, המחזיקה ב-4.97% ממניות Playtech
plc, מפרסמת היום הבהרות
להצהרות מסוימות שנאמרו בהודעת פלייטק ("ההכרזה") ב-2 ביולי 2021
וכי גופר סבורה כי אינן משקפות באופן הוגן את מכתב ההצעה שגופר הציגה לדירקטוריון
פלייטק ב-29 ביוני 2021.
Gopher Investments Responds to
Playtech’s Statement
Regarding Gopher’s USD 250
Million Offer for Finalto
HONG
KONG, 06 July 2021, (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.
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