Recommended Cash Acquisition of Playtech plc Shares Magazine

Recommended Cash Acquisition of Playtech plc

-AristoCrat, Bidco (ARISTOCRAT's wholly owned subsidiary) and PlayTech's Board of Directors agree on the recommended cash acquisition conditions by BIDCO (hereinafter referred to as "acquisition"). We will announce that it has reached. This acquisition is implemented by a scheme of arrangement based on Article X of the Companies Act.

-Plated in the appendix I of this presentation and in accordance with the conditions and additional conditions described in the scheme document, PlayTech shareholders have the right to receive the following:

680 pence of cash per playTech shares

I have the right to receive:

-58. 4 % of the closing price of PlayTech on October 15, 2021 (hereinafter "final execution date") on October 15, 2021 (hereinafter "final execution date").

-The 66. 0 % of the 3-month Play Tech shares for three months ending on the final execution date is 66. 0 %. And

-55, 0 %. 12 months of pla y-tech shares that end the most recent execution date 438, 8 pense.

-There are the general stocks of PlayTech, the total amount of ordinary stocks in PlayTech will be about 2. 1 billion pounds on a completely thinning basis, and about 2. 7 billion pounds on a business value basis.

-In the effective date, if the dividend, distribution, or other value returns by PlayTech, the acquisition price will be reduced accordingly. In such a case, PlayTech shareholders have the right to retain such dividends, distributions, and other values if they are declared, implemented, or paid.

-AristoCrat's full cash acquisition of PlayTech will be unanimously recommended by the PlayTech Board of Directors.

-PlayTech is an online game software leading provider with a proven expertise in the development of software and content platforms for online, mobile, and lan d-based games.

-Aristocrat is one of the world's leading global providers and one of the world's leading digital gaming publishers that provide hig h-quality game content and technology. Aristocrat's acquisition of PlayTech is in line with the company's growth strategy, creating the largest platform provider from the world's game industry.

-The complementary two major content and game technology providers by combining Ariste Clat's Worl d-class land and social game content to the platform ability of PlayTech's real money gaming (RMG) and a proven track record. Is born.

-Alistakat believes that the following things can be done by integration with the Play Tech:

-Igaming and online sports betting segments, which are generally growing, are collectively grown online RMG provide hardware size to Aristrat. This is equivalent to the estimated $ 70 billion (2020) market worldwide. Online RMG offers a new complementary growth channel for Aristkrat's Land Bass Gaming Business and Content.

-Mi d-term revenue in North American online RMG segments, which are particularly growing by combining gaming content that leads the Ariste Clut industry, lon g-term customers and regulatory authorities, and Platform's technology and platforms. And realize the growth of profits.

-Aliste Crat and Play Tech distributions, technologies, and content can provide new connected experiences in response to the needs of a wider range of customers and players by combining both companies. You can bring out added value and deepen customer engagement.

-The Aristech's Snetech Business, a leading compan y-based mult i-channel gaming company, can operate and innovate in multiple European markets without a channel competition in multiple European markets. and

-In the first year when Ariste Crat owns an attractive financial return, the EPSA (before synergy) is in the middle of the single digit, and the EPSA (after synergy) will be in the middle to the second half. It is expected.

-Wells Fargo Securities advises the financial conditions of this acquisition, and the Director of PlayTech believes that the conditions for this acquisition are fair and reasonable. WELLS Fargo Securities took into account the commercial evaluation of the Director of PlayTech in providing advice to the Director of PlayTech. Wells Fargo Securities provides an independent financial advice on Play Tech for the purpose of the acquisition code rules 3.

- Accordingly, Playtech's directors intend to recommend that Playtech's shareholders unanimously vote in favour of the Plan at the Court Meeting and in favour of any Playtech resolutions to be proposed at the Meeting, such that the Playtech directors have given irrevocable undertakings in respect of the 421 Playtech beneficial interests held by them. In respect of the beneficial interests held by the 421 Playtech common shares, the Playtech directors hold Playtech common shares representing an aggregate of approximately 0. 14% of 925 Playtech common shares.

Irrevocable undertakings and letter of intent

- Aristocrat and Bidco have also received irrevocable undertakings in favour of the Scheme at the Court Meeting and (i) in favour of any Playtech resolutions to be proposed at the Meeting. In addition, (i) the Playtech resolution to be proposed at the Meeting and (ii) the final sale resolution to be proposed at the Meeting for T. Rowe Price International Ltd to approve the final sale resolution will relate to 6, 475, 070 Playtech shares in the aggregate representing approximately 2. 11% of Playtech's total issued and outstanding common shares.

- In addition, Aristocrat and Bidco have received letters of intent to vote in favor of the Plan at the Court Meeting and in favor of (i) the Playtech resolution to be proposed at the Meeting. (ii) Boussard & Gavaudan Asset Management, LP, Boussard & Gavaudan Investment Management LLP, Schroder Investment Management Limited, Setanta Asset Management, SpringOwl Asset Management LLP and Ader Investment Management LLP acquired a total of 56, 515, 088 Playtech shares, representing in the aggregate approximately 18. 45% of Playtech's issued ordinary shares.

- As a result, Aristocrat and Bidco received irrevocable commitments or letters of intent in respect of a total of 63, 412, 083 Playtech shares, representing in the aggregate approximately 20. 70% of Playtech's issued ordinary share capital (as of the last practicable date).

- Further details of the irrevocable commitments (and the circumstances under which they may cease to be binding or be rejected) and letters of intent are set out in Annex III to this Notice.

About Playtech

- PlayTech is a leading technology provider developing platforms and content for the global gaming industry. As one of the world's largest gaming software providers, it delivers innovative value-added solutions to leading operators.

- Since PlayTech's inception in 1999, the company has consistently demonstrated a strong corporate culture based on innovation and continuous development of market-leading gaming products and content.

About Aristocrat

- Aristocrat is a leading global gaming content and technology provider and mobile games publisher. Aristocrat offers a wide range of products and services, including online gaming machines, casino management systems and mobile free-to-play games. Aristocrat's regulated gaming products are approved for use in over 300 licensed jurisdictions and are available in over 80 countries.

- Aristocrat is listed on the Australian Securities Exchange ("ASX") and has a market capitalization of approximately $29. 2 billion (approximately £15. 8 billion), ranking it among the top 20 companies by market capitalization on the ASX.

- Bidco is a wholly owned subsidiary of Aristocrat, fully integrated in England and Wales, to effect the Acquisition.

Timing and Conditions

- The Acquisition is subject to, among other things, the approval of Playtech's shareholders and is expected to be proposed to Playtech's shareholders at a Court General Meeting and a General Meeting. For the Scheme to become effective, it must receive the approval of a majority of Playtech's shareholders voting in person or by proxy and representing at least 75% of the Playtech shares voted at the Court General Meeting. In addition, Playtech's resolution must pass the required majority or majority at the General Meeting. The Scheme is also subject to Court approval.

- The Acquisition is subject to the conditions and additional terms set out in Appendix I to this Announcement, including the receipt of relevant clearances from certain antitrust, foreign investment, regulatory, financial and fiscal authorities, and the approval of the Final Disposal by Playtech's shareholders. After these conditions have been satisfied (or, as the case may be, waived), the Scheme is expected to become effective in the second quarter of 2022.

-Aristocrat works with PlayTech to work with all related stakeholders and strive to meet these requirements.

-Sheam documents, including detailed information about this acquisition, a general meeting of the court and the general meeting of shareholders, will be published within 28 days of this announcement, along with a power of attorney as promptly as possible in practice. The General Meeting of the Court and the General Meeting of Shareholders will be held as soon as possible after the announcement of the scheme document.

Play Tech's Chairman Brian Mutting League states this acquisition as follows:

"In recent years, Play Tech has r e-positioned worl d-leading technology and gaming business behind the success, has expanded in a strategically important regulatory market, leading to great growth in B2B online profits. Although it is moving forward on the continent, the proposal of Ariste Clear provides an attractive opportunity for shareholders to accelerate the lon g-term value of PlayTech.

Mo Waiser, CEO of PlayTech, states the following:

"This transaction shows an exciting opportunity on the next growth stage of PlayTech, which has great benefit to our customers, shareholders, and our shareholders, including very good human resources. Transactions have improved our distribution, improve the ability to build new and deep relationships with their partners, and have the potential to strengthen our technical capabilities. We have a service for all the people, infrastructure, and sports and betting to provide the best gaming to our customers.

Regarding this acquisition, TREVOR CROKER, the CEO of Aristocrat, states:

"With this merger, the relationship between the Worl d-class game content, customers, and regulatory authorities in Ariste Clat will combine with the global online RMG (B2B) platform that leads the PlayTech industry and the European B2C footprint. It will be.

The integrated group offers a wide range of en d-t o-end solutions to gaming customer all over the world, supporting gaming customer around the world, and provides seamless player experiences.

In addition, the rapid growing global online department of RMG, especially in North America, will establish an ideal position to bring out sustainable shareholder value.

The recommended offer is a full and reasonable valuation and reflects the strategic potential of consolidation in a global gaming sector that continues to move online as a result of entrenched technology and consumer-driven changes.

The addition of Playtech's talented team and Aristocrat's established strength and momentum will create a true industry leader in the global RMG sector, particularly in B2B capabilities.

We are very excited about the opportunities the proposed acquisition will bring to our shareholders, employees, customers and players, as it continues Aristocrat's approach to investing in medium to long-term growth. "

This summary should be read in conjunction with the full communication. The acquisition is subject to the conditions and additional terms set out in Appendix I to this announcement and all of the conditions set out in the scheme document. Appendix II to this announcement contains the sources and calculations of certain information contained in this announcement, Appendix III contains a summary of the irrevocable commitments and letters of intent received in connection with the acquisition, and Appendix IV contains definitions of certain expressions used in this summary and in this announcement.

Aristocrat will be hosting an investor conference call that can be accessed through its website at https://power-of-play. com/.

Chris McGinnis, Director, Investor Relations and Strategic Analysis

James Newman, Director, Corporate Affairs

+44 (0) 1624 645 954

Wells Fargo Securities (Chief Financial Advisor and Rule 3 Advisor to PlayTech)

+44 (0) 20 3 942 9635

Goodbody Stockbrokers (Financial Advisor and Co-Broker to PlayTech)

Jefferies International Limited (Financial Advisor and Co-Broker to PlayTech)

Tim Lloyd-Hughes

+44 (0) 20 7029 8000

Headland (PR Consultant to PlayTech)

+44 (0) 20 3805 4822

Rohan Gallagher, General Manager, Investor Relations

Natalie Toohey, Director, Corporate Affairs

Goldman Sachs International, financial advisor to Noble

+44 (0) 20 7774 1000

Finsbury, PR advisor to Noble

+ 44 (0) 207 251 3801

Linklaters LLP is acting as UK counsel and Allens is acting as Australian counsel to Noble and Bidco. Bryan Cave Leighton Paisner LLP is acting as legal advisor to Playtech.

Goldman Sachs International has been approved by Prudential Regulation Authority, has been restricted by the Financial Conduct Authority and Prudential Regulation Authority, and is dedicated to Aristakat. We will do so, except for the nobles and Bidco, providing the protection given to Goldman Sachs International customers, or giving advice on transactions or arrangements mentioned in this book. We are not responsible for those.

Wells Furgo International Limited is a subsidiary of Wells Fargo and has been approved and regulated by the Financial Conduct Authority in the UK. Urities) is Regarding this acquisition, he is the only financial advisor of PlayTech (PlayTech), and for those other than the Play Tech, the protection and book provided to customers of Wells Fargo Securities. We are not responsible for acquiring or providing advice on what matters mentioned in this book.

Good Body Stock Brokers UC is approved and regulated by Ireland Central Bank, and is also subject to restrictions by Financial Conduct Authority, but regarding this acquisition, any other player or any other person. It is also an exclusive act, and to provide protection given to the customer of Good Body Stock Brokers UC, and provide advice related to the matters mentioned in this book or this book. We are not responsible for anyone other than PlayTech.

Jeffrey's International Limited has undergone and regulned the Financial Conduct Authority (Financial Conduct Authority) in the UK, and has been exclusively acting for this acquisition for Playtech and any other person. To provide protection given to Jeffrey's International Limited customers to anyone other than the Play Tech Company, or provide advice related to what is mentioned in this book or mentioned in this book. I am not responsible. Both Jeffrey's International Limited, its subsidiaries, affiliates, and branches are all other people other than Jeffrey's International Limited customers, and are related to this book, described in this book. We do not take any duty, responsibility, or responsibility (directly, indirect, result, contract, illegal, legal, or anything else).

This announcement is for information provision only, and does not configure the application for purchases or solicit of applications, or the solicitation of applications such as purchases.

This acquisition is only for plan documents that describe all conditions of this acquisition, including the power of the voting rights related to this acquisition, (if this acquisition is implemented by the public purchase, a document with a public purchase). It will be implemented by.

Play Tech creates a plan document distributed to PlayTech shareholders. Plan Document, Plan Document, contains important information about this acquisition, so please read Plan Document.

This announcement does not make a document exempt from the requirements for the prospect or prospect.

The announcement, announcement, and distribution of this presentation in specific laws other than the UK or Man may be restricted by law. Those who do not live on the UK or Man, or those who are applied to other areas need to obtain information and comply with the applied requirements.

This announcement is created in accordance with the applied British law, the Man Island Law, and the acquisition code, and the information disclosed when this announcement was created in accordance with laws other than England, Wales or Man Island. May be different. This announcement is intended for information only, and does not configure the recruitment of applications such as purchases, applications, etc., or recruitment of applications such as purchases.

Play Tech creates a plan document distributed to PlayTech shareholders. Plan Document, Plan Document, contains important information about this acquisition, so please read Plan Document.

This announcement does not make a document exempt from the requirements for the prospect or prospect.

This announcement is created in accordance with the applied British law, the Man Island Law, and the acquisition code, and the information disclosed when this announcement was created in accordance with laws other than England, Wales or Man Island. May be different. This announcement is for information provision only, and does not configure the application for purchases or solicit of applications, or the solicitation of applications such as purchases.

Play Tech creates a plan document distributed to PlayTech shareholders. Plan Document, Plan Document, contains important information about this acquisition, so please read Plan Document.

This announcement does not make a document exempt from the requirements for the prospect or prospect.

Except as otherwise specified by Master or Bidco, or as required by the laws of the Offer and permitted by applicable law, the Offer may not be made, directly or indirectly, through or from any Restricted Jurisdiction where doing so would be in violation of the laws of such jurisdiction, and no person may vote in favor of the Offer in any Restricted Jurisdiction or any other jurisdiction by any such use, means, instrumentality or form. Accordingly, this Announcement Document and any documents relating to the Offer will not be and should not be sent, directly or indirectly, by mail or other means, and any person receiving this Notice and any documents relating to the Acquisition (including the depositary, nominee and trustee) must not mail or otherwise distribute or send in or from any such jurisdiction or jurisdiction.

The availability of the Acquisition to Playtech shareholders not resident in the UK or the Isle of Man may be affected by the laws of the relevant jurisdiction in which they are resident. If you are not a resident of the UK or Isle of Man, you should obtain your own information and comply with any applicable requirements.

The Acquisition is subject to the Takeover Code and applicable requirements of the Group, the London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to shares in an Isle of Man company and is being effected by means of a scheme of arrangement under Isle of Man law. A scheme of arrangement transaction is not subject to the takeover and proxy solicitation rules under the US Securities Exchange Act 1934 (the "Exchange Act").

The Acquisition is therefore subject to disclosure and procedural requirements applicable to a scheme of arrangement in the Isle of Man and the UK that are different from the disclosure and proxy solicitation rules for a US takeover bid.

However, if BIDCO chooses to take this acquisition through the US public purchase in the United States, such a public purchase, including the exemptions based on the US Exchange Law, in accordance with all applicable laws and regulations in the United Kingdom and the United States. It will be done. The public purchase is what BIDCO does in the United States, not done by others.

When this acquisition is implemented by the public purchase method, according to the acquisition code and within the range accepted by the acquisition code, the rules of the US Exchange Law 14E-5 (b) According to, Bidco or its nominnie or its broker (act as an agent) is a certain purchase or a certain purchase or other securities other than the purchase during the period when the purchase can be accepted. You can make arrangements at any time. Such a purchase will be performed at an actual price in the public market or at a private transaction at the negotiating price. If such purchases or purchases are made, they shall be performed outside the United States and follow the Applications, including the man Island, British, and the US Exchange Law. Bidco or its affiliated companies will not be performed at a price exceeding the acquisition price of the acquisition in the public unless the acquisition price is raised accordingly. Information related to such a purchase or purchase agreement is disclosed as required by Man and the UK, reported to the regulatory information services, and the London Stock Exchange website www. LondockExchange. < Span. > However, if BIDCO chooses to carry out this acquisition through a public purchase in the United States, such a public purchase, including the exemptions based on the US Exchange Law, all applicable laws in the UK, the United Kingdom and the United States. It will be performed according to. The public purchase is what BIDCO does in the United States, not done by others.

When this acquisition is implemented by the public purchase method, according to the acquisition code and within the range accepted by the acquisition code, the rules of the US Exchange Law 14E-5 (b) According to, Bidco or its nominnie or its broker (act as an agent) is a certain purchase or a certain purchase or other securities other than the purchase during the period when the purchase can be accepted. You can make arrangements at any time. Such a purchase will be performed at an actual price in the public market or at a private transaction at the negotiating price. If such purchases or purchases are made, they shall be performed outside the United States and follow the Applications, including the man Island, British, and the US Exchange Law. Bidco or its affiliated companies will not be performed at a price exceeding the acquisition price of the acquisition in the public unless the acquisition price is raised accordingly. Information related to such a purchase or purchase agreement is disclosed and reported to the regulatory information services, but the website of the London Stock Exchange www. LondockExchange. If BIDCO chooses to take this acquisition by purchasing public purchases in the United States, such a public purchase will be carried out in accordance with all application laws in Mans, UK and the United States, including exclusions based on the US Exchange Law. I will do it. The public purchase is what BIDCO does in the United States, not done by others.

This acquisition and this announcement have not been approved or disclosed of the US Securities and Exchange Commission, the US State Securities Committee or the other US regulators, but the information included in this presentation is appropriate. It is not exactly whether it is accurate or perfect. Any statement that contrary to this is a criminal act in the United States.

U. S. owners receiving a price for transfer of PlayTech shares according to the scheme will be a taxable transaction under the US Federal Income Tax Law. PlayTech's shareholders are strongly urged to consult an independent professional advisor about the taxable effects applied to the US State Law, Local Tax Law, and other tax laws. Masu.

Financial information on PlayTech contained in this presentation and planning documents should have been created or created in accordance with accounting standards applied on the Islands and generally recognized in US companies or the United States. In some cases, it may not be comparable to the financial information of the company where the financial statements are created.

Bidco is organized based on the laws of England and Wales, Aristocrat is organized under the Australian law, and PlayTech is organized under the Law on the Island Island. Bidco, aristocrat, and PlayTech's own officers and part of the directors are residents in countries other than the United States. Some of the Bidco and PlayTech assets are located outside the United States. Therefore, the owner of the Play Tech shares or the US Play Tech ADS or the Play Tech ADR holders will deliver to Bidco, PlayTech, or executives or directors in the United States. Alternatively, it may be difficult to enforce a ruling in a US court based on the US Federal Securities Law or the State Securities Law. This acquisition and this announcement have not been approved or dismissed by the US Securities and Exchange Commission, the US State Securities Committee or other US regulators, but the information included in this presentation. It is not the appropriate, accurate or complete or not. Any statement that contrary to this is a criminal act in the United States.

Bidco is organized based on the laws of England and Wales, Aristocrat is organized under the Australian law, and PlayTech is organized under the Law on the Island Island. Bidco, aristocrat, and PlayTech's own officers and part of the directors are residents in countries other than the United States. Some of the Bidco and PlayTech assets are located outside the United States. Therefore, the owner of the Play Tech shares or the US Play Tech ADS or the Play Tech ADR holders will deliver to Bidco, PlayTech, or executives or directors in the United States. Alternatively, it may be difficult to enforce a ruling in a US court based on the US Federal Securities Law or the State Securities Law. This acquisition and this announcement have not been approved or disclosed of the US Securities and Exchange Commission, the US State Securities Committee or the other US regulators, but the information included in this presentation is appropriate. It is not exactly whether it is accurate or perfect. Any statement that contrary to this is a criminal act in the United States.

This presentation (including information incorporated by reference in this presentation), oral announcements associated with this acquisition, and any of the members of the PlayTech and PlayTech Group, Bidco, Aristcrat, and Aristo Other information published by any member of the Clut Group includes "descriptions on future forecasts" (including "descriptions about future forecasts in the meaning of the 1995 Private Securities Law") It contains a description that may be considered as a description. These descriptions on future forecasts may be deemed to be "descriptions on future forecasts" (including "descriptions related to future forecasts in the meaning of the US Private Securities Law in the US Private Securities"). It contains a statement. This presentation (including information incorporated by reference in this presentation), oral presentation in connection with this acquisition, and any of the members of the PlayTech and PlayTech Group, Bidco Co., Ltd. Other information published by any member of the company or Ariste Clut Group is "description of future forecasts" (including "descriptions about future forecasts" in the meaning of the 1995 Private Securities Law). Includes descriptions that may be considered as a description of future forecasts. These descriptions on future forecasts may be deemed to be "descriptions on future forecasts" (including "descriptions related to future forecasts in the meaning of the US Private Securities Law in the US Private Securities"). It contains a statement. This presentation (including information incorporated by reference in this presentation), oral announcements associated with this acquisition, and any of the members of the PlayTech and PlayTech Group, Bidco, Aristcrat, and Aristo Other information published by any member of the Clut Group is about "description of future prediction" (including "description of future forecasts in the meaning of the 1995 Private Securities Law") or about future forecasts. It contains a description that may be considered as a description. These descriptions on future forecasts may be deemed to be "descriptions on future forecasts" (including "descriptions related to future forecasts in the meaning of the US Private Securities Law in the US Private Securities"). It contains a statement.

The description included in this presentation shows the future outlook, business strategy, and facts of any of the members of the PlayTech, PlayTech Group, any of the members of the Bidco, AristOcrat, Aristocrat Group or the integrated group. It is about other descriptions other than description. In some cases, these descriptions of the future outlook are "convinced", "estimate", "prospect", "seem", "plan", "expect", "predict" , It can be identified by using terms related to future outlook, including terms such as "expected". Expected "," Expected "," Predicted "," The "," Budget "," plan "," prediction "," Synergy "," strategy "," Project "," Innocent ",", "Will", "Will", "Will", "or" SHOULD "," or other deformation, or equivalent terms. Future prospects The following descriptions may include the following: (i) Capital expenditures, expenses, revenue, synergies, financial results, financial results, debt, dividend policy, loss and future outlook, (II) Potential systems that occur from the business and business strategies of any of the members of PlayTech, PlayTech Group, Bidco, AristOcrat Group, and the acquisition. Global The impact of economic conditions and government reform.

The description of future forecasts depends on the events that will occur in the future, and are accompanied by risk and uncertainty due to its nature because it depends on the situation that occurs in the future. These events and situations include world conditions, political conditions, economic conditions, business environment, market environment, changes in regulations, fluctuations in future exchange rates and interest rates, fluctuations in tax rates, future business integration, sale, and fashion Includes illness, pandemic, illness, etc. If any of these risks and uncertainties are revealed, or if one of the prerequisites is incorrect, the actual results may be very different from expecting, estimation, and prediction. Therefore, these descriptions of these future prospects should be interpreted in consideration of these factors.

Neither PlayTech, any member of the Playtech Group, Bidco, Aristocrat, any member of the Aristocrat Group, nor any of their respective affiliates, directors, officers or consultants make any representation, warranty or guarantee that the occurrence of any facts expressed or implied in the forward-looking statements in this release will actually occur. In light of these risks and uncertainties, potential investors should not rely on forward-looking statements.

In particular, statements regarding estimated cost savings and synergies relate to future actions and circumstances and, by their nature, involve risks, uncertainties and contingencies. As a result, the reported cost savings and synergies may not be achieved, may be achieved later than estimated or may be achieved earlier than estimated, or the cost savings and synergies achieved may differ materially from those estimated. The larger size of the combined group may result in additional changes to the combined group's operations. As a result, and given that such changes relate to the future, the resulting cost synergies may be significantly higher or lower than estimated.

The forward-looking statements speak only as of the date of this release. All subsequent oral or written forward-looking statements attributable to any member of the Aristocrat group or the PlayTech group, or their respective partners, directors, officers, employees or consultants, are expressly qualified in their entirety by the above cautionary statements.

PlayTech, each member of the Playtech group, Bidco, Aristocrat and each member of the Aristocrat group expressly disclaim any obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law or applicable regulatory rules.

No forecasts or estimates of profits

No statement in this announcement is intended to be a forecast or estimate of profits for any period, and no statement in this announcement should be interpreted to mean that profits or earnings per share of Aristocrat or Playtech (as applicable) for the current or future financial years will necessarily equal or exceed the historical published profits or earnings per share of Aristocrat or Playtech (as applicable).

Disclosure requirements of the Takeover Code

According to the rule 8. 3 (a) of the takeover code, offers of offering companies or stock exchanges (offers other than offered that the content of the offer is only cash or only cash) Those who have more than 1 % of the related securities must publish the opening position after the offer period starts and the offer is first confirmed. To disclose the public purchase position, the (i) purchaser, (ii), (II), the relevant securities of the stock exchanges must be described in the person's equity, short position, and details of the stock acquisition rights. Not. Disclosure of the start position by the applicable person. 3 (a) will be at 3:30 pm (London time) on the 10th business day after the start of the recruitment period, and if necessary, 10 business days after the first identification of the stock exchange. It must be held by 3:30 pm (London time). Prior to the disclosure deadline of the public position, the officials who take the relevant securities of the public buyer or the public exchange of the stock exchange must do the following:

According to the 3 (B), if you are trading related securities for the public or stock exchanges, 1 of the relevant securities of the public or the stock exchange of the stock exchange. Those who have more interests more than % must disclose transactions. The disclosure of the transaction must include the details of the relevant securities, (i), (II), and (II) recruitment of (II) Stock Exchange, and the details of the person's related transactions, profits, short positions, and underwriting rights. The disclosure of transactions by those who apply the rules 8. 3 (b) must be performed at 3:30 pm (London time) on the next business day of the day of the relevant transaction.

If two or more people acquire or control the assortment of securities related to the public purchaser of the public purchaser or the stock exchange in collaboration with agreement or consent, regardless of whether they are formal or unofficial. For the purpose of Article 8, these people shall be considered one person. Rules of the takeover code according to the rules 8. 3 (a), offers of offering companies or stock exchanges (other than the offer announced that the content of the offer is only cash or only cash If you have more than 1 % of the relevant securities), you must publish the opening position after the offer period starts and if the offer is first confirmed, the offer is first confirmed. To disclose the public purchase position, the (i) purchaser, (ii), (II), the relevant securities of the stock exchanges must be described in the person's equity, short position, and details of the stock acquisition rights. Not. Disclosure of the start position by the applicable person. 3 (a) will be at 3:30 pm (London time) on the 10th business day after the start of the recruitment period, and if necessary, 10 business days after the first identification of the stock exchange. It must be held by 3:30 pm (London time). Prior to the disclosure deadline of the public position, the officials who take the relevant securities of the public buyer or the public exchange of the stock exchange must do the following:

According to the 3 (B), if you are trading related securities for the public or the stock exchange, 1 of the relevant securities of the public or the stock exchange 1 Those who have more interests more than % must disclose transactions. The disclosure of the transaction must include the details of the relevant securities, (i), (II), and (II) recruitment of (II) Stock Exchange, and the details of the person's related transactions, profits, short positions, and underwriting rights. The disclosure of transactions by those who apply the rules 8. 3 (b) must be performed at 3:30 pm (London time) on the next business day of the day of the relevant transaction.

When two or more people acquire or control the assortment of securities related to the public purchaser of a public purchaser or a stock exchange based on agreement or consent, regardless of whether it is formal or unofficial. For the purpose of Article 8, these people shall be considered one person. According to the rule 8. 3 (a) of the takeover code, offers of offering companies or stock exchanges (offers other than offered that the content of the offer is only cash or only cash) Those who have more than 1 % of the related securities must publish the opening position after the offer period starts and the offer is first confirmed. To disclose the public purchase position, the (i) purchaser, (ii), (II), the relevant securities of the stock exchanges must be described in the person's equity, short position, and details of the stock acquisition rights. Not. Disclosure of the start position by the applicable person. 3 (a) will be at 3:30 pm (London time) on the 10th business day after the start of the recruitment period, and if necessary, 10 business days after the first identification of the stock exchange. It must be held by 3:30 pm (London time). Prior to the disclosure deadline of the public position, the officials who take the relevant securities of the public buyer or the public exchange of the stock exchange must do the following:

According to the 3 (B), if you are trading related securities for the public or stock exchanges, 1 of the relevant securities of the public or the stock exchange of the stock exchange. Those who have more interests more than % must disclose transactions. The disclosure of the transaction must include the details of the relevant securities, (i), (II), and (II) recruitment of (II) Stock Exchange, and the details of the person's related transactions, profits, short positions, and underwriting rights. The disclosure of transactions by those who apply the rules 8. 3 (b) must be performed by 3:30 pm (London time) on the next business day following the relevant transaction.

680 pence of cash per playTech shares

I have the right to receive:

In addition, the address, e-mail address, and specific information provided by the playtech shareholders, those who have information rights, and other stakeholders to receive contacts from the PlayTech, and specific information during the public purchase period. In order to comply with the rules 2. 11 (c), it may be provided to BIDCO as requested in section 4 of the schedule 4 as the public purchase.

-The 66. 0 % of the 3-month Play Tech shares for three months ending on the final execution date is 66. 0 %. And

-55, 0 %. 12 months of pla y-tech shares that end the most recent execution date 438, 8 pense.

PlayTech shareholders are computershare Investor Services (Jersey) Limited (C/O THE PAVILIONS, BRIDGWATER ROAD, BS99 6ZY) 07 4040) You can request the paper media announced. You can also claim all documents, presentations, and information to be sent in the future in connection with this acquisition.

Some of the numbers included in this presentation are cut or cut down. Therefore, the numbers in the same category displayed in different table may be slightly different, and the numbers displayed in a specific table may not be the sum of the previous digit numbers.

Rule 2. 9 Disclosure

In accordance with the rules 2. 9 of the takeover code, PlayTech, as of the date of this announcement, the London Stock Exchange Listed Securities Main Market without the face value of 306. 356. 693 shares (excluding ordinary stocks owned by the Ministry of Finance). Contact and confirm that the transaction has been approved. The international securities identification number (ISIN) of ordinary stocks is IM00B7S9G985 / SEDOL B7S98 / LON: PTEC.

In all or part, do not publish, publish, or distribute from the laws that violate the relevant laws, or from the law, or from the provisions.

This notification contains internal information.

Immediate release

October 17, 2021

Recommended cash acquisition

Play Tech Peak (hereinafter referred to as "Play Tech".

Aristo Clut (UK) Holdings (hereinafter referred to as "Bidco")

Wholly owned subsidiary

Ariste Crat Leisure Limited (hereinafter referred to as "Ariste Clut")

In 2006, it was conducted by a scheme of arrangement based on Article X of the Man Island Company Law.

ARISTOCRATIS, BIDCO (ARISTOCRATIS's wholly owned subsidiaries) and PlayTech's Board of Directors have announced that BIDCO has reached the recommended cash acquisition conditions to acquire all issued stocks and ordinary stock capital. This acquisition is implemented by a scheme of arrangement based on Article X of the Companies Act.

2 Acquisition

PlayTech shareholders have the right to receive the following in accordance with the conditions and additional conditions described in the scheme document in this announcement.

680 pence of cash per playTech shares

It is equivalent to the approximate premium:

-The 58. 4 % for 429. 2 pence per share of PlayTech on the most recent execution date.

-The 66. 0 % of the hig h-weighted average value of 409. 7 pence per share per share of three months, which ends on the most recent execution date. and

-The 55, 0%for a 1 2-month Play Tech shares per share of 12 months ending on the most recent day.

With this acquisition, the total amount of PlayTech's issued ordinary shares will be about 2. 1 billion pounds after completely thinning, and about £ 2. 7 billion on business value.

If the start date or before it is declared, paid, or paid for dividends, distributions, or other value reductions by PlayTech, the acquisition price will be reduced accordingly. In this case, PlayTech shareholders have the right to declare, pay, or pay for such dividends, distributions, and other value reductions.

This scheme document will be announced as promptly as promptly executed, in any case within 28 days of this announcement, and the General Meeting of the Court and the Annual General Meeting can be rationally executed after the publication of this scheme document. It seems to be held promptly. This scheme is planned to come into effect in the second quarter of the second quarter of 2022 through the satisfaction of various conditions (in some cases, in some cases).

3 Background and reason of the acquisition

Strategic basis for this acquisition

Play Tech is a major online gambling content and a major software provider that has a proven expertise in the development of software and content platforms for online, mobile, and lan d-based gambling. Play Tech has the following:

-A worl d-class human resources in 24 countries and regions, including seven content studios in the world.

-170 Global Licensees, active in 30 regulatory law areas.

-Sonsing the best products and services in the class with one platform.

-It is a dat a-led business that uses access to data to improve performance and differentiate products with competitors.

-Lon g-term relationships with diverse customer base

-It is a strong financial base with a medium- to lon g-term contract revenue source.

Aristrat is a global leading company of game content and technology, and is a major mobile game in mobile games. Aristrat offers a wide range of products and services, including online games, casino management systems, and free mobile games. The Portfolio, a premium and innovative game content of Aristrat, is recognized worldwide in both lan d-based and social casinos. Aristrat has a established and proven growth strategy that leads to sustainable growth and business resilience.

Aristekrat believes that a partnership with the Play Tech will enhance the game brands and content in the global online RMG segment with proven track record. The acquisition of Play Tech has the following strategic and financial benefits:

-Online RMG is estimated to have a market size of about $ 70 billion (2020) worldwide, and is expected to grow along a wide range of consumers and technology trends. Online RMG offers a new complementary growth channel for Aristkate's gaming business and content.

-Especially in the rapidly growing North American RMG segment, Ariste Clat's main game content, lon g-term customer relationships, regulatory relationships are combined with Playtech's technology and platforms to grow mediu m-term revenue and profits. It will be realized.

-Aliste Crat and PlayTech's distributions, technologies, and content to meet the needs of a wider range of customers and players, provide new connected experiences, bring out the added value of the entire portfolio of Aristak, and bring out customer engagement. To deepen.

-The Snaitech business of Play Tech, a major gaming operator based in Italy, can perform business and innovation in multiple European markets without competition between channels in multiple European markets.

-The attractive financial returns are the first year when PlayTech owns Aristech, the first half of the singl e-digit EPSA Actor (before synergy effects), the middle to the second half of the EPSA Actor (after synergy effect). Is expected.

Aristocrat's attractive financial effect

This acquisition is expected to have a sales increase from the first half of the single digit range to the EPSA in the fiscal year ending on September 30, 2023 (expected to acquire ownership), except for the synergy effect. It includes the estimation of the integrated group, which may withdraw from a specific law that may not match the risk selection of Aristrat as a global gaming licensing. -Online RMG is estimated to have a market size of about $ 70 billion (2020) worldwide, and is expected to grow along a wide range of consumers and technology trends. Online RMG offers a new complementary growth channel for Aristkate's gaming business and content.

Aristocrat's attractive financial effect

This acquisition is expected to have a sales increase from the first half of the single digit range to the EPSA in the fiscal year ending on September 30, 2023 (expected to acquire ownership), except for the synergy effect. It includes the estimation of the integrated group, which may withdraw from a specific law that may not match the risk selection of Aristrat as a global gaming licensing. -Online RMG is estimated to have a market size of about $ 70 billion (2020) worldwide, and is expected to grow along a wide range of consumers and technology trends. Online RMG offers a new complementary growth channel for Aristkate's gaming business and content.

Aristocrat's attractive financial effect

After the acquisition is completed, Aristec Clut reviews the nature of the Play Tech's business in the jurisdiction area where the business of the Play Tech is being developed and in each jurisdiction area, and the consistency between the risk selection and the regulatory management license. I plan to judge. Aristech has a jurisdiction area in which PlayTech's EBITDA in the fiscal year's financial statements ending on December 31, 2020 is expected to contribute to 80 million to € 50 million ($ 78 million to $ 125 million). It is estimated to be the focus of this review. Detailed information about this review is described in Paragraph 9 of this presentation.

The basis of the acquisition is to increase the mediu m-term growth potential of Ariste Clut rather than the creation of Cost Signgy, but Ariste Crat has limited cost reductions, especially the growth rate. In the high US market, it is expected that the benefits of the commonly found in this size, such as the operating costs and scale efficiency that the integrated group use, can be obtained by integration. The expected cost reduction is expected to completely offset the economic impact of the nobles withdrawing from a specific jurisdiction as a result of the examination.

Considering the impact of cost reduction and the possibility of withdrawal from a specific jurisdiction area (above), in the fiscal year ending on September 30, 2023, this acquisition will increase the effect on the hig h-level digital rate to the EPSA. Is expected to bring.

Aristecrat also uses Play Tech's technology and platforms, and utilizes the content that leads the industry and the industry, especially in the rapidly growing North American RMG segment, and further profits in the mediu m-term. ・ We expect profits to grow.

The financing structure of this acquisition is designed to achieve the appropriate balance between the EPSA positive growth and the financing ability for further growth.

The Director of PlayTech, who received advice on the financial conditions of the acquisition by the two companies of Wells Fargo Securities, believes that the acquisition conditions are fair and reasonable. Wells Fargo Securities took into account the commercial evaluation of the Director of PlayTech in providing advice to the Play Tech directors. Wells Fargo Securities provides independent financial advice on the Director of PlayTech for the purpose of the acquisition code.

Accordingly, the Playtech Directors have committed that in respect of their beneficial interests, the Playtech Directors will hold 421 Playtech Shares. In addition, the Playtech Directors have committed, in respect of their beneficial interests, to hold 925 Playtech Shares, representing approximately 0. 14% of Playtech's ordinary shares.

5 Background and reasons for the recommendation

The Directors believe that Playtech is one of the leading technology and services providers in the gaming industry, offering unparalleled technology and products. The Directors believe that this position is being strengthened through the ongoing transition of Playtech's business and governance.

Playtech is undergoing a period of significant transformation

- As the UK market matures and growth slows, and Asian market dynamics become unfavourable, the B2B business is diversifying geographically and expanding into newly regulated markets where strong growth is expected.

- As a result, unregulated Asian revenues have declined significantly and UK-focused operators are no longer Playtech's largest customers.

- Playtech is increasingly attracting new B2B customers to its SaaS-based product suite, which allows the Playtech Group to reach a wider audience with customized product options while reducing start-up costs for customer service and support.

- Playtech has also developed a lower-risk, high-impact approach to entering new markets by entering into long-term structured agreements with major B2C gaming operators. These agreements provide Playtech with software usage fees based on revenue share, and in most cases a separate profit share (or net adjusted revenue) related fee. Playtech entered into its first such structured agreement in 2014 with the owner of Caliplay, a major gaming company operating the "Caliente" brand in Mexico.

- The acquisition of Snaitech in 2018 added regular organic growth and strong cash flows from the regulated Italian market, further mitigating the decline in unregulated Asian revenues. Snaitech is currently being used to consolidate Playtech's assets in Germany and Austria to create a more focused pan-European B2C asset.

- In addition, Playtech is engaged in a simplification process for the Group and has signed agreements to sell Playtech's casual and social gaming businesses to create a pure gaming business and to sell Finalt to Gopher Investments (subject to shareholder and regulatory approval).

Playtech has a clear path to realise long-term growth.

- In parallel with this transition, the business is also focusing on new growth avenues, seeking to further leverage Playtech's unparalleled technology and products in a number of emerging markets.

- Latin America remains a key market opportunity. Following the success of Cariplay, Playtech has replicated the model with similar structured agreements in Colombia, Guatemala, Costa Rica, Panama and Brazil. PlayTech is also using the structured agreement model to drive growth in other markets, such as the Netherlands.

- Given the performance of Cariplay and WPLAY to date, PlayTech expects these and other structured transactions to increasingly contribute to the Group's cash flow and profitability. Profit shares (or adjusted net proceeds) relating to the proceeds from these transactions are generally exchangeable for significant equity interests in the business, with the option to own directly in the event of profits.

- PlayTech is also prioritizing resources to expand its presence in the US, with new license applications and partnership negotiations underway. The Directors believe that the US market in particular will be an important driver of growth and, over time, a key contributor to B2B revenues and EBITDA.

- In order to further penetrate the US market, in addition to initiatives already announced (and in development), PlayTech has begun to pursue opportunities in Q4 2020 in collaboration with Caliente and Caliplay (and others) to frontload entry into certain US states using the Caliente brand, which already has strong recognition in those states. If completed, this opportunity would broaden PlayTech's revenue base and, by exchanging existing net adjusted revenues for revenues relating to minority interests in US-registered companies, would expose Playtech to market valuations and ratings provided by US entities to gaming entities registered with such US entities for aspects of PlayTech's business that the Directors currently consider to be undervalued. If completed on the terms currently anticipated, the proposed transaction and the resulting interest (subject to contractual lock-up restrictions) may be classified as a Tier 1 transaction for PlayTech under the FCA's listing rules. Discussions are ongoing, but the transaction is subject to further negotiations involving multiple parties, fundraising and the satisfaction of certain other conditions, and therefore the transaction cannot be determined to proceed. - Snitech will continue to benefit from its leading brand, scale and position in the relatively untapped Italian online market through its online transition.

The Directors have been carefully considering the acquisition

In the midst of this, Aristocrat made two unsolicited approaches to Playtech in April 2021, both of which were rejected. After a third approach (which, like the previous approaches, was subject to certain conditions, such as Playtech announcing the sale of Finalt), Playtech agreed to provide Aristocrat with access to information about the company's business. Having considered the information provided, Aristocrat made a fourth proposal of 680 pence in cash for each Playtech share. After Aristocrat's first approach, Playtech and its advisors thoroughly reviewed Playtech's business prospects and market-based indicators and also received and fully considered other specific expressions of interest.

PlayTech directors considered the group's powerful competitiveness, advanced technologies, and lon g-term growth opportunities to make a decision to recommend the acquisition. In addition, the director also took into account the following:

-Se t-competitive environment, risk, regulatory environment, uncertainty, and investments necessary for entering new markets (including the US and the potential opportunity above).

-As the above, the time it takes to be fully reflected in the team's achievements in the team's performance.

-Future expenses for the renewal of Snaitech's business license and the effects of investment in the designed transactions.

-The director's view is that he has not been able to properly evaluate the future of the business for a while, and has been delayed by other companies in the world's gaming technology industry.

-Ex said that if there is no acquisition, it is unlikely that the stock price of PlayTech is likely to be traded in the short term at the level of the bundled aristocrat.

-The purchase price of 680 pence per share is as follows:

O 58. 4%of the premium on October 15, 2021 (the last day of practical work before the announcement of this notice).

o 66. 0%premium for the 3-month Play Tech shares for three months, which ends on the most recent execution date. And

O Play Tech and the issued equity capital 2. 1 billion pounds.

-This acquisition provides the opportunity to get the probability and liquidity of the investment to all the PlayTech shareholders.

Directors are confident in PlayTech's strategic direction and lon g-term growth prospects, but as a result of considering all related factors, premiums for the current stock price are the probability of acquisition and shor t-term fluid. I believe that it provides a fascinating option to shareholders that PlayTech will survive as an independent company. PlayTech directors believe that the acquisition conditions are fair and reasonable, and are willing to recognize PlayTech shareholders unanimously. PlayTech director took into account the group's powerful competitiveness, advanced technologies, and lon g-term growth opportunities to make a decision to acquire. In addition, the director also took into account the following:

-Se t-competitive environment, risk, regulatory environment, uncertainty, and investments necessary for entering new markets (including the US and the potential opportunity above).

-As the above, the time it takes to be fully reflected in the team's achievements in the team's performance.

-Future expenses for the renewal of Snaitech's business license and the effects of investment in the designed transactions.

-The director's view is that he has not been able to properly evaluate the future of the business for a while, and has been delayed by other companies in the world's gaming technology industry.

-Ex said that if there is no acquisition, it is unlikely that the stock price of PlayTech is likely to be traded in the short term at the level of the bundled aristocrat.

-The purchase price of 680 pence per share is as follows:

O 58. 4%of the premium on October 15, 2021 (the last day of practical work before the announcement of this notice).

o 66. 0%premium for the 3-month Play Tech shares for three months, which ends on the most recent execution date. And

O Play Tech and the issued equity capital 2. 1 billion pounds.

-This acquisition provides the opportunity to get the probability and liquidity of the investment to all the PlayTech shareholders.

Directors are confident in PlayTech's strategic direction and lon g-term growth prospects, but as a result of considering all related factors, premiums for the current stock price are the probability of acquisition and shor t-term fluid. I believe that it provides a fascinating option to shareholders that PlayTech will survive as an independent company. PlayTech directors believe that the acquisition conditions are fair and reasonable, and are willing to recognize PlayTech shareholders unanimously. PlayTech directors considered the group's powerful competitiveness, advanced technologies, and lon g-term growth opportunities to make a decision to recommend the acquisition. In addition, the director also took into account the following:

-Se t-competitive environment, risk, regulatory environment, uncertainty, and investments necessary for entering new markets (including the US and the potential opportunity above).

-As the above, the time it takes to be fully reflected in the team's achievements in the team's performance.

-Future expenses for the renewal of Snaitech's business license and the effects of investment in the designed transactions.

-The director's view is that he has not been able to properly evaluate the future of the business for a while, and has been delayed by other companies in the world's gaming technology industry.

-Ex said that if there is no acquisition, it is unlikely that the stock price of PlayTech is likely to be traded in the short term at the level of the bundled aristocrat.

-The purchase price of 680 pence per share is as follows:

O 58. 4%of the premium on October 15, 2021 (the last day of practical work before the announcement of this notice).

o 66. 0%premium for the 3-month Play Tech shares for three months, which ends on the most recent execution date. And

O Play Tech and the issued equity capital 2. 1 billion pounds.

-This acquisition provides the opportunity to get the probability and liquidity of the investment to all the PlayTech shareholders.

The Presec director took into account the interests of all stakeholders in the decision. The Director of PlayTech was encouraged by Aristotle's emphasis on human resources and culture. Directors also have a strong balance sheet and the history of success in investment in products and services, and as a result of the expansion of the global scale of the new integrated group, employees have new opportunities. I am also paying attention.

Finally, Play Tech's director believes that the provision of PlayTech and Ariste Cluts is strongly consistent. With the integration of the two companies, Play Tech can further enhance the ability to cros s-promotion to customers with the leading IMS platform and Aristrat content. Customers can benefit from this enhanced content, along with integrated services. Especially in the United States, Aristech has a wide range of businesses, so Play Tech can benefit from extensive distribution of Aristrat. On the contrary, Aristech, on the contrary, gains profits from the online distribution ability of PlayTech, and at the same time can use the PlayTech online technology and content to conform to existing retail operations. PlayTec also provides advantage to Aristrat in the emerging Latin American online game market.

6 Commitment and intentions that cannot be canceled

ARISTOCRAT and Bidco are about 0. 14% of Play Tech's ordinary shares from the Director of the PlayTech to vote for votes for a vote for the Play Tech proposed at the General Assembly and the General Assembly. We have received a total of 421. 925 shares. The details of these inoperable pledges (including the withdrawal situation) are described in the appendix III of this presentation.

ARISTOCRAT and BIDCO also vote for the final sale resolution at the General Assembly, which will be approved by the Presec resolution proposed at the General Assembly, the General Assembly, and the T. Rowe Price International LTD. We have also obtained a promise that cannot be canceled. The T. Rowe Price International LTD has a total of 6. 475. 070 playtech shares (T. Rowe Price International LTD), which is equivalent to about 2. 11%of Play Tech's total number of shares. Masu.

In addition, Aristocrat and Bidco have received letters of intent in support of the Scheme at the Court Hearing, the proposed Playtech resolution at the Annual General Meeting and the proposed final sale resolution at the Annual General Meeting. A total of 56, 515, 088 Playtech shares have been sold by Boussard & amp; Gavaudan Asset Management, LP, Boussard & amp; Gavaudan Investment Management LLP, Schroder Investment Management Limited, Setanta Asset Management, Springowl Asset Management LLP and Ader Investment Management LLP, representing 18, 45 percent of Playtech's issued ordinary share capital at the last practicable date.

As a result, Aristocrat and Bidco have received irrevocable letters of intent or letters of intent for a total of 63, 412, 083 Playtech shares.

Details of these irrevocable commitments and letters of intent are set forth in Appendix III to this announcement.

7 Information about Aristocrat

Aristocrat is a leading global gaming content and technology company and a leading publisher of mobile games. Aristocrat offers a wide range of products and services, including online gaming machines, casino management systems and mobile free-to-play games. Aristocrat's regulated gaming products are approved for use in more than 300 licensed jurisdictions and are available in more than 80 countries.

Maintaining compliance and promoting responsible gaming is one of Aristocrat's most fundamental priorities. It is a key way Aristocrat realizes its mission of "Bringing Joy to Life Through the Power of Play" and embodies its "Good Business, Good Citizen" values.

Aristocrat is listed on the ASX and had a market capitalization of approximately $29. 2 billion (approximately GBP 15. 8 billion) at its most recent viable date, ranking it among the top 20 ASX listed companies by market capitalization. For the year ended 30 September 2020, Aristocrat's operating revenue was $4, 139. 1 million, normalized EBITDA was $1, 089. 4 million and normalized EBITA was A$771. 3 million. For the six months ended 31 March 2021, Aristocrat's operating profit was $2, 229. 0 million, normalized EBITDA was $750. 0 million and normalized EBITA was A$612. 0 million. Bidco is a wholly owned subsidiary of Aristocrat and will be fully integrated in England and Wales to execute the acquisition.

8 About PlayTech

PlayTech is a leading technology provider developing platforms and content for the global gaming industry. As one of the world's largest gaming software providers, it delivers innovative value-added solutions to leading operators.

PlayTech has a strong track record in developing innovative content, software and platforms to address changing player behavior and key industry trends as global markets evolve and continue to evolve. PlayTech has over 7. 000 employees in 24 countries, 170 global licensees and is regulated in 30 jurisdictions.

Operationally, PlayTech consists of three businesses: B2B Gaming, B2B Gaming and B2C Financial Services.

PlayTech's gaming business includes the design, development and sale of software and services for the online and land-based gaming industry. It covers all major RMG segments including casino, live casino, poker, bingo and sports betting, and does MOTETING through a revenue sharing model.

PlayTech's gaming business consists of Snaitech and Hpybet. The larger Snaitech business is a vertically integrated retail and online business in Italy, leveraging PlayTech's proprietary technology and capabilities. HPYBET is Playtech's retail and sports betting B2C business and betting shops in Austria and Germany.

As part of the strategic plan of simplifying the PlayTech business and the disposal of no n-nuclear assets, Play Tech has agreed to sell Finaltech's Finals Investments, including the Playtech financial service business, based on the Final SPA. 。 The Sales of Finalto shall be the approval of a specific regulatory authority regarding the change in Finnal's control and the approval of the PlayTech shareholder at the General Meeting of PlayTech shareholders scheduled to be held in December 2021.

PlayTech is registered on Man Island. PlayTech's shares are listed in the official list Premium section, and the London Stock Exchange has been traded on the listed securities market. The market capitalization of PlayTech is about 1. 3 billion pounds. One year ended on December 31, 2020, PlayTech's sales were £ 1. 078, 500 Million, EBITDA after adjustment was £ 253, 600 MILLION, and the profit before tax was £ 45, 100 MILLION. In the six months ending on June 30, 2021, Play Tech's sales were € 457 million, after coordinating EBITDA was 124 million euros, and profi t-ag o-prone profits were 27 million euros.

9 Directors, management, employees, R & D and location

Aristekrat strategic plan for Play Tech

PlayTech's business is the leader of the world's online RMG sector, and is expected to be exciting growth and development. Aristrat has a strategic emphasis on the world gaming department, and its policy will not change in the future. Aristrat believes that Ariste Clut's business and the Play Tech business are strategically strong.

Aristocrat believes that this acquisition will increase the great profit by expanding the Reach of Ariste Crat's very successful gaming content to the existing B2B gaming business channel of PlayTech. As a result, the integrated group can provide the best content and technology solutions in differentiated classes, which are very attractive in the North American market, across both physically and digital footprints. It will be. Both companies will be able to provide seamless user experience that can access content anytime, anywhere, and strong commitments for responsible gaming and regulation compliance.

PlayTech has an attractive and proven business model that uses a structured contract to provide a complete handheld gaming solution to local operators in cooperation with a powerful partner. 。 Aristech recognizes the value of existing contracts and relation to the entire Play Tech, especially in the US continent. Aristocrat intends to develop existing and new partnerships and businesses to acquire attractive basic opportunities in related markets and continue to cooperate with their partners.

In addition to the initiatives (and under development) announced earlier (and under development), as described in "Background and Reasons for the establishment", Aristec Corporation, in addition to the initiatives (and under development) that were announced earlier I understand that we are pursuing opportunities to enter a specific state in the United States in collaboration with the company and Carylay (and other). ARISTOCRAT and BIDCO are constructively examined this opportunity, which is the best profit for all parties at this opportunity, and how to promote this opportunity by maintaining the value of belonging to PlayTech by AristoCrat and Bidco. In order to decide whether to do it, we intend to actively, in good faith and in good faith.

Aristocrat believes that it will continue to operate PlayTech's B2C gambling business and benefit the integrated team. Aristocrat will benefit from the opportunity to sell existing content in PlayTech's B2C gambling business to both online and retail channels. While consumer preferences and the game industry continue to evolve, PlayTech's B2C business will provide an effectively convergent experience of Aristrat and enhance Aristak's innovation ability.

Prior to this presentation, in accordance with the customs of the industry, AristOcrat was permitted to meet with PlayTech's senior managers for the purpose of the decadence. AristOcrat is the effect of this acquisition on the PlayTech Group, including whether to abolish or change any of the PlayTech business after evaluating the c o-controlled group's regulation and the final sale described below. In order to formulate specific plans or intentions, access to more detailed information is required.

After this acquisition is completed, Aristkrat plans to review the Play Tech Group, its activities and operations (hereinafter referred to as "Review"). The review includes a detailed review of the PlayTech category, the business in each department and the product line. The focus of the review is as follows:

-Equal divisions of PlayTech, their product lines, departments, and customers.

-Can understanding the existing abilities in PlayTech's business, such as management, employees, technical skills, product power, policy, processes, and systems.

-Pay existing and new products / services development and growth that may require additional investment to promote profitable growth.

-Eximpose your understanding of the regulatory environment surrounding the Play Tech (see the "Regulatory Problems" below).

-Confective of gavnance identifies a priority integration plan, and by the integrated group of synergies in the fields of listed companies, corporate spending, game content, technology, and best practices, the integrated group customer is by the integrated group customers. Provides prompt products, services and solutions.

The important part of the review is the evaluation of risks related to the jurisdiction in the jurisdiction of the Play Tech, and the impact of this acquisition on the existing business of Aristec and Play Tech after PlayTech has become a member of the integrated group. It is about. Aristocrat and PlayTech are currently acquiring licenses in over 335 gaming jurisdictions, and integrated groups do not provide operations or services in markets that impair the existing license of the integrated group. Aristrat is an integrated group with high praise from customers and regulatory authorities and paying close attention to compliance. Aristrat regularly evaluates the risks of doing business in a legal area where there is no regulation framework or regulation framework. After the acquisition is completed, Ariste Clear plans to review the Play Tech Group, its activities and operations (hereinafter referred to as "reviews"). The review includes a detailed review of the PlayTech category, the business in each department and the product line. The focus of the review is as follows:

-Equal divisions of PlayTech, their product lines, departments, and customers.

-Can understanding the existing abilities in PlayTech's business, such as management, employees, technical skills, product power, policy, processes, and systems.

-Pay existing and new products / services development and growth that may require additional investment to promote profitable growth.

-Eximpose your understanding of the regulatory environment surrounding the Play Tech (see the "Regulatory Problems" below).

The important part of the review is the evaluation of risks related to the jurisdiction in the jurisdiction of the Play Tech, and the impact of this acquisition on the existing business of Aristec and Play Tech after PlayTech has become a member of the integrated group. It is about. Aristocrat and PlayTech are currently acquiring licenses in over 335 gaming jurisdictions, and integrated groups do not provide operations or services in markets that impair the existing license of the integrated group. Aristrat is an integrated group with high praise from customers and regulatory authorities and paying close attention to compliance. Aristrat regularly evaluates the risks of doing business in a legal area where there is no regulation framework or regulation framework. After this acquisition is completed, Aristkrat plans to review the Play Tech Group, its activities and operations (hereinafter referred to as "Review"). The review includes a detailed review of the PlayTech category, the business in each department and the product line. The focus of the review is as follows:

-Equal divisions of PlayTech, their product lines, departments, and customers.

-Can understanding the existing abilities in PlayTech's business, such as management, employees, technical skills, product power, policy, processes, and systems.

-Pay existing and new products / services development and growth that may require additional investment to promote profitable growth.

-Eximpose your understanding of the regulatory environment surrounding the Play Tech (see the "Regulatory Problems" below).

As part of the above review, the Combined Group will conduct a review of the jurisdictions in which Playtech currently operates and those in which the Combined Group will operate following the completion of the Acquisition, as well as the nature of the Combined Group's operations in each of those jurisdictions. Given the high priority that the Combined Group places on regulatory compliance issues, it is intended to complete an initial assessment of such jurisdictions as soon as practicable and in any event within three months of the completion of the Acquisition. As part of the initial stage of its review, the Group will consider options and make a decision regarding the actions to be taken, including the possible sale or closure, of any business or operations in such jurisdictions if the Group determines that its business activities in such jurisdictions are unlawful:

- jeopardize the Combined Group's existing licenses;

- jeopardize the Group's ability to obtain new RMG licenses in jurisdictions in which the Group intends to enter in the future;

- are not consistent with the Combined Group's risk strategy, risk profile, risk appetite or approach to compliance. ή

- Following the completion of the Acquisition, the combined group may be treated differently from a commercial, risk and reputational perspective given the different mix of assets, businesses and employees held by the combined group.

While Aristocrat will need to obtain further information to assess the potential impact of the review on the contribution of each jurisdiction in which Playtech's businesses operate, Aristocrat estimates that the EBITDA of the jurisdictions expected to be the focus of the review will be approximately €50 million to €80 million (A$78 million to A$125 million) to Playtech's reported results for the financial year ending 31 December 2020.

The review is expected to be completed within 12 months of the closing of the Acquisition, however, given that the closing of the Acquisition is expected to occur in the second quarter of 2022, it is expected that certain decisions and actions may be taken in certain jurisdictions subsequent to the closing of the Acquisition.

In order for Aristocrat to be able to assess the impact on PlayTech's employees and offices, or the closure of Playtech's operations and businesses in its jurisdictions, it will need access to further information before the review is completed. Aristocrat has therefore not formulated any plans or proposals with respect to Playtech's employees or offices that may be affected by such potential actions. The implementation of any potential actions will be subject to comprehensive planning and appropriate engagement and consultation with stakeholders, including employee representatives.

Availability of Finalto

Aristocrat believes in the attractive offer offered by the Finalto business and believes that it has strong future prospects. In order to make the most of this offer and to support the long-term ambitions of the Finalto business outside the combined group, Aristocrat intends to proceed with the proposed sale of Playtech to Gopher Investments, which is expected to close in the first half of 2022, subject to the launch of the relevant regulatory authorities and the approval of Playtech's shareholders. The Acquisition is subject to the approval of the Finalt Disposal by Playtech's shareholders and the terms of Finalt Spa not being amended, modified, supplemented or re-amended in any material and adverse manner (in any way) since this announcement.

Employees and Management

Aristocrat highly values the skills, experience and expertise of Playtech's management and employees, and their importance to the future success of the combined team. Aristocrat believes that the combined team will offer significant opportunities for employees and all stakeholders.

Aristecrat has not yet created a proposal to see how the integration of the Play Tech business into Aristrat affects the integrated group's management and employees. Aristrat recognizes that Aristo Clut may need to be reorganized in business and management after the completion of this acquisition to achieve the expected profits. If the Play Tech is no longer a listed company, the range of limited functions related to the operation of the UK as a single listed company may be reduced or surplus. Aristrat has not yet created a proposal for how to change such potential functions. Furthermore, as a result of the review, as described above, a specific playtech business or work may be sold, liquidated, and closed. Aristkrat anticipates that such a change on the existing personnel of PlayTech is limited. Aristak is considered to provide an alternative opportunity to the employees who play these roles within the integrated group. Such measures may change the balance between the remaining employees and the Play Tech management team in the integrated group. The implementation of any change can also be assumed that a comprehensive plan and a proper involvement with stakeholders.

If a PlayTech employee is fired within 12 months of the completion of the acquisition, Ariste Clut will have applied legal rights, established PlayTecs, and the established dismissal of Aristcrat. In each case, we have agreed to apply it in the best way, based on the seniority and positions related to employees.

After the acquisition is completed, each no n-executive director of Play Tech will resign as a director of PlayTech.

Existing rights and pension systems

After this acquisition is completed, existing employment rights, including the Pension rights of Play Tech's management and employees, are completely secured in accordance with the application method. Aristech's planning for PlayTech does not have significant changes in the employment conditions of PlayTech employees, unless there is a separate agreement with the related employees. PlayTech does not have a fixed benefit pension system.

Employment maintenance and incentive arrangements Ariste Clut has not yet created proposals on how the integration of the Play Tech business will affect the integrated group's management and employees. 。 Aristrat recognizes that Aristo Clut may need to be reorganized in business and management after the completion of this acquisition to achieve the expected profits. If the Play Tech is no longer a listed company, the range of limited functions related to the operation of the UK as a single listed company may be reduced or surplus. Aristrat has not yet created a proposal for how to change such potential functions. Furthermore, as a result of the review, as described above, a specific playtech business or work may be sold, liquidated, and closed. Aristkrat anticipates that such a change on the existing personnel of PlayTech is limited. Aristak is considered to provide an alternative opportunity to the employees who play these roles within the integrated group. Such measures may change the balance between the remaining employees and the Play Tech management team in the integrated group. The implementation of any change can also be assumed that a comprehensive plan and a proper involvement with stakeholders.

After the acquisition is completed, each no n-executive director of Play Tech will resign as a director of PlayTech.

Existing rights and pension systems

Employment maintaining and incentive arrangement Aristocrats have not yet created proposals on how the integration of the Play Tech business to Aristrat will affect the integrated group's management and employees. Aristrat recognizes that Aristo Clut may need to be reorganized in business and management after the completion of this acquisition to achieve the expected profits. If the Play Tech is no longer a listed company, the range of limited functions related to the operation of the UK as a single listed company may be reduced or surplus. Aristrat has not yet created a proposal for how to change such potential functions. Furthermore, as a result of the review, as described above, a specific playtech business or work may be sold, liquidated, and closed. Aristkrat anticipates that such a change on the existing personnel of PlayTech is limited. Aristak is considered to provide an alternative opportunity to the employees who play these roles within the integrated group. Such measures may change the balance between the remaining employees and the Play Tech management team in the integrated group. The implementation of any change can also be assumed that a comprehensive plan and a proper involvement with stakeholders.

After the acquisition is completed, each no n-executive director of Play Tech will resign as a director of PlayTech.

Existing rights and pension systems

Employment maintenance and incentive arrangements

With respect to existing NIL Cost Awards granted under the Playtech Stock Plan, all non-aggression awards granted will have their award dates extended, subject to the Playtech Committee's discretion under the Playtech Stock Plan Rules, evaluating the achievement of performance conditions (if any) and applying or extinguishing time ratings. Assuming the date on which the Court Order is entered is on or before June 30, 2022, it is the intent of the Playtech Compensation Committee that the Playtech Shares will be fully vested on the date of the Court Order, including all options under Tranches A and B of the 2019 CEO Award (except to the extent such options have been omitted or have previously been exercised, including 10, 000, 000 shares). Subject to the consent of the Committee, PlayTech intends to make further awards under the PlayTech Stock Plan in the ordinary course of business and in accordance with its usual practice (including recipients, quantities and performance conditions) for the 2022 financial year on or before 1 March 2022, with a provision that such awards will be automatically deferred if a Court Order is issued before 30 June 2022. All such awards will be subject to applicable evaluation of performance conditions and time-based pre-vesting and will vest in accordance with the PlayTech Plan Rules of the PlayTech Stock Plan.

Elim Poon - Journalist, Creative Writer

Last modified: 27.08.2024

cash flows. Notes to the financial statements. Company equity, professional expenses on acquisitions and ADM security deposit. Reuters — Investor Gopher walks away from bidding for Playtech. News• Nov 18, Shares Magazine — Flutter acquires Tombola; Playtech attracts third suitor. FTSE company Playtech made a written indicative approach to acquire William Hill owner Holdings at a price of p a share in July, only.

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