Playtech makes changes to Jan 12 shareholder vote due to Omicron
Online gaming tech and financial services company Playtech plc (LON:PTEC) has announced that it is making some procedural changes to its planned shareholder meeting and scheduled for January 12, 2022, due to expected restrictions on travel and public gatherings in the UK. The increased spread of the COVID-19 Omicron variant has led to record new infection reports in the UK in recent days, and a host of EU countries have upped travel restrictions to and from the UK.
The January 12 shareholder vote is set to approve the 680p-per-share all cash bid for Playtech made by Australia gaming concern Aristocrat Leisure Ltd (ASX:ALL), valuing Playtech at £2.1 billion. Playtech shares have been trading lately much higher, closing Monday at 742.31p – more than 9% above Aristocrat’s offer for the company – indicating that Playtech shareholders are expecting a higher offer to emerge, either from Aristocrat or a competing bidder.
The only other official indication of interest made in Playtech has been by a buyer group led by former Formula 1 owner Eddie Jordan and ex Ladbrokes executive Keith O’Loughlin. The group formally made a preliminary approach to Playtech in mid-November, seeking access to certain due diligence information, in order to explore a possible bid for the company. The UK’s Takeover Panel has given Eddie Jordan’s group until the end of business on January 5, 2022, to either announce a firm intention to make an offer for Playtech, or announce that it does not intend to make an offer for Playtech.
The full announcement made by Playtech regarding the new arrangements for its January 12 shareholder meeting and vote follows below.
21 December 2021
RECOMMENDED CASH ACQUISITION
of
Playtech plc (“Playtech”)
by
Aristocrat (UK) Holdings Limited (“Bidco”)
a wholly owned subsidiary of
Aristocrat Leisure Limited (“Aristocrat”)
COVID-19: Changes to arrangements in connection with the Court Meeting and the General Meeting
Background
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”).
Notice was given in the circular to shareholders dated 12 November 2021 in relation to the Scheme (the “Scheme Document”) of the Court Meeting and the General Meeting, which were convened, respectively, for 10.00 am and 10.15 am (or as soon thereafter as the Court Meeting has concluded) on Wednesday 12 January 2022.
Capitalised terms used in this announcement (the “Announcement”) shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
Revised Meeting Arrangements
Playtech announces that, due to recent developments in relation to COVID-19 and the possibility of revised guidance being issued or new restrictions being imposed on public gatherings and/or travel, it is changing certain aspects of the arrangements set out in the Scheme Document and the Forms of Proxy in relation to the Meetings.
The Court Meeting and the General Meeting will each continue to be held at 10.00 am and 10.15 am (or as soon thereafter as the Court Meeting has concluded), respectively, on Wednesday 12 January 2022 at the offices of Bryan Cave Leighton Paisner LLP, Governors House, Laurence Pountney Hill, London EC4R 0BR. However, whilst shareholders will be permitted to attend the Meetings in person if they are entitled to and wish to do so (subject to any applicable COVID-19 restrictions then in force and any decision of the Playtech Board that it is necessary to hold the Meetings as closed meetings or otherwise restrict attendance in order to ensure the safety of those attending the Meetings), the Playtech Board urges shareholders to consider whether their attendance in person at the Meetings is necessary and advisable.
Notwithstanding the above, Playtech understands the importance of ensuring that all Scheme Shareholders are given an opportunity to participate in the consideration of the Scheme at the Court Meeting and the related business at the General Meeting. The Board has decided, therefore, to implement certain additional arrangements to allow Scheme Shareholders to participate and vote virtually at the Court Meeting and for Playtech Shareholders to watch and submit questions at the General Meeting through a virtual platform. Further details of these new arrangements are set out below.
In addition to implementing arrangements for the virtual platform, the Playtech Board continues to strongly recommend shareholders to appoint the “chairman of the meeting” as their proxy for the Meetings to ensure that their vote is able to be cast in accordance with their wishes. If any other person is appointed as a proxy and COVID-19 restrictions are introduced by the Government or decided on by the Playtech Board in relation to the Meetings, that proxy may not be permitted to attend the relevant Meeting in person and vote on behalf of the appointor.
Instructions for accessing the Virtual Meeting Platform
Scheme Shareholders will be given the opportunity to remotely attend, submit questions and vote at the Court Meeting via a virtual meeting platform provided by Lumi (the “Virtual Meeting Platform”). Playtech Shareholders may watch and submit questions at the General Meeting via the Virtual Meeting Platform but please note that due to restrictions on “hybrid” general meetings in Playtech’s Articles of Association (which restrictions do not apply to the Court Meeting) this will not constitute attendance at the General Meeting and Playtech Shareholders will not be able to vote at the General Meeting via the Virtual Meeting Platform.
A hard copy of the Lumi Online User Guidance is being posted today to Playtech Shareholders together with a copy of this Announcement. The Lumi Online User Guidance is also available at http://www.investors.playtech.com/offer-for-playtech.aspx.
Scheme Shareholders and Playtech Shareholders can access the Virtual Meeting Platform via a mobile web client, which is compatible with the latest browser versions of Chrome, Firefox, Edge and Safari and can be accessed using any web browser, on a PC or smartphone device. To attend remotely, submit questions and/or vote (to the extent applicable) using this method, shareholders should go to https://web.lumiagm.com. Once a shareholder has accessed https://web.lumiagm.com from a web browser, he/she will be asked to enter the Lumi Meeting ID which is 174-391-929. Shareholders will then be prompted to enter their SRN and PIN. A shareholder’s SRN, including any zeros, and the PIN can be found printed on that shareholder’s Form of Proxy.
Access to the Meetings via the website will be available from 09.30 am on 12 January 2022 (or if such meetings are adjourned, from 09.30 am on the date of the adjourned meeting), as further detailed below. Although access to the Court Meeting via the Virtual Meeting Platform will be available from 09.30 am on 12 January 2022 (or if such meetings are adjourned, from 09.30 am on the date of the adjourned meeting), voting functionality will not be enabled until the Chair of the Court Meeting declares the poll open.
Shareholders who are unable to access their SRN and/or PIN (including by reason of having become a shareholder after the posting of the Scheme Document and Forms of Proxy), or who are in any doubt about their shareholding, should call Playtech’s registrars, Computershare, between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in Jersey) on +44 (0)370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Computershare cannot provide advice on the merits of the Acquisition nor give any financial, legal or tax advice.
Scheme Shareholders and Playtech Shareholders will be permitted to submit questions (via the Virtual Meeting Platform) during the course of the Meetings. Scheme Shareholders can use the same function to submit any objections they may have to the Scheme at the Court Meeting. The Chair of the relevant Meeting will ensure that all such questions and/or any objections (in the case of the Court Meeting) relating to the formal business of the Meeting are addressed during the relevant Meeting.
During the relevant Meeting, shareholders must ensure that they are connected to the internet at all times in order to submit questions and (in the case of the Court Meeting only) submit any objections and vote when the Chair commences polling. It is each shareholder’s responsibility to ensure connectivity for the duration of the relevant Meeting via a wireless or other internet connection.
Persons who hold shares through a nominee and wish to access the Meetings through the Virtual Meeting Platform, should contact their nominee immediately. The nominee will need to have completed a letter of representation and presented this to Playtech’s registrar, Computershare, no later than 48 hours (excluding any part of the day which is not a working day) before the start of the relevant Meeting. Duly appointed corporate representatives and third party proxies should also telephone the shareholder helpline no later than 48 hours (excluding any part of the day which is not a working day) before the start of the Meeting on +44 (0)370 707 4040 in order to obtain a unique Login Code and PIN on behalf of the relevant shareholder, and who can then use them to access the Virtual Meeting Platform in respect of the Meetings. The shareholder helpline is open from 8.30am to 5.30pm Monday to Friday excluding public holidays.
COVID-19 Security Arrangements for attendees in person at the Meetings
Shareholders intending to attend either of the Meetings in person should take account in planning their attendance of the requirement to complete, before their admission to the Meetings’ venue, an attestation as to the following on the date of the Meetings:
· that they not displayed any symptoms associated with COVID-19 on the date of the Meetings or over the 10 days preceding the date of the Meetings;
· that they not been in contact with a confirmed case of COVID-19 in the 10 days preceding the date of the Meetings; and
· that they have not travelled to or from a red list country in the 10 days preceding the date of the Meetings.
Copies of the relevant attestation form will be available from reception at the Meetings’ venue (the offices of Bryan Cave Leighton Paisner LLP, Governors House, Laurence Pountney Hill, London EC4R 0BR) on the day of the Meetings. The requirement for shareholders seeking to attend the Meetings in person to complete the attestations on the day of the Meetings is intended by the Playtech Board to ensure the safety of those attending the Meetings in person, including the Playtech Directors and advisers.
Importance of Voting
IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF THE OPINION OF SCHEME SHAREHOLDERS. SHAREHOLDERS, WHETHER OR NOT THEY INTEND TO ACCESS THE MEETINGS VIA THE VIRTUAL MEETING PLATFORM, ARE THEREFORE STRONGLY URGED TO SIGN AND RETURN FORMS OF PROXY OR APPOINT AN ELECTRONIC OR CREST PROXY AS SOON AS POSSIBLE, AND, IN ANY EVENT SO AS TO BE RECEIVED BY 10.00 AM ON MONDAY 10 JANUARY 2022 FOR THE COURT MEETING AND 10.15 AM ON MONDAY 10 JANUARY 2022 FOR THE GENERAL MEETING.
A FORM OF PROXY FOR THE COURT MEETING NOT LODGED AT THE RELEVANT TIME MAY BE HANDED IN TO THE CHAIRMAN OF THE COURT MEETING OR THE REGISTRAR BEFORE THE TAKING OF THE POLL AT THE COURT MEETING.
THE COMPLETION AND RETURN OF A FORM OF PROXY WILL NOT PREVENT SHAREHOLDERS FROM ATTENDING AND VOTING AT THE MEETINGS, OR ANY ADJOURNMENT THEREOF, IN PERSON SHOULD THEY WISH TO DO SO (AND COVID-19 RESTRICTIONS, INCLUDING THOSE IMPOSED BY THE PLAYTECH BOARD IN ORDER TO ENSURE THE SAFETY OF THOSE ATTENDING THE MEETINGS, ALLOW), OR FROM PARTICIPATING IN THE COURT MEETING OR VIEWING THE GENERAL MEETING BY MEANS OF THE VIRTUAL MEETING PLATFORM.
All references to times in this Announcement are to London, United Kingdom times unless otherwise stated.