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MarketScreener Homepage  >  Equities  >  London Stock Exchange  >  Playtech    PTEC   IM00B7S9G985

PLAYTECH

(PTEC)
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Playtech : General Meeting 2020

12/01/2020 | 12:13pm EST

Playtech plc General Meeting

to propose amendments to the articles of association of the Company

To be held at 12.00 pm on 18 December 2020 at Ground Floor, St George's Court, Upper Church Street, Isle of Man, IM1 1EE

Whether or not you propose to attend the General Meeting, please complete and submit a form of proxy in accordance with the instructions printed on the enclosed form.

The form of proxy must be received by no later than 12.00 pm on 16 December 2020.

THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Playtech plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Playtech plc

Incorporated in the Isle of Man under company number 008505V

Registered office:

Ground Floor

St George's Court Upper Church Street Douglas

Isle of Man IM1 1EE

Contents

  • 1 Letter from the Chairman

  • 3 Notice of General Meeting of the Company

  • 4 Notes to the Notice of General Meeting

Timetable of events

Final date for receipt of proxies by the registrars Time and date of the General Meeting

16 December 2020 at 12.00 pm 18 December 2020 at 12.00 pm

Playtech plc

Incorporated in the Isle of Man under company number 008505V

Ground Floor

St George's Court Upper Church Street Douglas

Isle of Man IM1 1EE

1 December 2020

To all shareholders

Dear shareholder,

General Meeting to propose certain amendments to the articles of association of the Company

I am pleased to be writing to you with details of a general meeting of Playtech plc ("Playtech" or the "Company") (the "General Meeting") at which members will be asked to approve a special resolution proposing certain amendments to the articles of association of the Company in connection with the Company's proposed migration of its tax residency from the Isle of Man to the United Kingdom ("UK") in early 2021, which was announced today.

We have considered the current situation with COVID-19, to include travel restrictions and social distancing and, for these reasons, we have decided to hold the meeting as a closed meeting. The meeting with be held in the Isle of Man at Ground Floor, St George's Court, Upper Church Street, Douglas, Isle of Man IM1 1EE. Under our Articles of Association, we have arranged for the necessary quorum to be present and can confirm that we are in full compliance with COVID-19 restrictions.

We want to assure shareholders that their views and questions are important to us and therefore, we are asking shareholders to submit their questions in writing in advance of the General Meeting and we will deal with all queries raised. Written questions should be submitted to our Company Secretary, Brian Moore, atbrian.moore@playtech.comand/or our Director of Investor Relations & Strategic Analysis, Chris McGinnis, at Chris.McGinnis@playtech.com.

The formal notice of the General Meeting is set out on page 3 of this document.

If you would like to vote on the shareholder resolution, please fill in the enclosed Form of Proxy and return it to our registrars as soon as possible. Alternatively, you can register your proxy to vote electronically by logging on towww.investorcentre.co.uk/eproxy. You will need to enter the Control Number, Shareholder Reference number and PIN as shown on your proxy form, or if you are a member of CREST, via Computershare Investor Services (ID3RA50). The registrars must receive your proxy appointment by 12.00 pm on 16 December 2020 at the latest.

Background to the proposed migration of the Company's tax residency and the amendments to the articles of association of the Company

As announced today, and as noted above, the Company is proposing to migrate its tax residency from the Isle of Man to the UK with effect from early 2021.

The Board expects that the migration of the Company's tax residency to the UK will not materially impact the underlying effective tax rate or cash tax outflow of the Playtech group, based on the group's current and forecasted earnings and the tax rules currently in force.

The Company has been both registered and tax resident in the Isle of Man since 2012, when its shares were first admitted to the Main Market of the London Stock Exchange. At that time, it was considered to be the most suitable tax regime for the purposes of the Company's operations.

The Board now believes that, given the evolution of the Company and to better align it with its expected future operational substance, there would be an overall benefit to migrating the Company's tax residency to the UK with effect from early 2021. This would allow board meetings and board decisions to take place in the UK and, in addition, the Company would be able to hold shareholder meetings in the UK as a matter of course, which should encourage greater shareholder participation.

Given the geographic proximity of the Isle of Man to the UK and the listing of the Company's shares in London, it was decided to include in the articles of association of the Company certain provisions that made clear that central management and control and the place of effective management were not in the UK. These provisions remain in the articles of association, as do related provisions that prohibit board meetings and board decisions from taking place in the UK.

In light of the proposed migration of the tax residency of the Company to the UK, it is proposed at the General Meeting to put to shareholders a special resolution to amend the articles of association by removing the above mentioned provisions in order to facilitate such migration, such amendments to be effective from 00.01a.m on 1 January 2021. As a special resolution is proposed, the requisite voting majority for the resolution to pass is at least 75 per cent of the votes cast by ordinary shareholders who (being entitled to do so) vote in person or by proxy in favour of it.

Details of the changes to the articles of association are set out in the special resolution in the notice of the General Meeting on page 3 of this document.

Copies of the existing and proposed new articles of association of the Company (showing the changes from the existing articles of association) will be available on the Company's website atwww.playtech.comand for inspection in London at the offices of Bryan Cave Leighton Paisner LLP at Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR and at the Company's registered office at Ground Floor, St George's Court, Upper Church Street, Douglas, Isle of Man IM1 1EE from today's date until the time of the General Meeting, and at the General Meeting venue itself for at least 15 minutes prior to the General Meeting until the end of the General Meeting.

1

Actions to be taken in respect of the General Meeting:

Please check that you have received the following with this document:

  • • a form of proxy for use in respect of the General Meeting; and

  • • a reply-paid envelope for use in connection with the return of the form of proxy (in the UK only).

You are strongly encouraged to register a proxy vote by either casting your proxy online as explained in the notes on pages 4 and 5 or by completing, signing and returning your form of proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post at Computershare Investor Services (Jersey) Limited c/o, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or, during normal business hours only, by hand, at Computershare Investor Services (Jersey) Limited, c/o, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by no later than 12.00 pm on 16 December 2020.

As explained above, shareholders other than those forming the minimum quorum will not be admitted to the meeting and should instead appoint the Chairman of the General Meeting as their proxy with their voting instructions - the use of a proxy will enable your vote to be counted at the General Meeting.

Recommendation

The Directors of the Company consider that the shareholder resolution to be considered at the General Meeting is in the best interests of the Company and its members as a whole and is most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of the proposed resolution as they intend to do in respect of their own beneficial holdings which amount to 426,745 Ordinary Shares representing approximately 0.14% of the existing issued Ordinary Shares (excluding 9,965,889 Ordinary Shares held as treasury shares).

Yours sincerely

Claire Milne Chairman

2

Notice of General Meeting

Notice is given that the general meeting (the "General Meeting") of Playtech plc (the "Company") will be held at Ground Floor, St George's Court, Upper Church Street, Isle of Man, IM1 1EE on 18 December 2020 at 12.00 pm for the following purposes:

To consider and, if thought fit, pass the following resolution as a special resolution:

THAT with effect from 00.01a.m on 1 January 2021 the articles of association of the Company be amended as follows:

  • a) In Article 4, the words "the United Kingdom or" be deleted;

  • b) In Article 6.1(a), the words "other than the Isle of Man or the United Kingdom" be deleted;

  • c) In Article 71.1(a), the words "within the Isle of Man" be deleted;

  • d) In Article 100, the words "the Isle of Man or", "other" and "the United Kingdom and" be deleted;

  • e) In Article 103.1, the words "the United Kingdom and" be deleted;

  • f) In Article 111, both instances of the words "the United Kingdom or" be deleted;

  • g) In Article 116, the words "the United Kingdom or" be deleted;

  • h) In Article 117.1, the words "the United Kingdom or" be deleted; and

  • i) In Article 128, the words "and at such other place in the Isle of Man as the Board may determine" be deleted.

Voting on the resolution will be by way of a poll.

BY ORDER OF THE BOARD

Brian Moore Company Secretary Ground Floor

St George's Court Upper Church Street Douglas

Isle of Man

1 December 2020

Registered in Isle of Man number 008505V

Notes to the Notice of General Meeting

Notes to the Notice of General Meeting

  • 1. Pursuant to Regulation 22 of the Uncertificated Securities Regulation 2006 (Isle of Man), only those holders of Ordinary Shares registered in the register of members of the Company as at 6.00 pm on 16 December 2020 (or 6.00 pm on the day that is two days before any adjourned meeting) shall be entitled to attend (either in person or by proxy) and vote at the General Meeting, or any adjourned meeting, in respect of the number of Ordinary Shares registered in their names at that time. Any changes to the register of members after 6.00 pm on 16 December 2020 (or 6.00 pm on the day that is two days before any adjourned meeting) shall be disregarded in determining the right of any person to attend and vote at the General Meeting.

  • 2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a proxy form with this notice of General Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

  • 3. A form of proxy is enclosed with this notice for use in connection with the business set out above. To be valid, forms of proxy and any power of attorney or other authority under which it is signed must be lodged with Computershare Investor Services (Jersey) Limited, c/o, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible but in any event must be received not later than 12.00 pm on 16 December 2020 (or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the adjourned General Meeting). Completion and return of a form of proxy does not preclude a member from attending and voting at the General Meeting or at any adjournment thereof in person.

  • 4. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint holders.

  • 5. As an alternative to completing and returning the printed form of proxy, you may submit your proxy electronically by accessing www. investorcentre.co.uk/eproxy. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members' individual SRN and PIN numbers are shown on the printed form of proxy or email notification. For further information, see the instructions printed on the form of proxy.

  • 6. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

  • 7. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Ltd's specifications and must contact the information required for such instructions, as described in the CREST Manual (available viawww.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for the General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

    After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

  • 8. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Ltd does not make available special procedures in CREST for any particular message. Normal systems timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.

  • 9. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitation of the CREST systems and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 18(4)(a) of the Uncertificated Securities Regulations 2006 (Isle of Man).

  • 10. A corporation which is a member may by resolution of its directors or other governing body authorise one or more persons to act as its representative who may exercise, on its behalf, all its powers as a member, provided that they do not do so in relation to the same shares. A certified copy of any such resolution must be deposited at the registered office of the Company not less than 48 hours before the time appointed for the General Meeting to be valid.

  • 11. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommends that the shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.

4 Playtech plc Notice of General Meeting 2020

  • 12. As at 6.00 pm on 30 November 2020, the Company's issued share capital comprised 299,328,354 Ordinary Shares (excluding treasury shares). Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6.00 pm on 30 November 2020 is 299,328,354. The Company's websitewww.playtech.comwill include information on the number of shares and voting rights.

  • 13. Voting on the resolution will be conducted by way of a poll rather than on a show of hands as this is considered by the Board to reflect the views of shareholders more accurately. As soon as practicable, following the General Meeting the results of voting at the General Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of the resolution will be announced via a Regulatory Information Service and also placed on the Company's website referred to at note 12 above.

  • 14. Copies of the existing and proposed new articles of association of the Company (showing the amendments to the existing articles of association) will be available on the Company's website referred to at note 12 above and for inspection in London at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR and the Company's registered office at Ground Floor, St George's Court, Upper Church Street, Douglas, Isle of Man, IM1 1EE from today's date until the time of the General Meeting and at the General Meeting venue itself for at least 15 minutes prior to the General Meeting until the end of the General Meeting.

  • 15. Except as provided above, members who have general queries about the General Meeting should use the following means of communication (no other methods of communication will be accepted) calling our shareholder helpline on +44 (0)370 707 4040. You may not use any electronic address provided either:

    • (a) in this notice of general meeting; or

    • (b) any related documents (including the chairman's letter and proxy form), to communicate with the Company for any purpose other than those expressly stated.

Playtech plc

Ground Floor

St George's Court Upper Church Street Douglas

Isle of Man IM1 1EE

www.playtech.com

Disclaimer

Playtech plc published this content on 01 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 December 2020 17:12:03 UTC


© Publicnow 2020
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