PLUS500 Shareholders approve Recommended cash acquisition by PLAYTECH PLC 

On 1 June 2015, the Boards of Playtech plc (“Playtech”) and Plus500 Ltd (“Plus500”) announced that they had reached agreement regarding the terms of a recommended cash acquisition through which the entire issued ordinary share capital of Plus500 will be acquired by Playtech by means of a merger under the Israeli Companies Law (the “Acquisition”).

Plus500 announced that the Acquisition was approved at the Special General Meeting (“SGM”) of the Plus500 shareholders by an overwhelming majority of 93.4% of the votes cast at the SGM, representing 71.8% of Plus500’s total voting power. The approval satisfies the two voting threshold requirements for the approval of the Acquisition:

• A majority of the total voting power of Plus500; and
• A majority of the votes cast at the SGM by shareholders who are not affiliated with the Playtech Group or with any shareholder holding 25% or more of the issued share capital of Playtech.

Completion of the Acquisition remains conditional on satisfying a number of conditions including receipt of regulatory approvals and antitrust clearance and the approval of Playtech’s shareholders, as detailed in the Information Statement posted to Shareholders on 11 June 2015. The Playtech Circular and Notice of General Meeting is expected to be published shortly. It is expected that these conditions will be satisfied by the end of September 2015.

Further to the Information Statement posted to Shareholders on 11 June 2015, Plus500 has obtained a Tax Ruling (the “Tax Ruling”) from the Israeli Tax Authority (“ITA”), which provides that no Israeli tax shall be withheld from the proceeds that are to be received by non-Israeli resident shareholders of Plus500 upon the sale of their Plus500 shares in the Acquisition, provided that each such shareholder can meet certain identification requirements set by the ITA.

Each certificated shareholder and DI Holder of Plus500 will receive (directly or through his broker, as applicable) a copy of a declaration form in the form prescribed by the ITA (the “Declaration Form”) together with detailed instructions for completing and mailing the Declaration Form to ensure they are able to benefit from the Tax Ruling. Further details of this process will be released in due course.

Source: Plus500 – PLUS500 Shareholders approve Recommended cash acquisition by PLAYTECH PLC

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