HONG KONG--(BUSINESS WIRE)--NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
Gopher Investments (“Gopher”), a 4.97% shareholder in Playtech plc (“Playtech”), today issues the following release to clarify certain statements made in Playtech’s announcement (the “Announcement”) on 2 July 2021 that Gopher believes do not fairly reflect the offer letter Gopher presented to the Playtech Board on 29 June 2021.
Financing
As mentioned in Gopher’s letter on 29 June 2021, it has already allocated and ring-fenced cash funds of USD 250 million available for immediate drawdown.
Negotiation of key terms
Gopher notes that it has reviewed the sale and purchase agreement in place for the Consortium’s offer and envisages entering into an agreement on materially equivalent terms. As such, it believes transaction documentation can be entered into very quickly, and it does not anticipate any need for negotiation of key terms or commercial discussions on the transaction documents.
Regulatory approvals
Gopher has already conducted a preliminary assessment of necessary consents and is confident that it would receive approval in each jurisdiction in a timely and efficient manner in each case.
As the Board noted in their Announcement, the Consortium’s offer remains subject to shareholder approval at the General Meeting and approval of regulatory authorities. There can, therefore, be no certainty that the Consortium’s offer will proceed to completion.
General Meeting and next steps
Gopher urges the Board to adjourn the General Meeting, due to take place on 15 July 2021, and engage in discussions with Gopher to proceed towards a recommended transaction that delivers materially better value to Playtech’s shareholders. An adjournment of the General Meeting for a short period of time does not preclude the Board from proceeding with the Consortium’s offer and provides both the Board and shareholders with optionality.
Should the General Meeting proceed, Gopher urges shareholders to VOTE AGAINST the Consortium’s offer, which is in line with ISS’s voting recommendation, updated on 5 July 2021.
About Gopher Investments and TT Bond Partners
Gopher is an investment vehicle backed by investors with experience in gaming and financials, and is an affiliate of TT Bond Partners (“TTB”). TTB, through its Hong Kong regulated entity, TTB Partners Limited, which is advising Gopher on this transaction, is an investment and advisory firm based in Hong Kong, whose founders and professionals have over 30 years’ experience in the financial services industry investing and advising on over $250 billion of transactions in the US, Europe, and Asia.
TTB has significant experience in investing in assets in the technology-driven financial services sector. Recent investments include: Xen Financial, a next-generation investment platform providing fractionalised access to private markets; KASB, a stock brokerage in Pakistan, and creator of KTrade, Pakistan’s leading retail stock trading app; Finhabits, a US-based leading bilingual money app designed for Latinos’ financial success; Selfin, a digital microlending platform focused on financial inclusion of microenterprises in India; Aspen Digital, an innovative technology-driven platform that empowers asset and wealth managers to offer digital asset products with confidence, driving mass adoption of digital assets and blockchain technologies; Coherent, a Hong Kong based insurtech company building digital platforms for insurers; and M7 Real Estate, a UK and EU based real estate asset manager.
No offer or solicitation:
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation to purchase, acquire, subscribe for, sell, dispose of or issue any securities in Playtech in any jurisdiction.
Overseas jurisdictions:
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable restrictions or requirements. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Gopher and TTB disclaim all and any responsibility or liability for the violation of such restrictions by such person.
