Online gaming and financial services firm Playtech plc (LON:PTEC) has announced that it is postponing its shareholder vote on the £2.1 billion sale of the company to Australia’s Aristocrat Leisure Ltd (ASX:ALL) from next week to the beginning of February.
Aristocrat’s offer is 680p per Playtech share, payable in cash. However Playtech shareholders are clearly expecting a higher offer to emerge, either from Aristocrat or from another bidder, with Playtech shares closing Tuesday at 739.46p – 9% above Aristocrat’s offer.
Indeed, Playtech stated that discussions with an alternative bidder, JKO, are “progressing.” As such, Playtech has also asked the UK Takeover Panel to extend the deadline by which JKO must make a firm offer for Playtech from today, January 5, to a date closer to the newly scheduled Playtech shareholder vote, i.e. February 2. JKO is 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 full text of the release made today by Playtech follows:
5 January 2022
Playtech plc
Statement re Adjournment of Shareholder Meetings
Shareholder Meetings to be adjourned to 2 February 2022
Playtech announces that it intends to adjourn the Court and General Meetings relating to the offer for Playtech by Aristocrat (UK) Holdings Limited, a company formed on behalf of Aristocrat Leisure Limited (“Aristocrat”), previously scheduled for 12 January 2022, to the new date of 2 February 2022 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively at Governors House, 5 Laurence Pountney Hill, London EC4R 0BR.
Playtech and JKO Play Limited (“JKO”) have requested the Panel set a revised deadline, aligned to this new date for the Shareholder Meetings, by which JKO must clarify its intentions in relation to Playtech.
Background
On 17 October 2021, the Board of Directors of Playtech (the “Board”) and Aristocrat announced under Rule 2.7 of the City Code on Takeovers and Mergers (the “Code”) that an agreement had been reached on terms pursuant to which Aristocrat will acquire the entire issued and to be issued share capital of Playtech for 680 pence per share in cash, subject to the satisfaction of certain conditions (the “Aristocrat Offer”). The scheme document relating to the Aristocrat Offer was posted to shareholders on 12 November 2021 and contains notices of the meetings of Playtech shareholders to consider that offer, which are scheduled to take place on 12 January 2022.
As previously announced on 17 November 2021, the Company received a preliminary approach from JKO seeking access to certain due diligence information, in order to explore terms on which an offer for all of the issued and to be issued share capital of Playtech might be made. The Company granted access to this information, and has continued to engage with JKO since its initial approach.
Discussions with JKO are progressing. As such, JKO has asked that it be provided with more time to develop the terms of its potential offer for the Company. Given the circumstances, the Board consider it to be in Playtech shareholders’ interests to adjourn the Court Meeting and General Meeting required to implement the Aristocrat Offer, which are due to be held on 12 January 2022, and to set a revised deadline, aligned to the new date for the adjourned Shareholder Meetings, by which JKO must clarify its intentions in relation to Playtech. Playtech therefore intends to adjourn the Court Meeting and General Meeting until 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned) respectively on 2 February 2022, being immediately prior to the latest date permitted (without the agreement of Aristocrat) by the conditions to the Aristocrat Offer.
Despite any adjournment of the Court Meeting and General Meeting, there remains no certainty that JKO’s approach will result in an offer for the Company, nor as to the terms on which any offer might be made.
The Playtech Directors continue to recommend unanimously that Playtech Shareholders vote in favour of the Aristocrat Offer at the Court Meeting and in favour of the Playtech Resolutions to be proposed at the General Meeting.
Action to be taken
Forms of Proxy in respect of the Court Meeting and the General Meeting remain valid.
In respect of the adjourned Shareholder Meetings, Forms of Proxy must be lodged in accordance with the instructions thereon, or be submitted electronically by accessing www.investorcentre.co.uk/eproxy, and CREST members who wish to appoint a proxy by means of the CREST electronic proxy appointment service must make such appointment, in each case not later than: 10.00 a.m. on Monday 31 January 2022 in respect of the Court Meeting; and 10.15 a.m. on Monday 31 January 2022 in respect of the General Meeting.
Playtech shareholders who have already submitted Forms of Proxy for the Court Meeting and the General Meeting and do not wish to change their voting instructions, need take no further action as their Forms of Proxy will continue to be valid in respect of the adjourned Court Meeting and the General Meeting. Playtech shareholders who have submitted Forms of Proxy for the Court Meeting and/or the General Meeting and who now wish to change their voting instructions, should contact 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 Aristocrat Offer nor give any financial, legal or tax advice. Playtech shareholders are also reminded that completion and return of a Form of Proxy, or the appointment of a proxy using CREST, will not prevent them from voting at the Court Meeting or the General Meeting either in person or via the Virtual Meeting Platform. Please refer to the Scheme Document and the Virtual Meeting Guide (Guide was sent to Playtech Shareholders on 21 December 2021) for further information.
Timetable update
An updated expected timetable for the Shareholder Meetings is set out below. All times shown are London times unless otherwise stated.
Latest time for lodging the Form of Proxy for the:
Court Meeting (blue form) 10:00 a.m. on Monday 31 January 2022 (1)
General Meeting (pink form) 10:15 a.m. on Monday 31 January 2022 (2)
Voting Record Time for the Court Meeting and General Meeting 8:00 p.m. on Monday 31 January 2022 (3)
Court Meeting 10:00 a.m. on Wednesday 2 February 2022
General Meeting 10:15 a.m. on Wednesday 2 February 2022 (4)
(1) The BLUE Form of Proxy for the Court Meeting if not returned by the time stated above, or in the case of a further adjournment, by 48 hours before the time fixed for the holding of the further adjourned meeting, may be handed to the Registrar or to the chairman of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.
(2) The PINK Form of Proxy for the General Meeting must be lodged by the time stated above in order to be valid or, if the General Meeting is further adjourned, no later than 48 hours (excluding any part of such 48 hour period falling on a non-Business Day) before the time fixed for the holding of the further adjourned meeting.
(3) If either the Court Meeting or the General Meeting is further adjourned, the Voting Record Time of the further adjourned meeting(s) will be 8.00 pm on the day which is two days before the day fixed for the further adjourned meeting.
(4) The General Meeting will commence at 10.15 am on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.
With the exception of the above events, times and dates, the expected timetable of principal events for the implementation of the Aristocrat Offer remains as set out on page 14 of the Scheme Document. If any of the expected times and/or dates change, the revised times and/or dates will be notified to Playtech Shareholders by announcement through a Regulatory Information Service.
Notes
This announcement has been made without the prior consent of JKO or Aristocrat.
A further announcement will be made as and when appropriate.