Pre-Annual General Meeting Information • May 3, 2021
Pre-Annual General Meeting Information
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To be held at 10.00 a.m. on 26 May 2021 at Midcity Place, 71 High Holborn, London WC1V 6EA.
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 10.00 a.m. on 24 May 2021.
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
Ground Floor St George's Court Upper Church Street Douglas Isle of Man IM1 1EE
Final date for receipt of proxies by the registrars 24 May 2021 at 10.00 a.m. Time and date of the Annual General Meeting 26 May 2021 at 10.00 a.m.
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
29 April 2021
I am pleased to be writing to you with details of the Annual General Meeting of Playtech plc ("Playtech" or the "Company") for 2021 (the AGM).
As a result of the current COVID-19 pandemic and the legislative measures and associated guidance introduced by the UK Government in response, for the safety of our shareholders, our employees, our advisers and the general public, the AGM will be held as a closed meeting. Attendance by shareholders at the AGM in person will not be possible and shareholders or their appointed proxies (other than the Chair of the AGM) will not be permitted entry to the AGM. We will continue to monitor the rapidly developing impact of COVID-19, including latest government guidance, and how this may affect the arrangements for the AGM. Should circumstances change before the time of the AGM and we consider that it has become possible to enable shareholders to attend within the safety constrains and in accordance with government guidance at that time, we will inform shareholders as early as is possible before the day of the AGM via our website www.playtech.com and/or RNS. Under our Articles of Association, we have arranged for the necessary quorum to be present and can confirm that we will be in full compliance with Covid-19 restrictions.
We fully understand that this is not an ideal arrangement and 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 AGM and we will deal with all queries raised. Written questions should be submitted to our Company Secretary, Brian Moore, at [email protected] and/or our Director of Investor Relations, Chris McGinnis, at [email protected].
The formal notice of the AGM is set out on pages 5 and 6 of this document.
If you would like to vote on the resolutions, please fill in the enclosed Form of Proxy appointing the Chairman of the Meeting as your proxy with your voting instructions and return it to our registrars as soon as possible. Alternatively, you can register your proxy to vote electronically by logging on to www.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 10.00 a.m. on 24 May 2021 at the latest.
The explanatory notes in Appendix 2 outline the business to be considered at the AGM.
Please check that you have received the following with this document:
You are strongly encouraged to register a proxy vote by either casting your proxy online as explained in the notes on pages 7 and 8 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 by no later than 10.00 a.m. on 24 May 2021.
The Directors of the Company consider that all the proposals to be considered at the AGM are in the best interests of the Company and its members as a whole and are 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 all the proposed resolutions as they intend to do in respect of their own beneficial holdings which amount to 426,925 Ordinary Shares representing approximately 0.14% of the existing issued Ordinary Shares (excluding 2,937,550 shares held as treasury shares).
As announced 3 March 2021, I will be stepping down as Interim Chairman on 1 June 2021 and Brian Mattingley will be joining the Board as Non-Executive Chairman with effect from 1 June 2021. In selecting the new Chair, we wanted to appoint an individual with significant online gambling experience and a track record of delivering high levels of corporate governance and stakeholder engagement in a highly regulated and fast-growing industry. Over the course of the last 30 years, Brian has delivered strongly in these areas and has been at the forefront of the development of our industry. We are delighted that someone of Brian's calibre is joining the Board and look forward to benefitting from his experience to support our continued progress and growth.
Yours sincerely
Claire Milne Interim Chairman
Claire has a master's degree from the John Hopkins University, Baltimore, is a member of The Law Society of Scotland, is a Manx Advocate and a Writer to Her Majesty's Signet. She is a member of the Institute of Directors, the Licensing Executive Society and the Society for Computers and a General Member of the International Masters of Gaming Law and was Chair of the Isle of Man Gambling Commission between 2007 and 2012. She is currently a Partner and Team Leader within the Intellectual Property and Science & Technology team for Appleby in the Isle of Man.
Prior to being appointed CEO in 2007, Mor was the Chief Executive Officer of one of the Group's subsidiaries, Techplay Marketing Limited, which required him to oversee the Group's licensee relationship management, product management for new licensees and marketing activities. Before joining Playtech, Mor worked for Oracle for over four years, initially as a development consultant and then as a product manager, which involved creating sales and consulting channels on behalf of Oracle Israel and Oracle Europe, the Middle East and Africa. Earlier in his career, he worked in a variety of roles, including as an auditor and financial consultant for PricewaterhouseCoopers and a system analyst for Tadiran Electronic Systems Limited, an Israeli company that designed electronic warfare systems.
Andrew was appointed as Playtech's Chief Financial Officer on 10 January 2017.
Having qualified as a solicitor with Ashurst in 2001, Andrew moved into investment banking, first with ABN AMRO and then with Deutsche Bank, specialising in both the technology and leisure sectors. Andrew joined Playtech in 2015 as Head of Investor Relations.
John is a qualified accountant and his previous roles include Group Chief Executive of Jamie Oliver Holdings Limited from 2007 to 2015, Group Retail and Leisure Director of Virgin Group Limited from 1998 to 2007 and Managing Director of Body Shop International from 1988 to 1994.
Prior to his appointment, Ian was CEO of Sportech plc from 2005 to 2017 and served as CEO of Arena Leisure plc from 2001 to 2005. Ian is currently Non-executive Chairman of the National Football Museum, Non-executive Chairman of DataPOWA, and a Non-executive Director of both Weatherbys Limited and its technology partnership with the British Horseracing Authority, Racing Digital Ltd.
Anna worked in Investment Banking and Asset Management for over 15 years and is widely respected as a global gambling industry expert. During her time at PAR Capital Management, Anna was responsible for idea generation and portfolio maintenance. Prior to joining PAR, Anna held positions at leading financial institutions including JP Morgan, Marathon Asset Management and Hedgeye Risk Management. Anna is currently a Director of AGS, LLC.
John's significant non-executive experience includes his current role, and previously at Hogg Robinson Group plc and across a series of private companies in the IT, technology, med-tech and related service sectors. In addition, John is a Trustee and Finance Committee Chairman of the Royal Institution of Great Britain and a Trustee at Big Education Trust. Prior to this John spent over 20 years in investment banking as a Managing Director at Morgan Stanley and subsequently at both Deutsche Bank and Societe Generale.
The Chairman will present to the AGM the accounts and the reports of the Directors and the auditors for the year ended 31 December 2020 (the "Annual Report").
Following the voting outcome on the Directors' Remuneration Report at the Annual General Meeting held in May 2020, the Remuneration Committee reflected on how best to proceed in order to enhance how we operate our remuneration policy to ensure that this aligns much more closely to the expectations of our shareholders. The Directors' Remuneration Policy has been subject to a detailed review in 2020. The Remuneration Committee has considered the strategic objectives of the business, shareholder feedback on the current policy, developments in corporate governance and market best practice. As a result, the Remuneration Committee has developed a revised remuneration policy, which will apply for three years from the date of the 2021 Annual General Meeting, subject to shareholder approval. Full details of the revised remuneration policy are set out on pages 103 to 108 of the Annual Report for the year ended 31 December 2020.
Consistent with the UK Companies Act, this resolution is being treated as binding and, if approved, payments to Directors will only be permissible if they are in line with the framework of the Policy. Any payment to a Director which is outside of the framework of the Policy will be presented to shareholders for approval by a way of separate resolution.
For UK incorporated companies, there are requirements in relation to the content and approval of the Directors' remuneration report. Although, as an Isle of Man incorporated company, Playtech is not subject to these requirements, the Board considers that shareholders would expect the Company to voluntarily mirror the requirements of the UK legislation applicable to a premium listed main market company so far as is practicable. The Board is happy to do so as the Directors consider that the requirements facilitate good corporate governance.
Accordingly, the Directors' remuneration report set out in full on pages 100 to 119 in the Annual Report is in three sections and contains:
The first and third sections of the report will be put to an advisory shareholder vote by ordinary resolution.
Resolution 4 proposes the re-appointment of BDO LLP as the Company's auditors to hold office until the next AGM of the Company and, as is common practice, authorises the Directors to set the auditors' remuneration.
Although the articles of association of the Company (the "Articles") do not require all the Directors to retire and be put up for re-election at each annual general meeting of the Company, in accordance with the provisions of the UK Corporate Governance Code, all of the Directors of the Company have resolved that they will retire and offer themselves for re-election by shareholders at the AGM.
The Board considers that the performance of each Board member continues to be effective, that each member of the Board demonstrates the commitment required to continue in their present roles, and accordingly supports each Director's re-election.
Biographical details of the Directors can be found in Appendix 1 and further details of their skills and experience, and representation on the Board committees can be found on pages 86 and 87 of the Annual Report.
The Articles provide that the Directors may only allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares if authorised to do so by the holders of Ordinary Shares. At the last annual general meeting of the Company held on 20 May 2020, the Directors were given authority to allot Ordinary Shares and grant rights to subscribe for or convert securities into Ordinary Shares. The authority granted at the last annual general meeting is due to expire at the conclusion of this year's meeting.
The Investment Association ('IA) guidelines on authority to allot shares state that IA members will permit, and treat as routine, resolutions seeking to allot shares representing approximately one-third of the number of Ordinary Shares in issue. In addition, IA members will treat as routine a request for authority to allot shares representing approximately an additional one-third of the number of Ordinary Shares in issue provided that it is only used to allot shares pursuant to a pre-emptive rights issue.
Accordingly, the authority in Resolution 12, paragraph (a) will allow your Directors to allot up to 102,118,898 Ordinary Shares in the Company or grant rights to subscribe for, or convert any security into, such number of Ordinary Shares in the Company, representing approximately one-third of the Company's issued ordinary share capital (excluding 2,937,550 shares held as treasury shares) as calculated as at 26 April 2021 (being the latest practicable date prior to publication of this notice). The authority in Resolution 12, paragraph (b) will allow your Directors to allot a further 102,118,898 Ordinary Shares or grant rights to subscribe for, or convert any security into, such number of Ordinary Shares in the Company representing approximately one-third of the Company's issued Ordinary Shares (excluding 2,937,550 shares held as treasury shares) as calculated as at 26 April 2021 (being the latest practicable date prior to publication of this notice), but only in connection with a pre-emptive rights issue.
The power conferred by this resolution will expire at the conclusion of the next annual general meeting of the Company or, if sooner, 15 months after the date of the passing of the resolution.
The Directors have no present intention of exercising this authority. However, it is considered prudent to maintain the flexibility that this authority provides. The Directors intend to renew this authority annually.
Resolutions 1 to 12 will be proposed as ordinary resolutions and will require more than half of the votes cast at the AGM to be in favour of the resolution to be passed.
Under article 6 of the Articles, if the Directors wish to exercise the authority under Resolution 12 to offer Ordinary Shares or grant rights to subscribe for, or convert any security into Ordinary Shares or to sell any Ordinary Shares which the Company may purchase and elect to hold as treasury shares for cash (other than pursuant to a share scheme of the Company), they must first be offered to existing shareholders pro-rata to their holdings. There may be occasions, however, when it is in the Company's interests for the Directors to have the flexibility to finance business opportunities by allotting new Ordinary Shares (or granting rights to subscribe for, or convert securities into, Ordinary Shares) for cash or selling treasury shares for cash without a fully pre-emptive offer to existing shareholders. It is therefore proposed to grant the Directors authority to allot Ordinary Shares (or to grant rights to subscribe for, or convert securities into, Ordinary Shares) for cash or to sell treasury shares for cash without such securities first being required to be offered to existing shareholders.
Resolution 13 and 14 – Disapplication of pre-emption rights continued Resolution 13 would, if passed, allow the Directors to allot new Ordinary Shares (or to grant rights to subscribe for, or convert securities into, Ordinary Shares) for cash or to sell treasury shares (to the extent relevant) for cash:
Resolution 14 is in addition to Resolution 13 and is limited to the allotment of new Ordinary Shares (or the grant of rights to subscribe for, or convert securities into, Ordinary Shares) for cash or to sell treasury shares (to the extent relevant) for cash up to a total of 15,317,834 Ordinary Shares, which represents a further 5% (approximately) of the issued ordinary share capital of the Company (excluding 2,937,550 shares held as treasury shares) on 26 April 2021 (being the latest practicable date prior to the publication of this notice). This further authority may only be used for an allotment of new Ordinary Shares (or the grant of rights to subscribe for, or convert securities into, Ordinary Shares) for cash or to sell treasury shares for cash for the purposes of financing (or refinancing, if this authority is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group's 2015 Statement of Principles for the dis-application of pre-emption rights.
The authority sought and the limits set by Resolutions 13 and 14 will expire at the conclusion of the next annual general meeting of the Company or, if sooner, 15 months after the date of the passing of the resolution.
The Directors have no present intention to exercise the authorities conferred by these resolutions. However, it is considered prudent to maintain the flexibility that these authorities provide. The Directors intend to renew these authorities annually.
This resolution seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 30,635,669 of its Ordinary Shares, representing just under 10% of the Company's issued ordinary share capital (excluding 2,937,550 shares held as treasury shares) on 26 April 2021 (being the latest practicable date prior to the publication of this notice).
The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The power conferred by this resolution will expire at the conclusion of the next annual general meeting of the Company or, if sooner, 15 months after the date of the passing of the resolution.
The Directors do not currently have any intention of exercising the authority granted by this resolution. The Directors will only exercise the authority to purchase Ordinary Shares granted by this resolution where they consider that such purchases will be in the best interests of shareholders generally.
On 26 April 2021 (being the last practicable date prior to the publication of this notice) the total number of options to subscribe for Ordinary Shares in the Company amounted to 16,416,461. This represented 5.35% of the Company's issued ordinary share capital on that date. If this authority to purchase shares was exercised in full these options would represent 5.95% of the issued ordinary share capital as at 26 April 2021 (the latest practicable date prior to the publication of this notice). The Company does not have any outstanding share warrants.
Resolutions 13, 14 and 15 will be proposed as special resolutions and require that 75% or more of the votes cast at the AGM be in favour of the resolution for it to be passed.
Notice is given that the Annual General Meeting (the AGM) of Playtech plc (the "Company") will be held at Midcity Place, 71 High Holborn, London WC1V 6EA on 26 May 2021 at 10.00 a.m. for the following purposes:
To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:
provided that the authority conferred by this resolution shall expire at the conclusion of the next annual general meeting of the Company or, if shorter, 15 months after the date of the passing of this resolution but so that the Company may, before such expiry, make offers or agreements which would or might require Ordinary Shares to be allotted or rights to subscribe for or convert securities into Ordinary Shares to be granted after such expiry and the Directors may allot Ordinary Shares or grant rights to subscribe for or convert any security into Ordinary Shares pursuant to any such offer or agreement as if this authority had not expired, where "rights issue" means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depositary receipts or any other matter.
To consider and, if thought fit, pass the following resolutions, which will be proposed as special resolutions:
and such authority, unless renewed, shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution but, in each case, shall extend to the making or entering into, before such expiry, of an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors of the Company may allot equity securities (and sell treasury shares) pursuant to such offer or agreement as if this authority had not expired.
and such authority, unless renewed, shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date of the passing of this resolution but, in each case, shall extend to the making or entering into, before such expiry, of an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors of the Company may allot equity securities (and sell treasury shares) pursuant to such offer or agreement as if this authority had not expired.
Voting on all resolutions 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
29 April 2021
Registered in Isle of Man number 008505V
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
Ground Floor St George's Court Upper Church Street Douglas Isle of Man IM1 1EE
www.playtech.com
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