Playtech ahead of 2020 expectations as Finalto sale talks continue

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About

Proposed resale of economic trading division ("Finaro") for a required amount of up to US$210 million.

PlayTech is an asynchronous company in the B2B and B2C gambling market, focusing on unique technology services.

Playtech PLC (Playtech or the "Group") is pleased to announce that it has entered into an agreement with a consortium led by the Barinboim Group and supported by Leumi Partners Limited and Menora Mivtachim Limited, key members of the Final Two business management team ("Consortium" or "Buyer") for the resale of its owned economic trading division ("Finaro") (the "Transaction").

The Consortium's financial proposal covers an initial requirement of US$185 million (of which US$15 million is to be written off within two years of the closing of the transaction ("Completion")) plus a further US$25 million subject to the implementation of certain foreign exchange vehicle movement or other criteria for the business conducted by the Finalto Group ("Business Finaro"), up to a maximum of US$210 million (US).

- Disposal aligned with the strategy for group simplification

- Completion of an extensive process in which Playtech has explored all avenues to maximise pricing and shareholder satisfaction.

- Release of significant capital for Playtech

- PlayTech to focus on its unique technology services as a non-liner in the fast-paced gambling B2B and B2C markets.

- Increase predictability and currency jet strength for the remaining group

Key cash features and relief implementation

- Consortium of transactions with respect to the mould for a requirement of up to USD 210 million:

o USD 185 million currency method (of which USD 15 million is cancelled for up to two years from the closing stage);

o USD 25 million depending on the final implementation of certain foreign exchange vehicle movement criteria or other criteria.

- Transaction implementation costs of up to USD 210 million in substance, quantified by the company's multiples ("EV") to Adjusted EBITDA:

o 24 times Adjusted EBITDA for economic year 2019 and 6 times Adjusted EBITDA for economic year 2018, i. e., historically, until 2020, subject to the one-off benefits due to COVID-19 in the first quarter of 2020.

o 23x trailing monthly earnings to April 30, 2021 and 3x 2020 adjusted EBITDA metrics.

As of December 31, 2020, Play Tech has $ 139 million ("restricted funds") for the finals for regulation and operation requirements. According to negotiations with the Consortium, the US $ 109 million is expected to be relocated when transactions are completed.

O as a result of the Opin, the net cash revenue of the consortium at the time of transactions is $ 61 million (the amount deducted from $ 170 million to $ 170 million in US $ 120 million).

O. The cash available by PlayTech at the time of transactions has increased about 200 million dollars (in addition to the $ 120 million of the U. S. dollars received as income, and the US $ 30 million, which is no longer needed by the Play Tech). Later, up to $ 40 million in the US will be generated, of which $ 15 million is not eligible.

-When transactions are completed in the current transaction environment due to the influence of global pandemic, PlayTech uses the received funds to maintain the price until it becomes clear, and is tentatively pure. We plan to reduce debt.

If the O playtech receives cash in the fourth quarter of 2021 as expected, PlayTech is still intended to return capital to shareholders as needed, assuming that it will be very clear. , While balancing with the investment capacity in, application, application, application, application, application, application, application, application, application, application, application, application, application, application, application Application / application / application / application / application / application / application / application / application / application / application / application / application / application / application / application / application / application / application / application / application A reasonable approach to leverage.

Additional conditions for transactions

-This transactions have been agreed based on the "Rock Box" closing mechanism, where economic risks and profits related to this business are relocated to buyers since December 31, 2020.

-This transaction requires approval by PlayTech's shareholders, and the Type 1 Circular (hereinafter referred to as "Circular") will be issued as soon as possible.

-Tek Board of Directors unanimously supports this trading that will benefit the entire shareholder.

-The completion of the transaction is scheduled for the fourth quarter of 2021 in accordance with the regular schedule for obtaining permission from regulatory authorities.

Mor Weiser, Managing Director of PlayTech, said:

"The PlayTech has been in the Progress Strategy of Simplification of Group, and today's announcement has been studying any ways to maximize the cost and ensure shareholders' final interests. The process of two years will be completed.

"Sale will have good results for all stakeholders in the final of business, and will be certain for colleagues, customers, and trading partners. This consortium deeply understands the final of business and its market. I am.

"In the future, PlayTech will focus on providing technology based on a strong balance based on the experience on the Internet in gambling B2B and B2C. As the success has proven, we have raised the business pace with a new customer during this period, which revives our ability as a leading technology provider. Is a business opportunity that is going to be realized in the future.

As a class 1 transaction, the sale depends on the approval of the Play Tech shareholders and the approval of some regulatory authorities regarding changes in control. Circulars will be published as soon as possible, including the schedule of the General Assembly. In accordance with the success of the Play Tech, which was announced on March 11, 2021, Finaro was classified as a sales purpose project and was reflected in the configuration of no n-continuous projects.

This announcement is a British version of the UK Market Abuse (Market Abuse Regulations (EU) No 596/2014), which is part of the British law based on the 2018 European Union (EU) withdrawal (EU) withdrawal (EUPean Union (EXIT) Act). It contains the internal information.

This announcement was announced by the Play Tech, and the PlayTech is exclusively responsible.

The person in charge of the presentation of this presentation is Chris McGinnis and Corporate Affairs Director James Newman.

Play Tech PLC +44 (0) 1624 645 954

Chris McGinnis, investor support / strategic analysis director

James Newman, Corporate Affairs Director

Investment Bank UBS (Financial Consultant, Play Tech Joint Sponsor) +44 (0) 20 7567 8000

Yang Heart / Bin Crystal / Sandip Diron

Good Body Stock Broker (Corporate Broker, C o-sponsor PlayTech) +353 1 667 0400

Pierce Cums / Charlotte Crage / Stephen Kane

Headland (PR Consultant Play Tech) +44 (0) 20 3805 4822

Lucy Luruju / Stephen Marsous / Jack Gold

Following the announcement on January 25, 2021, Play Tech is the main members of the consortium supported by the Ballinboim Group and supported by the Rayimi Partners Limited and the Menora Mib Tachim Inshal Limited. We will announce that we have signed a contract to resell the economic and trading department.

The consortium has a maximum of $ 210 million for foreign exchange rates, which initially covered $ 185 million, of which $ 15 million was exempted from the completion of the construction, and the $ 25 million was a specific currency. Provided according to. Other criteria for flows or finalt businesses. The US cash, which is indispensable for business management, is transferred to Finned as part of the sale.

Since this coefficient corresponds to the firs t-class position in the listed rules, it requires an incentive from a PlayTech shareholder in addition to the approval of a specific regulatory authority. Circulars, which include more detailed information on this transaction, and the notification of the General Meeting of the joint shareholders will soon be sent to shareholders.

Transaction background and conditions

As mentioned earlier in the settlement announcement on March 11, 2021, the strategic direction of the group is simplified business management and resale of no n-nuclear assets. PlayTech's strategy is to focus on the forefront of the game field that can apply its own technology that leads the market. In relation to this direction, the company has been examining its own options for the Finalto business for some time.

As part of the strategy, the Board of Directors nominated UBS in 2019 and launched a process to maximize the company's value. However, it was decided to postpone this process for a while, taking into account the deterioration of market standards for "final" and its amount of characteristics.

In 2020, the market environment of Finalto improved significantly, and Play Tech was again examined by a lot of interest. The Board of Directors has rehabilitated the process of evaluating the company's resale services, accepting the possibility of achieving Finalto from a better performance. In response to the media speculation, Play Tech announced on August 27, 2020 that the process was launched, further increasing the number of stakeholders who are interested in Finalto. < SPAN> Following the announcement on January 25, 2021, the Play Tech is a consortium supported by the Ballinboim Group and supported by Raymi Partners Limited and Menora Mibtim Insurance Limited. We will announce that the main members have signed a contract to resell the economic trading department.

The consortium has a maximum of $ 210 million for foreign exchange rates, which initially covered $ 185 million, of which $ 15 million was exempted from the completion of the construction, and the $ 25 million was a specific currency. Provided according to. Other criteria for flows or finalt businesses. The US cash, which is indispensable for business management, is transferred to Finned as part of the sale.

Since this coefficient corresponds to the firs t-class position in the listed rules, it requires an incentive from a PlayTech shareholder in addition to the approval of a specific regulatory authority. Circulars, which include more detailed information on this transaction, and the General Meeting of General Shareholders will soon be sent to shareholders.

Transaction background and conditions

As mentioned earlier in the settlement announcement on March 11, 2021, the strategic direction of the group is simplified business management and resale of no n-nuclear assets. PlayTech's strategy is to focus on the forefront of the game field that can apply its own technology that leads the market. In relation to this direction, the company has been examining its own options for the Finalto business for some time.

As part of the strategy, the Board of Directors nominated UBS in 2019 and launched a process to maximize the company's value. However, it was decided to postpone this process for a while, taking into account the deterioration of market standards for "final" and its amount of characteristics.

In 2020, Finalto's market environment improved significantly, and Play Tech was again examined by a lot of interest. The Board of Directors has rehabilitated the process of evaluating the company's resale services, accepting the possibility of achieving Finalto from a better performance. In response to the media speculation, Play Tech announced on August 27, 2020 that the process was launched, further increasing the number of stakeholders who are interested in Finalto. Following the announcement on January 25, 2021, Play Tech is the main members of the consortium supported by the Ballinboim Group and supported by the Rayimi Partners Limited and the Menora Mib Tachim Inshal Limited. We will announce that we have signed a contract to resell the economic and trading department.

The consortium has a maximum of $ 210 million for foreign exchange rates, which initially covered $ 185 million, of which $ 15 million was exempted from the completion of the construction, and the $ 25 million was a specific currency. Provided according to. Other criteria for flows or finalt businesses. The US cash, which is indispensable for business management, is transferred to Finned as part of the sale.

Since this coefficient corresponds to the firs t-class position in the listed rules, it requires an incentive from a PlayTech shareholder in addition to the approval of a specific regulatory authority. Circulars, which include more detailed information on this transaction, and the General Meeting of General Shareholders will soon be sent to shareholders.

Transaction background and conditions

As mentioned earlier in the settlement announcement on March 11, 2021, the strategic direction of the group is simplified business management and resale of no n-nuclear assets. PlayTech's strategy is to focus on the forefront of the game field that can apply its own technology that leads the market. In relation to this direction, the company has been examining its own options for the Finalto business for some time.

As part of the strategy, the Board of Directors nominated UBS in 2019 and launched a process to maximize the company's value. However, it was decided to postpone this process for a while, taking into account the deterioration of market standards for "final" and its amount of characteristics.

In 2020, the market environment of Finalto improved significantly, and Play Tech was again examined by a lot of interest. The Board of Directors has rehabilitated the process of evaluating the company's resale services, accepting the possibility of achieving Finalto from a better performance. In response to the media speculation, Play Tech announced on August 27, 2020 that the process was launched, further increasing the number of stakeholders who are interested in Finalto.

Then, analyzing the expressions of curiosity, how, announced on January 25, 2021, the Playtech company entered into its own negotiations regarding the possible resale of Final with a consortium led by Barinboom Group and supported by Leumi Partners Limited and Menora Mivtachim Insurance Limited, key members of the Final To Business Managerial Team. The implementation criteria were successfully completed and the customer entered into a binding agreement for the acquisition of Final on the criteria set out in the genuine announcement.

The Board of Directors unanimously concluded that the agreement with the customer should be recommended to the shareholders, who should vote on that position at the General Meeting.

Throughout this long-term process, the Board of Directors carefully considered all acquisition proposals, taking into account the value to the customers, the basis on which these costs would be achieved, the perception and perception of business customers, the regulatory situation in particular in various jurisdictions, and the possibility of securing Playtech's "pure gap".

The Board is confident that the transaction will not only provide a fair price for Playtech shareholders, but also a good outcome for all other stakeholders, providing a great home and confidence for peers, customers and trading partners. The transaction will realise the exciting award of the Company's Finale, make significant progress towards achieving the strategic objective of simplifying the Group and identify opportunities to save significant capital from non-core assets.

Finale is considered an expert in software and propositions for B2C and B2B multi-channel commerce.

Finale's B2C proposition, operating under the Markets. com brand, is recognised globally as a Contract for Difference Online Broker ("CFDS"), allowing purchasers to have access to all CFD opportunities for promotions, indices, spot units and commodities on the trading platform.

The Final B2B Office for Business consists of:

(a) a proposal for the implementation of clearing offers and other retail broker profiles through Final Financial Services Limited (formerly CFH Clearing Limited) thereby implementing direct trade processing with major liquidity providers for Final’s prime arm of business operations and clearing chambers;

(b) liquidation and execution for other retail brokers, where the final business functions as an executive space and market manufacturer.

(C) Finnal business provides technology and risk management to provide platforms, customer relationship management, report and risk management technology in the retail broker market.

When Finnal's business works as a ful l-fillment space or provides a ful l-filling offering, its tasks are performed by Finnal and its subsidiaries ("Finnal Group"), FCA, Singapore College of Currency. It has been restricted by the Cyprus Securities and Exchange Commission, the British Virgin Islands Funding Committee, the Australian Securities Investment Committee, and the South African Economic Affairs Agency.

In the fiscal year ending December 31, 2020, the operating income of Finned Talch was € 1211. 8 million, and after adjustment, EBITDA was 56. 4 million euros (52 million euros in the first half of 2020, 36 million euros in the second half). 。 As stated in the ful l-year financial results of PlayTech announced on March 11, 2021, Finnal has benefited from the exceptional increase in market volatility, especially in the first half of the first half. Achieved business performance. The strength of the market began to normalize by 15 % at the end of 2020, and this leading momentum continued throughout the 2020 remaining period. For this reason, Finnal's representative achievements declined in the second half of the first half of 2020, and this trend continued in 2021.

For the first four months in FY2021, EBITDA was $ 0 to $ 4 million after adjusting the finals, and $ 9 for 12 months until April 2021.

In the ful l-year financial results of 2020, Finned's business was classified into no n-continuous businesses, and the group accepted Finnal's impairment loss by 221. 3 million euros. As of December 31, 2020, Finnal's total assets were 4659 million euros.

Additional economic information will be described in class 1 circular distributed to shareholders soon.

Ron Hoffman (Finned Business CEO) and Lilon Greenbaum (Finned Business Coo) are the top executive of Finnal.

About the consortium

The client is a newly registered company in Israel, and was developed to take over Finned's business. The client is a part of the Barinboim Group, the Consortium composed of Menora Mivtachim Insurance, and the PHOENIX INSURANCE COMITED It is raised by debt loan for the loan. Customers are the management of the Finnal Business, including Ron Hoffman (Chief Executive Officer of the Finnal Business) and Lilon Greenbaum (Chief Executive Officer of Finnal Business). The main members will support.

The Balin Boym Group is a Tel Avi v-based private equity and venture capital companies. The Balinboim Group is investing in companies in the media field.

Rei Partners Limited is the commercial and investment bank division of Bank Reimi (TASE: LUMI), one of the two major banks in Israel. Tel Aviv, based in Tel Aviv, is looking for direct stock investment in fields such as technology, media, telecommunications, consumer and retail, and healthcare. Liumi Partners Limited's business scope includes investment and transfer of these proposals, such as underwriting, economic tests, investigations, strategic consulting, M & amp; A, and recruitment of stocks and bond funds.

Menora Mib Tachim Insulance Limited is an insurance and economic group in Israel, headquartered in Tel Aviv. Menora Mibtachim Insulance Limited, which operates business in Money Market and Economic Sector, is developing mutual fund management, asset management, underwriting, and real estate investment. The Menora Mib Tachim Insurance Limited has managed assets and operates the largest pension fund, New Mib Tachim, Israel.

PHOENIX Insurance Company Limited is considered a subsidiary of PHOENIX HOLDINGS LTD (TASE: PHOE), an Insurance Company, which is listed on the Tel Aviv Stock Exchange.

Main status of transactions

In accordance with the sales contract, the Play Tech agreed to sell Finals to customers with a maximum of $ 210 million foreign currency construction, and configured the arrangement as a relevant finale promotion and credit.

The total price paid to PlayTech due to the agreement of sale is a mechanism that will be paid in the near future: (i) $ 170 million (paid in cash at the end of transactions), (II) $ 15 million (transaction) If a specific event for the group's final withdrawal occurs until the 2nd anniversary of the end or this stage, it will be paid when such an event arrives); (III) June 30, 2024 If there is a merit of the threshold organization or a total of 00. 000. 000. 000. 000. 000. 000. 000. 000. 00. 000 if the total tributary of the unpaid for the Finaro Group or foreign exchange funds is 300. 00. 000. 000. The arrival of; (IV) Group Final The 6th anniversary of the end of the transaction related to the group final, the specified release-will bring $ 10 million to $ 420. 000. 。 (V) 2021 It started on November 21, 2021, and for each day that ends by the day before the end date of this transaction, $ 24. 000 per day. However, if the end date of this transaction is until November 21, 2021, the daily amount will not be paid.

At the end of the transaction, the capital of the company's final is less than $ 19 million and is expected to be transferred to the final.

The completion of the sale contract is to be approved by (i) Presectech shareholders to trade, and (II) Group's Finals to obtain approval from a specific regulatory authorities to replace the dominance of the appropriate members. 。 If the above situation is not implemented or delayed until December 31, 2021, the sales contract will end its impact, but this date is based on a contract between the PlayTech and the customer, depending on the Play Tech. It has an option to extend it in three months or other ways.

PlayTech provides a limited guarantee to customers (regarding rights, abilities, legal abilities and payments) to customers through the sale contract, and transactions for specific complaints and complaints related to the final complaint of the group. Provide compensation at the end. < SPAN> The total price paid to PlayTech due to the agreement of sale is a mechanism that will be paid in the near future: (i) $ 170 million (paid in cash at the end of transactions), (II) 15 million. U. S. dollar (If there is a specific event of the group's final withdrawal until this stage, it will be paid when such an event comes after that); (III) 2024 If there is a merit of the threshold organization or the Finalo Group's evaluation of 300. 00. 000. 000. 000. 000. 00. 000 if the total of the unpaid tributaries of the Finaro Group or foreign exchange funds are 300. 00. 000. 00. 000. Such an exit will arrive; Bring it. (V) 2021 It started on November 21, 2021, and for each day that ends by the day before the end date of this transaction, $ 24. 000 per day. However, if the end date of this transaction is until November 21, 2021, the daily amount will not be paid.

At the end of the transaction, the capital of the company's final is less than $ 19 million and is expected to be transferred to the final.

The completion of the sale contract is to be approved by (i) Presectech shareholders to trade, and (II) Group's Finals to obtain approval from a specific regulatory authorities to replace the dominance of the appropriate members. 。 If the above situation is not implemented or delayed until December 31, 2021, the sales contract will end, but this date is based on a contract between the Play Tech and the customer, depending on the Play Tech. It has an option to extend it in three months or other ways.

PlayTech provides a limited guarantee to customers (regarding rights, abilities, legal abilities and payments) to customers through the sale contract, and transactions for specific complaints and complaints related to the final complaint of the group. Provide compensation at the end. The total price paid to PlayTech due to the agreement of sale is a mechanism that will be paid in the near future: (i) $ 170 million (paid in cash at the end of transactions), (II) $ 15 million (transaction) If a specific event for the group's final withdrawal occurs until the 2nd anniversary of the end or this stage, it will be paid when such an event arrives); (III) June 30, 2024 If there is a merit of the threshold organization or a total of 00. 000. 000. 000. 000. 000. 000. 000. 000. 00. 000 if the total tributary of the unpaid for the Finaro Group or foreign exchange funds is 300. 00. 000. 000. The arrival of; (IV) Group Final The 6th anniversary of the end of the transaction related to the group final, the specified release-will bring $ 10 million to $ 420. 000. 。 (V) 2021 It started on November 21, 2021, and for each day that ends by the day before the end date of this transaction, $ 24. 000 per day. However, if the end date of this transaction is until November 21, 2021, the daily amount will not be paid.

At the end of the transaction, the capital of the company's final is less than $ 19 million and is expected to be transferred to the final.

The completion of the sale contract is to be approved by (i) Presectech shareholders to trade, and (II) Group's Finals to obtain approval from a specific regulatory authorities to replace the dominance of the appropriate members. 。 If the above situation is not implemented or delayed until December 31, 2021, the sales contract will end its impact, but this date is based on a contract between the PlayTech and the customer, depending on the Play Tech. It has an option to extend it in three months or other ways.

PlayTech provides a limited guarantee to customers (regarding rights, abilities, legal abilities and payments) to customers through the sale contract, and transactions for specific complaints and complaints related to the final complaint of the group. Provide compensation at the end.

The Client has brought a $5 million deposit (the "Deposit") from the United States to secure the Client's commitments under the Purchase and Sale Agreement. This deposit will be paid by Playtech at the closing of the transaction and will suspend the effect of the Purchase and Sale Agreement in its adjustment to the basis unless suspension is justified for certain reasons, including, but not limited to, if the conclusions at the general meeting related to the transaction are not accepted (and the Client has fulfilled its commitments related to the transaction). The Client has the option to extend for an additional 20 business days the dates within which the required statements, filings, notices and documents must be submitted pursuant to the Purchase and Sale Agreement by taking a relief of $2 million.

The Purchase and Sale Agreement will terminate its effect if a resolution has not been passed at the general meeting and such suspension occurs in respect of the final of Playtech in the direction of 12 months later, whereby the final price of the Group thereby exceeds $200 million.

Deadlines and clearance for completion

The transaction is subject to a number of criteria, covering the disposal of the shares at the general meeting of Playtech shareholders and obtaining certain regulatory consents to substitute control over the final appropriate members of the group.

More detailed information on the transaction, as well as a circular with a notice of the convening of the joint general meeting, will be oriented by Playtech shareholders in the short term. Closing of the transaction is expected in the fourth quarter of 2021.