Playtech sets January 12 shareholder vote on Aristocrat buyout offer
Online gaming and financial trading firm Playtech plc (LON:PTEC) has issued a “Publication of Scheme Document” notice relating to the £2.1 billion takeover offer made for the company by Australia’s Aristocrat Gaming (ASX:ALL).
The key “news” element in the filing is that the company has set a shareholder vote to approve the takeover for Wednesday January 12, 2022. We’d note that the takeover requires shareholder approval, and Playtech shareholders have in the recent past rejected board-recommended actions, such as the proposed sale of Playtech’s Finalto division for $210 million earlier this year, to a consortium led by Israeli businessman Zvika Barinboim. The company eventually accepted a higher offer of $250 million for Finalto from Gopher Investments.
And speaking of Gopher Investments, the Hong Kong investor’s recent approach to Playtech and indication that it might make a larger offer than Aristocrat for the entirety of Playtech apparently led Playtech to delay the shareholder vote on accepting Aristocrat’s offer. The company noted that the January 12 date selected – fully two months from today – both allows Gopher Investments sufficient time to “clarify its position”, and ensures that the vote isn’t held during the “festive period”, when many shareholders might otherwise be away.
The Playtech board added that The UK’s Panel on Takeovers and Mergers will announce the deadline by which Gopher must clarify its intentions in relation to Playtech. However it seems that realistically Gopher has up until January 12 to make a higher offer for Playtech, and convince Playtech shareholders not to accept the Aristocrat offer, if indeed they intend to buy the company.
The full text of the notice issued today by Playtech reads as follows:
Publication of Scheme Document
PLAYTECH PLC
12 November 2021
RECOMMENDED CASH ACQUISITION
of
Playtech plc (“Playtech”)
by
Aristocrat (UK) Holdings Limited (“Bidco”)
a wholly owned subsidiary of
Aristocrat Leisure Limited (“Aristocrat”)
On 17 October 2021, the boards of Playtech, Bidco and Aristocrat announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco shall acquire the entire issued and to be issued share capital of Playtech for 680 pence per share in cash (the “Acquisition”), to be effected by means of a Court-sanctioned scheme of arrangement under Part X of the Isle of Man Companies Act 2006 (the “Scheme”).
Publication of the Scheme Document
Playtech is pleased to announce that a circular in relation to the Scheme (the “Scheme Document”), setting out, among other things, a letter from the Chairman of Playtech, the full terms and conditions of the Scheme, a statutory explanatory statement, an expected timetable of principal events, notices convening the Court Meeting and General Meeting and details of the action to be taken by Playtech Shareholders will be made available on Playtech’s website at https://www.playtech.com/ and on Aristocrat’s website at https://power-of-play.com/ (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement for the period up to and including the Effective Date (or the date on which the Scheme lapses).
Capitalised terms used in this announcement (the “Announcement”) shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this Announcement are to London, United Kingdom times unless otherwise stated.
Action To Be Taken
As further detailed in the Scheme Document, in order to become effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible Playtech Shareholders vote in favour of the Playtech Resolution at the General Meeting. The Scheme must also be sanctioned by the Court. The Scheme is also subject to the satisfaction or waiver of the other Conditions and further terms, as described more fully in the Scheme Document.
Playtech has convened the Court Meeting for 10.00am and the General Meeting for 10.15am, or as soon thereafter as the Court Meeting has been concluded or adjourned, on Wednesday 12 January 2022. This date has been selected by Playtech as being the date that the Playtech Board considers both allows Gopher Investments (“Gopher”) sufficient time to clarify its position and ensures that the Meetings are not held during the festive period. The Court Meeting and the General Meeting are to be held at Governors House, 5 Laurence Pountney Hill, London EC4R 0BR.
Playtech Shareholders will find accompanying the Scheme Document a blue Form of Proxy for use in connection with the Court Meeting and a pink Form of Proxy for use in connection with the General Meeting. Whether or not Playtech Shareholders plan to attend either or both of the Meetings, they are encouraged to complete both Forms of Proxy and to return them in accordance with the instructions printed thereon, as soon as possible, but in any event, so as to be received (during normal business hours) to the Registrar, Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by 10.00 am on Monday 10 January 2022 in the case of the Court Meeting and by 10.15 am on Monday 10 January 2022 in the case of the General Meeting (or, in the case of adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting (in relation to the General Meeting excluding any part of such 48 hour period falling on a non-Business Day)). If the blue Form of Proxy for use at the Court Meeting is not lodged by 10.00 am on Monday 10 January 2022, it may be handed to the chairman of the Court Meeting or the Registrar on behalf of the chairman at the Court Meeting before the taking of the poll and will still be valid. However, in the case of the General Meeting, unless the pink Form of Proxy is lodged so as to be received by 10.15 am on Monday 10 January 2022, it will be invalid.
Playtech Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meetings or any adjournment(s) thereof may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to that CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Proxies submitted via CREST must be received by the Registrar by no later than 48 hours (in relation to the General Meeting, excluding any part of such 48 hour period falling on a non-Business Day) before the appointed time for the relevant Meeting or in the case of an adjournment, no later than 48 hours (in relation to the General Meeting, excluding any part of such 48 hour period falling on a non-Business Day) before the time fixed for the holding of the adjourned meeting.
Playtech Shareholders can also submit their proxy vote via the internet through the share portal service at www.investorcentre.co.uk/eproxy. To do so, such shareholders will need to log on to their share portal account or register for the share portal if they have not already done so. Once registered, they will immediately be able to vote. Proxies submitted via the share portal service must be received by the Registrar no later than 48 hours (in relation to the General Meeting, excluding any part of such 48 hour period falling on a non-Business Day) before the appointed time for the relevant Meeting or, in the case of an adjournment, no later than 48 hours (in relation to the General Meeting, excluding any part of such 48 hour period falling on a non-Business Day) before the time fixed for the holding of the adjourned meeting.
The completion and return of a Form of Proxy, CREST proxy instruction or proxy appointment via the share portal service will not prevent Playtech Shareholders from attending and voting in person at the Meetings or any adjournment thereof if they so wish and are so entitled.
Scheme Shareholders and Playtech Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible using any of the methods set out in the Scheme Document. Scheme Shareholders and Playtech Shareholders are also strongly encouraged to appoint the Chairman of the relevant Meeting as their proxy, in particular given the ongoing uncertainties associated with the COVID-19 pandemic (see below).
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not you intend to attend the Court Meeting and/or the General, you are therefore strongly urged to complete, sign and return both of your Forms of Proxy or appoint a proxy or proxies electronically for both the Court Meeting and the General Meeting as soon as possible.
Possible offer by Gopher Investments
As announced on 8 November 2021 in accordance with Rule 2.4 of the Takeover Code, Playtech received a preliminary approach on 21 October 2021 from Gopher seeking access to certain due diligence information in order to explore the terms on which a competing possible offer for all of the issued and to be issued share capital of Playtech might be made by Gopher.
The Panel will announce the deadline by which Gopher must clarify its intentions in relation to Playtech.
Playtech Shareholders will be kept informed of developments in respect of Gopher if and when appropriate via announcements through a Regulatory Information Service.
Recommendation
The Playtech Directors, who have been so advised by Wells Fargo Securities as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Playtech Directors, Wells Fargo Securities has taken into account the commercial assessments of the Playtech Directors. Wells Fargo Securities is providing independent financial advice to the Playtech Directors for the purposes of Rule 3 of the Takeover Code.
The Playtech Directors recommend unanimously that Playtech Shareholders vote in favour of the Scheme at the Court Meeting and the Playtech Resolution at the General Meeting, as the Playtech Directors have irrevocably undertaken to do in respect of their own beneficial holdings of Playtech Shares.
Playtech Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.
COVID-19
As the UK Government’s restrictions on social distancing and restrictions on attendance at public gatherings have been lifted, the Playtech Board looks forward to welcoming Playtech Shareholders in person at the Meetings. However, given the evolving nature of the situation and the possibility for circumstances to change before the date of the Meetings such that larger gatherings indoors are no longer permissible and the Playtech Board is forced to revise its position and run the Meetings as closed meetings, Playtech Shareholders are strongly encouraged to appoint the “chairman of the meeting” as their proxy for the General Meeting and the Court Meeting, respectively, to ensure that their vote is able to be cast in accordance with their wishes at both Meetings. If any other person is appointed as their proxy and COVID-19 restrictions are introduced which affect the holding of the Meetings, that proxy may not be permitted to attend the relevant Meeting in person and vote on their behalf. The Playtech Board will keep the situation under review and may need to make further changes to the arrangements relating to the Meetings, including how they are conducted. Playtech Shareholders should therefore continue to monitor Playtech’s website and announcements via a Regulatory Information Service for any updates in relation to the arrangements for the Meetings that may need to be provided. The completion and return of a Form of Proxy, registration of an online proxy appointment or completion and transmission of a CREST proxy instruction will not prevent Playtech Shareholders from attending either of the Meetings and voting in person should the situation regarding COVID-19 allow and should they wish to do so.
Timetable
The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this Announcement. The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders at the Court Meeting, the requisite majority of eligible Playtech Shareholders at the General Meeting and to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the approval of the Court. If approved, the Scheme is expected to become effective in the second quarter of 2022 and updates to the expected timetable will be announced as appropriate following receipt of relevant antitrust and regulatory approvals on which the Acquisition is conditional.
Information for Playtech Shareholders
Copies of this Announcement and the Scheme Document will be made available on Playtech’s website at https://www.playtech.com/ and Aristocrat’s website at https://power-of-play.com/ (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), respectively by no later than 12 noon (London time) on the Business Day following the date of this Announcement for the period up to and including the Effective Date (or the date on which the Scheme lapses).
If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to appoint a proxy, please call Computershare between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on +44 (0)870 707 4040. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide advice on the merits of the transactions set out in the Scheme Document or give any financial, legal or tax advice.
Subject to the Scheme becoming effective, Playtech shall make an application to the London Stock Exchange for the cancellation of the admission to trading of the Playtech Shares on the London Stock Exchange’s Main Market for listed securities and an application to the Financial Conduct Authority for the cancellation of the listing of Playtech Shares on the Official List, in each case to take effect on or shortly after the Effective Date.
The last day of dealings in Playtech Shares on the Main Market for listed securities of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 8.00 pm on that date.
On the Effective Date, share certificates in respect of Playtech Shares shall cease to be valid and entitlements to Playtech Shares held within the CREST system shall be cancelled.