Online gambling software provider gears up for premium listing

Staff at the headquarters of the internet gambling software developer Playtech plc were hard at work this week laying the groundwork for the company’s imminent move to a Premium Listing on the main market of the London Stock Exchange and its penetration of the burgeoning social gaming sector.

The company signed a non-binding memorandum of understanding (“MoU”) in relation to its intention to acquire certain assets and businesses worth Euro 95 million, including those enabling its entrance into the social gaming market.

Three MoUs were finalised:

* One regarded Playtech’s intention to acquire social gaming business-to-business assets and businesses in addition to significant assets for real money B2B online and mobile gaming, and an equity stake in a related B2C venture.

* Another MoU was signed regarding the company’s intention to acquire office space currently occupied by subsidiary Gaming Technology Solutions in London, ahead of the intended move to a Premium Listing.

* A further MoU was signed regarding the appointment of Playtech director and major shareholder Teddy Sagi as an adviser to the company ahead of the intended Premium Listing.

Going into the detail of the MoUs, the company advised in a statement that Playtech is interested in the potential acquisition of certain unspecified B2B real money gaming and B2B social media assets and businesses and a related equity participation in a B2C venture with enterprises in which Teddy Sagi is beneficially interested through the company’s largest shareholder, Brickington Trading Limited.

“This acquisition and related arrangements would constitute a related party transaction under the AIM Rules for Companies,” the company statement advises.

“Playtech’s Board has concluded that such acquisition and related arrangements should be made subject to independent shareholder approval (as would be required for a company with a Premium Listing) whether or not completion occurs before or after the intended Premium Listing. Further details on the transaction will be provided in due course.”

Playtech clearly has ambitious designs on the burgeoning social gaming and mobile market, informing interested parties that it has been monitoring the sector and the companies involved therein, and analysing strategies to penetrate the social gaming arena.

By completing the intended transaction, Playtech would gain access to a broad range of social gaming platforms and products and believes it would be uniquely positioned as a leading B2B provider with the ability to supply cross-platform capabilities for a full suite of products including social casino, poker, bingo and rummy.

These platforms and products are already successfully deployed in a fast growing B2C social gaming operation, in which Playtech will receive a 20 percent stake as a result of the transaction, thus creating an additional earnings stream for the Playtech group in one of the fastest growing segments in the gaming industry.

The balance of 80 percent equity in the B2C assets and business incorporating play for real, lottery and social gaming activities, will be retained by entities in which Teddy Sagi is beneficially interested.

These entities will be granted perpetual royalty free licences to use the software and other assets being acquired by the Playtech group as part of the transaction, as well as a licence to use certain games within Playtech’s portfolio in each case in relation to play for fun activities.

Playtech’s plans involve the acquisition of the B2B elements of various businesses and assets that were acquired by entities in which Teddy Sagi is beneficially interested following the completion of the group’s acquisition of PT Turnkey Services Limited.

These businesses include ‘play for real’ gaming assets and products, in addition to social gaming products with incorporation of real money purchase by end users of virtual currency, such as Facebook credits.

The assets which are the subject of the intended acquisition include a social gaming platform including backend capabilities; social poker, casino, rummy and bingo assets and content.

On the player for real money front, Playtech has plans to deploy end-to-end online casino software, integration platform and casino games content; mobile poker software (both Native (iOS and Android) and HTML5); mobile casino software (both Native (iOS and Android) and HTML5) and poker (real money) software.

The deals surrounding these plans are of major financial importance, with the company revealing that the consideration for the intended acquisition is expected to be Euro 95 million, payable by Playtech in one or more tranches at a time of the group’s choosing following completion.

Regarding its acquisition of offices in London to support its Premium Listing on the London Stock Exchange, Playtech has signed a MoU with Worldwide Online Enterprises Limited, detailing its intention for its UK subsidiary, GTS, to purchase a modern, recently completed property in London, currently occupied by GTS, for a consideration anticipated to be GBP 10.5 million or alternatively lease the building on a long term basis for an annual fee of GBP 750,000.

The building is currently owned by a company in which Teddy Sagi is beneficially interested. Accordingly, if the transaction is completed prior to the intended Premium Listing, it will constitute a Related Party Transaction under the AIM Rules for Companies.

Playtech has also detailed its decision to appoint Teddy Sagi as an adviser to the company at a nominal fee of Euro 1 per annum. If this transaction is completed, it will constitute a Related Party Transaction under the AIM Rules for Companies.

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