27 June 2017
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR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.
Increase and Result of Secondary Placing
Further to the announcement on 26 June 2017 regarding a proposal by Brickington Trading Limited ("Brickington") to sell 32.0 million ordinary shares in Playtech plc ("Playtech" or the "Company"), the Company announces that it has been notified that Brickington has sold 36.5 million ordinary shares at a price of 924 pence per ordinary share (the "Placing").
The Company understands that due to strong investor demand, Brickington agreed with the Bookrunners to increase the size of the Placing to 36.5 million ordinary shares, representing approximately 11.5 per cent. of the issued share capital of the Company. The Placing is expected to settle on a T+2 basis, on 29 June 2017. The Company is not party to the Placing and will not receive any proceeds from the Placing.
Following the Placing, Brickington retains a beneficial interest in approximately 20.1 million ordinary shares, representing approximately 6.3 per cent. of the voting rights of the Company. 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 Limited ("UBS") as well as customary exceptions.
The Placing was conducted via an accelerated bookbuild through Goodbody Stockbrokers UC ("Goodbody"), UBS and Shore Capital Stockbrokers Limited ("Shore Capital") (together, 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.
Capitalised terms used but not defined in this announcement have the same meaning as those set out in the announcement on 26 June 2017.
For further information contact:
Mor Weizer, CEO
Andrew Smith, CFO
c/o Bell Pottinger
James Newman, Head of Investor Relations
+44 (0) 20 3772 2500
+44 (0) 162 464 5954
Goodbody Stockbrokers UC
Joint Bookrunner and Joint Corporate Broker to Playtech plc
+44 (0) 20 3841 6220/
+353 1 667 0420
Shore Capital Stockbrokers Limited
+44 (0) 20 7408 4090
+44 (0) 20 7567 8000
+44 (0) 20 3772 2500
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, Goodbody, UBS, Shore Capital 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, Goodbody, UBS, Shore Capital 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, Goodbody, UBS and Shore Capital 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 Goodbody, UBS, Shore Capital 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.
Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central Bank of Ireland. In the United Kingdom, Goodbody is authorised and subject to limited regulation by the Financial Conduct Authority.
UBS Limited is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.
Shore Capital Stockbrokers Limited is authorised and regulated in the United Kingdom by the Financial Conduct 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.
This information is provided by RNS