RECOMMENDED CASH ACQUISITION OF PLUS500 LTD BY PLAYTECH PLC
Playtech Plc Shareholder Approval, Withholding Tax and Settlement Update
Playtech Plc Shareholder Approval
Plus500 Ltd ("Plus500" or the "Company") notes the results of the Playtech Plc ("Playtech") General Meeting held today in connection with the recommended cash acquisition of Plus500 and is pleased that the Merger has now received the support of both Playtech and Plus500 shareholders.
Upon closing of the Merger, which remains subject to the satisfaction of certain conditions outlined in the Information Statement, primarily the receipt of regulatory approvals and any required antitrust clearance, each Plus500 Share that was issued and outstanding immediately prior to the effective time of the Merger will be converted into the right to receive the Merger Consideration (being a cash payment in the amount of £4.00, without interest, subject to all applicable tax withholdings). The Merger is expected to complete no later than 30 September 2015. Further updates will be made in due course
Withholding Tax
As explained in the Information Statement, according to Israeli Law the payment of the Merger Consideration to Shareholders is subject to withholding of Israeli taxes. However, Plus500 has obtained a Withholding Tax Ruling (the "Tax Ruling") from the Israeli Tax Authority ("ITA") which allows:
(i) for non-residents of Israel who purchased their shares on or after 24 July 2013 (being the date of Plus500's initial public offering on AIM), to be paid the Merger Consideration exempt from Israeli withholding tax, or
(ii) for banks, brokers or financial institutions that are "resident of Israel" within the meaning of that term in Section 1 of the Israeli Income Tax Ordinance [New Version], 1961 (the "Ordinance"), or Israeli members of the Tel Aviv Stock Exchange ("TASE") holding Plus500 Shares solely on behalf of beneficial shareholder(s), and are subject to the provisions of the Ordinance and the regulations promulgated thereunder relating to the withholding of Israeli tax, to be paid the Merger Consideration exempt from Israeli tax withholding. Such Israeli banks, brokers or financial institutions will be responsible for withholding any applicable tax under Israeli law from the Merger Consideration paid by them to the beneficial holders who hold their Plus500 Shares through them.
To the extent entitled, in order to qualify for an exemption from Israeli tax withholding under the Tax Ruling, Shareholders must complete and sign a declaration form in the form prescribed by the ITA (the "Declaration Form"). The Declaration Form must be completed by the ultimate beneficial holder of the Plus500 Shares to which it relates, except for Plus500 Shares that are held by an Israeli bank, broker or financial institution, or Israeli members of the TASE solely on behalf of beneficial shareholder(s), in which case the declaration must be completed by such Israeli bank, broker or financial institution, or Israeli members of the TASE, as applicable.
By mid-September the Company intend to send each registered holder and Depository Interests Holder of Plus500 (directly or through his broker, as applicable) a copy of the Declaration Form together with detailed instructions for completing and mailing the Declaration Form to allow them to benefit from the Tax Ruling.
Upon delivery of a duly signed Declaration Form and subject to the information disclosed within it, Shareholders may be exempt from Israeli withholding tax on the payment of the Merger Consideration.
Settlement Update
To assist with the distribution of the Merger Consideration to Shareholders, Plus500 has appointed Capita Asset Services ("Capita") as the Paying Agent for the Merger and ESOP Management and Trust Services Ltd. ("ESOP") as withholding agent with respect to Israeli tax withholding matters.
Plus500 has arranged for the payment of the Merger Consideration to Shareholders to be carried out according to settlement cycles and anticipate having eight distinct settlement dates. The reason for having a rolling cycle of settlement dates is to ensure that those Shareholders who return their Declaration Form promptly do not have to wait for an extended period before receiving their Merger Consideration.
Shareholders who provide the necessary Declaration Form, properly completed, to their Nominee (or, for Shareholders who hold their Plus500 Shares in certificated form, to Capita), will receive the full amount of their Merger Consideration (subject to Israeli tax withholding if applicable) on the next applicable settlement date occurring following the receipt and approval of their Declaration, provided that the Nominee sends the Declaration Form to Capita in sufficient time to be included in the next available settlement.
It is anticipated that the first settlement will occur 2 weeks after closing of the Merger. For Shareholders holding Plus500 Shares as Depository Interests (that is, in CREST) payment of the Merger Consideration will be effected through CREST for the first settlement only. Payment to registered holders of Plus500 Shares, and payment to Depository Interests holders made on the second settlement date and thereafter, will be made via cheques.
For each holder of Plus500 Shares as Depository Interests, the respective Nominee is required to confirm the number of Plus500 Shares beneficially owned by such holder before delivering the Declaration Form to Capita. Such confirmation shall be made only following the closing of the Merger.
Shareholders may send their completed Declaration Forms prior to the closing of the Merger, however only Plus500 Shares issued and outstanding immediately prior to closing of the Merger will be converted into the right to receive the Merger Consideration. Therefore should any changes occur to the details provided within a Declaration Form after it is completed and prior to the closing of the Merger (for example - a Shareholder sells some or all of his or her Plus500 Shares), the Declaration Form will not be properly completed, payment of the Merger Consideration may be delayed and such Shareholder may be required to deliver a new Declaration Form.
All Merger Consideration not paid to the holders of Plus500 Shares by the final settlement date, which is likely to occur 6 months following the Closing, will be subject to full withholding of Israeli tax. Such tax will paid as a single amount to the ITA and therefore it is uncertain whether Shareholders would be able to reclaim from the ITA any overpayment of Israeli withholding tax which has occurred as a result of a Shareholder failing to return his or her Declaration Form before the final settlement date.
The Declaration Form together with detailed instructions for completing and mailing the Declaration Form will be sent to Shareholders 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, Charlie Bristow
[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.
