that the success of the Company to date has been primarily due to the proprietary technology it has developed and continues to develop to support the trading platform. The trading platform has been designed to be as intuitive and easy to use as possible. The trading platform has been localised into over 31 languages. The Directors believe that this emphasis on technology, together with the Company's targeted online marketing strategy, has helped to differentiate the Company from its competitors.
