TIDMPTEC
RNS Number : 2050J
Playtech PLC
26 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 OF THIS ANNOUNCEMENT.
Playtech plc
Proposed Secondary Placing
Playtech plc ("Playtech" or the "Company") today announces it
has been advised that Brickington Trading Limited ("Brickington")
is proposing to sell approximately 32.0 million shares in the
Company (the "Placing Shares"), representing approximately 10.1 per
cent. of the Company's issued share capital, via an accelerated
bookbuild through Goodbody Stockbrokers UC ("Goodbody"), Shore
Capital Stockbrokers Limited ("Shore Capital") and UBS Limited
("UBS") (the "Placing").
Brickington is a wholly owned subsidiary of a trust of which
Playtech's founder, Mr Teddy Sagi is the ultimate beneficiary. The
Placing is being undertaken to further diversify Mr Sagi and his
family's investment portfolio and, in particular, to help finance a
significantly increased focus on real estate and real estate
related investments in respect of flexible working hubs and
e-commerce.
Brickington currently holds approximately 17.8 per cent. of the
voting rights of the Company and following the Placing will hold
approximately 7.7 per cent. of the Company's issued share capital.
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.
At the time of the secondary placing by Brickington on 29
November 2016 Brickington agreed that its relationship agreement
with Playtech (the "Relationship Agreement") would terminate if
Brickington's holding fell below 15 per cent. of Playtech's issued
share capital. As outlined above and assuming the Placing is fully
allocated, Brickington will hold approximately 7.7 per cent. of the
Company's issued share capital following the Placing. Accordingly,
the Relationship Agreement will be terminated in accordance with
its terms following completion of the Placing. The arrangement
between Mr Sagi and the Company for the provision of advisory
services to the Company for a nominal fee of EUR1 per annum will
remain in place following the Placing.
Goodbody, Shore Capital and UBS have each 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 timing for the close of the bookbuild process,
pricing and allocation 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
Mor Weizer, CEO
Andrew Smith, CFO +44 (0) 20 3772 2500
c/o Bell Pottinger
James Newman, Head of Investor
Relations +44 (0) 162 464 5954
Goodbody Stockbrokers UC
Joint Bookrunner and Joint
Corporate Broker to Playtech
plc
Piers Coombs
David Kearney
Charlotte Craigie +44 (0) 20 3841 6220/
John Flynn +353 1 667 0420
Shore Capital Stockbrokers
Limited
Joint Bookrunner
Simon Fine
Dru Danford +44 (0) 20 7408 4090
UBS Limited
Joint Bookrunner
Tomer Jacob
Francois-Oliver Mercier
Alex Bloch +44 (0) 20 7567 8000
Bell Pottinger
David Rydell +44 (0) 20 3772 2500
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 AMED) (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, Shore Capital, UBS 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, Shore
Capital, UBS 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, Shore
Capital and UBS 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, Shore Capital or UBS 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 Brickington 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.
Shore Capital Stockbrokers Limited is authorised and regulated
in the United Kingdom 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.
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
The company news service from the London Stock Exchange
END
IOEPGUUAQUPMGAQ
(END) Dow Jones Newswires
June 26, 2017 11:52 ET (15:52 GMT)
Playtech (LSE:PTEC)
Historical Stock Chart
From Apr 2024 to May 2024
Playtech (LSE:PTEC)
Historical Stock Chart
From May 2023 to May 2024