Gopher Withdrawal From Possible Offer for Playtech

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 confirms that it does not intend to make an offer for Playtech.

Today’s announcement has no bearing on Gopher’s agreement to acquire Playtech’s financial trading division, Finalto. Gopher remains fully committed to the acquisition. The process is ongoing and is expected to complete in H1 2022.

This is a statement to which Rule 2.8 of the Takeover Code (the “Code”) applies.

Under Note 2 on Rule 2.8 of the Code, Gopher reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

1. with the agreement of the board of Playtech (provided, as specified in Note 2 on Rule 2.8, such agreement can only be given in the event that the offer announced by Aristocrat (UK) Holdings Limited lapses or is withdrawn);
2. if a third party (including the consortium of JKO Play Limited and Centerbridge Partners L.P.) announces a firm intention to make an offer for Playtech;
3. if Playtech announces a “whitewash” proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
4. if there has been a material change of circumstances (as determined by the Takeover Panel).

Ends

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.

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.

No investment recommendation:

This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance.

Disclaimer:

N.M. Rothschild and Sons Limited (“Rothschild & Co”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Gopher Investments and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Gopher Investments for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein or the other matters referred to herein.