THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE. PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
This announcement is not an offer of securities for sale in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the final offering circular intended to be published by Playtech plc on or about 5 March 2019 (the "Offering Circular") in connection with the proposed admission of the securities referred to herein to trading on the Global Exchange Market of Euronext Dublin. Copies of the Offering Circular will, following publication, be available for inspection from the registered office of Playtech plc at St George's Court, Upper Church Street, Douglas, IM1 1EE, Isle of Man, and on the website of Euronext Dublin.
Playtech PLC
("Playtech" or the "Group")
Playtech successfully prices €350 million bond offering
1 March 2019
Playtech is pleased to announce that it has successfully priced €350 million 4.25 per cent. senior secured notes due 2026 (the "New Notes"). The New Notes have been assigned an issue rating of BB by S&P Global Ratings Europe Limited, UK Branch and Ba2 by Moody's Investors Service Ltd.
The net proceeds of the issue of the New Notes will be used to redeem on maturity all of the then outstanding €297 million senior convertible bonds ("Convertible Bonds") due November 2019 (and/or, prior thereto, to purchase and cancel some or all of the outstanding Convertible Bonds) and pay accrued interest thereon, with the remainder used for general corporate purposes.
Details of the New Notes will be set out in the Offering Circular. Application will be made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the Notes to be admitted to the Official List of Euronext Dublin and to trading on the Global Exchange Market which is the exchange-regulated market of Euronext Dublin. The Notes are expected to settle on 7 March 2019.
Following the issue of the New Notes and redemption of the Convertible Bonds, the Group's only material outstanding borrowings in addition to the New Notes will be the €530 million 3.75 per cent. senior secured notes due 2023. Playtech also maintains a €272 million revolving credit facility which is currently undrawn.
Banco Santander, S.A., NatWest Markets Plc, UBS AG, London Branch and UniCredit Bank AG are acting as joint active bookrunners on the transaction, and Citigroup Global Markets Limited is acting as passive bookrunner on the transaction. ABN AMRO Bank N.V., The Governor and Company of the Bank of Ireland and Goodbody Stockbrokers UC are acting as co-managers on the transaction.
Please refer to the Offering Circular for the description of Playtech and its business.
For further information please contact:
Playtech plc +44 (0) 16 2464 5954
Chris McGinnis, Director of Investor Relations & Strategic Analysis
James Newman, Director of Corporate Affairs
Headland (PR adviser to Playtech) +44 (0) 20 3805 4822
Lucy Legh
Stephen Malthouse
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Regulatory notice
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Playtech or any related company nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contractual commitment or investment decision in relation thereto nor does it constitute a recommendation regarding any securities.
Any decision to purchase the securities referred to in this announcement, if any, should be made solely on the basis of information contained in an offering circular to be published in relation to such securities. No reliance may be placed for any purpose whatsoever on the information contained in this announcement, or any other material discussed verbally, or on its completeness, accuracy or fairness. This announcement does not constitute a recommendation regarding any securities by Playtech.
This announcement is not an advertisement for the purposes of the applicable measures implementing Directive 2003/71/EC as amended, including by Directive 2010/73/EU (the "Prospectus Directive"). An offering circular will be prepared in relation to the offering of the securities referred to in this announcement but it will not be prepared pursuant to the Prospective Directive and no prospectus within the meaning of the Prospectus Directive will be produced.
This announcement has not been approved by the UK Financial Conduct Authority. This announcement is only being distributed to and is only directed at persons who meet the requirements of the following paragraph and who are (i) persons outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication may relate is only available to, and any invitation, offer, or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET & PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The target market assessment in respect of the securities referred to in this announcement has led to the conclusion that the target market of the securities referred to in this announcement is eligible counterparties and professional clients only (each as defined in Directive 2014/65/EU (as amended, "MiFID II")). The securities referred to in this announcement are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended) for offering or selling the securities referred to in this announcement or otherwise making them available to retail investors in the EEA has been prepared.
The recipients of this announcement should not engage in any behaviour in relation to qualifying investments or related investments (as defined in the Financial Services and Markets Act 2000 (FSMA) and the Code of Market Conduct made pursuant to FSMA) which would or might amount to market abuse for the purposes of FSMA nor any other activities which would or might amount to market abuse or insider dealing for the purposes of any other applicable laws or regulations.
Neither this announcement nor any copy of it may be taken or transmitted into, or distributed, directly or indirectly in, the United States of America, its territories or possessions. This announcement is not a public offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Playtech does not intend to register any portion of the proposed securities offering under the applicable securities laws of the United States, or conduct a public offering of any securities in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The distribution of this announcement in other jurisdictions may also be restricted by law, and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
The announcement is not for publication, release or distribution in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction. Failure to comply with this notice may result in violation of securities law of the relevant jurisdiction.
