TIDMPTEC
RNS Number : 0786E
Playtech PLC
02 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION; IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
2 July 2021
Response to indicative conditional proposal from TT Bond
Partners to acquire financial trading division ("Finalto")
Playtech plc ("Playtech" or the "Company") acknowledges the
announcement made today by Gopher Investments ("Gopher") and
confirms that the Company received on 29 June 2021 an indicative
non-binding conditional offer from Gopher to acquire Finalto for
US$250 million.
As announced on 26 May 2021, Playtech successfully entered into
a binding agreement (the "SPA") for the sale of Finalto to a
consortium buyer for cash proceeds of up to US$210 million (the
"Consortium Offer"). The sale was the result of an elongated and
thorough process, which started in 2019, and included subsequent
announcements on 27 August 2020, which led to a number of other
parties expressing interest in Finalto, and 25 January 2021, where
terms of the Consortium Offer at the time were disclosed.
Both Playtech and the consortium buyer are bound by the
restrictions agreed as part of the SPA, which includes not engaging
in negotiations with any third party regarding a potential
transaction involving the sale of Finalto, as is customary for
transactions of this nature, especially where they have been
concluded after a long and detailed formal process and which was in
the public domain. The timing at which Gopher has chosen to come
forward with its indicative proposal makes it very difficult for
the Playtech Board to properly assess the proposal, given the
restrictions agreed in the SPA. It is unfortunate, in light of the
long sale process run to date, that Gopher did not advise Playtech
of its interest in acquiring Finalto at any point prior to 29 June
2021.
The Board has, throughout the process which led up to entering
into a binding agreement with the consortium buyer, carefully
evaluated all proposals which it received, taking into account the
prices which potential purchasers proposed, the basis on which
those prices have been reached, potential purchasers' knowledge and
understanding of the business and ability to complete the
transaction (particularly in light of the Finalto business'
regulated status in multiple global jurisdictions).
As detailed in the circular published on 24 June 2021, the
Consortium Offer offers the opportunity to realise an attractive
value for the Finalto business, achieve significant progress in our
strategic aim of simplifying the Playtech Group and release
significant capital from a non-core asset. Completion of the
Consortium Offer is conditional only on (i) the approval of the
disposal by shareholders at the general meeting to be held on 15
July 2021 (the "General Meeting") and (ii) the approval of certain
regulatory authorities in respect of the change of control.
The indicative proposal from Gopher is non-binding and is
subject to a number of conditions, including due diligence,
financing, negotiation of key terms, preparation of transaction
documentation and receipt of regulatory approvals. Therefore, there
can be no certainty that the transaction proposed by Gopher would
proceed to signing or completion.
As included in the 26 May 2021 announcement, for the first four
months of the 2021 financial year Finalto has made an adjusted
EBITDA loss of US$0.4 million in aggregate.
Enquiries:
Playtech plc +44 (0) 1624 645 954
Chris McGinnis, Director of Investor Relations & Strategic
Analysis
James Newman, Director of Corporate Affairs
UBS Investment Bank (Financial Adviser and Joint Sponsor to
Playtech) +44 (0) 20 7567 8000
Sandip Dhillon / Ben Crystal
Goodbody Stockbrokers (Corporate Broker and Joint Sponsor to
Playtech) +353 1 667 0400
Piers Coombs / Charlotte Craigie / Stephen Kane
Headland (PR adviser to Playtech) +44 (0) 20 3805 4822
Lucy Legh / Stephen Malthouse / Jack Gault
About Playtech
Founded in 1999 and premium listed on the Main Market of the
London Stock Exchange, Playtech is a market leader in the gambling
and financial trading industries with c.6,400 employees across 24
countries.
Playtech is the gambling industry's leading technology company
delivering business intelligence driven gambling software,
services, content and platform technology across the industry's
most popular product verticals, including, casino, live casino,
sports betting, virtual sports, bingo and poker. It is the pioneer
of omni-channel gambling technology through its integrated platform
technology, Playtech ONE. Playtech ONE delivers data driven
marketing expertise, single wallet functionality, CRM and
responsible gambling solutions across one single platform across
product verticals and across retail and online.
Playtech partners with and invests in the leading brands in
regulated and newly regulated markets to deliver its data driven
gambling technology across the retail and online value chain.
Playtech provides its technology on a B2B basis to the industry's
leading retail and online operators, land-based casino groups and
government sponsored entities such as lotteries. Playtech directly
owns and operates Snaitech, the leading sports betting and gaming
company in online and retail in Italy.
About Finalto
Finalto is a specialist in B2C and B2B multi-channel trading
software and services. The Finalto Business' B2C offering,
operating the brand Markets.com, is an established online contracts
for difference ("CFDs") broker where customers can trade shares,
indices, currency and commodity CFDs rapidly and securely on its
trading platforms.
The Finalto Business' B2B offering consists of:
a) clearing and execution services for other retail brokers and
professional clients, through Finalto Financial Services Limited
(formerly CFH Clearing Limited), where the Finalto Business acts as
a matched-principal liquidity provider and straight through
processes the trades to prime brokers and clearing houses;
b) clearing and execution for other retail brokers, where the
Finalto Business acts as the execution venue and market-maker;
and
c) technology and risk management services, where the Finalto
Business provides platform, client relationship management,
reporting and risk-management technology to the retail broker
market.
Additional information
UBS AG London Branch is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the Prudential Regulation Authority and subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority in the United
Kingdom. UBS AG London Branch is acting exclusively as financial
adviser to Playtech plc and no one else in connection with the
process. In connection with such matters, UBS AG London Branch will
not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the
process, the contents of this announcement or any other matter
referred to herein.
Goodbody is authorised and regulated by the Central Bank of
Ireland, and is also subject to regulation by the Financial Conduct
Authority. Goodbody is acting exclusively for Playtech and for no
one else in connection with the process and will not regard any
other person (whether or not a recipient of this announcement) as a
client in relation to the process or any other matter referred to
in this announcement and will not be responsible to anyone other
than Playtech for providing the protections afforded to its clients
or for giving advice in relation to the process or any other matter
referred to in this announcement.
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END
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