29 November 2016
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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
("Playtech or the "Company")
Proposed Secondary Placing
Playtech plc ("Playtech," or the "Company") today announces that it has been advised that Brickington Trading Limited ("Brickington") is proposing to sell approximately 32.3 million ordinary shares in the Company (the "Placing Shares") via an accelerated bookbuild through UBS Limited ("UBS"), Canaccord Genuity Limited ("Canaccord Genuity") and Credit Suisse Securities (Europe) Limited ("Credit Suisse") (the " Placing").
The Placing Shares represent approximately 10.0 per cent. of the Company's issued share capital. Prior to the Placing, Brickington holds approximately 33.6 per cent of the voting rights of the Company. Following the sale of the Placing Shares, Brickington has agreed not to dispose of any further Playtech shares for a period of at least 180 days, subject to the consent of UBS as well as customary exceptions.
Brickington is a wholly owned subsidiary of a trust of which Playtech's founder, Mr. Teddy Sagi is the ultimate beneficiary and the Placing is being undertaken in order to further diversify its investment portfolio. Brickington and Mr Sagi both continue to remain highly committed to the Company going forward and Brickington will continue to be Playtech's largest single shareholder with a 23.6 per cent. holding if all the Placing Shares are sold. Assuming the Placing is fully subscribed, it will significantly increase Playtech's free float and is expected to allow for increased liquidity in the trading of the Company's ordinary shares.
Brickington has also agreed that the rights afforded to Playtech in its relationship agreement ("Relationship Agreement") with Playtech will remain in place following the Placing such that the Relationship Agreement will now only terminate if the holding of Brickington (together with its associates) falls below 15 per cent. of Playtech's issued share capital. Assuming the Placing proceeds, and the holding of Brickington (and its associates) falls below 30 per cent., Brickington will no longer have the right to appoint two non-executive directors of the Company under the Relationship Agreement. All other provisions of the Relationship Agreement will remain in place.
UBS has been appointed as Sole Global Co-ordinator and Joint Bookrunner and Canaccord Genuity and Credit Suisse have been appointed as Joint Bookrunners (together, the "Bookrunners") in respect of the Placing, which will be launched immediately following this announcement through an accelerated bookbuild, open to certain existing and new investors. The final number of Placing Shares to be placed and the placing price will be agreed by the Bookrunners and Brickington at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Bookrunners.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
For further information contact:
Playtech plc |
+44 (0)20 3772 2500 |
Mor Weizer, CEO |
|
Ron Hoffman, CFO |
|
c/o Bell Pottinger |
|
Andrew Smith, Head of Investor Relations |
+44 (0) 16 2464 5954 |
UBS Limited |
+ 44 (0) 20 7567 8000 |
Sole Global Co-ordinator and Joint Bookrunner Tomer Jacob Francois-Olivier Mercier Alex Bloch Canaccord Genuity Limited |
+ 44 (0) 20 7523 8000 |
Corporate Broker to Playtech and Joint Bookrunner Bruce Garrow |
|
Kit Stephenson Emma Gabriel |
|
Richard Andrews |
|
|
|
Credit Suisse Joint Bookrunner |
+ 44 (0) 20 7888 8888 |
Remi Mennesson Stephane Gruffat Omri Lumbroso |
|
Bell Pottinger |
+44 (0) 20 3772 2500 |
David Rydell |
|
Olly Scott |
|
James Newman |
|
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, UBS, Canaccord Genuity, Credit Suisse 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, UBS, Canaccord Genuity, Credit Suisse 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, UBS, Canaccord Genuity and Credit Suisse 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 UBS, Canaccord Genuity, Credit Suisse 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.
The Bookrunners are each acting exclusively for Brickington in connection with the Placing and no-one else. They will not regard any other person as their respective clients and will not be responsible to anyone other than Brickigton for providing the protections afforded to their respective clients, nor will they be responsible for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.
The Bookrunners and any of their respective affiliates acting as an investor for its own account may participate in the placing on a proprietary basis and in that capacity may retain, purchase or sell for their own account such securities referred to herein. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. The Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
UBS Limited is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
Canaccord Genuity Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority.
Credit Suisse Securities (Europe) Limited is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority.
Forward-looking statements and projections
Certain statements in this press release are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. No one undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not place any undue reliance on forward-looking statements which speak only as of the date of this press release. Statements contained in this press release regarding past trends or events should not be taken as representation that such trends or events will continue in the future.
