TIDMPTEC
RNS Number : 1795D
Playtech PLC
05 October 2018
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 10 October 2018 (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 EUR530 million bond offering
5 October 2018
Playtech is pleased to announce that it has today successfully
priced EUR530 million 3.75 per cent. senior secured notes due 2023
(the "Notes"). The Notes are expected to be assigned on issue a
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 Notes, together with
Playtech's existing cash resources, will be used to repay all
amounts outstanding under the bridge facility ("Bridge Facility")
utilised for the purposes of the acquisition of Snaitech S.p.A.
("Snaitech"), to fund the redemption of the outstanding high-yield
bonds issued by Snaitech and to pay for other transaction-related
costs and expenses.
Details of the 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 12 October 2018.
Following the issue of the Notes and the related redemption of
Snaitech's high-yield bonds, the Group's only material outstanding
borrowings in addition to the Notes will be the EUR297 million
senior convertible bonds due 2019. Playtech also maintains a EUR250
million revolving credit facility which is currently undrawn.
Banco Santander, S.A., NatWest Markets Plc, UBS Limited, and
UniCredit Bank AG are acting as joint bookrunners on the
transaction. 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:
+44 (0) 16 2464 5954
Playtech plc
James Newman, Head of Investor
Relations & Corporate Communications
Chris McGinnis, Head of Strategic
Analysis
+44 (0) 20 3805 4822
Headland (PR adviser to Playtech)
Lucy Legh
Stephen Malthouse
- Ends -
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODFKPDBQBDDNKK
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October 05, 2018 10:53 ET (14:53 GMT)
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