Online gaming and financial trading systems provider Playtech PLC (LON:PTEC) has announced the proposed internal corporate re-organisation of the Playtech BGT Sports division (‘PBS’).
Following the acquisition of Best Gaming Technology GbmH (‘BGT’) which was announced on 13 July 2016, Playtech established PBS, its new sports division led by Dr Armin Sageder.
Armin Sageder
At the time of the July 2016 BGT acquisition Dr Sageder retained a 10% holding in BGT. In order to align Dr. Sageder’s interests with the success of the enlarged PBS division, Playtech is proposing to undertake an internal corporate re-organisation. As a result of the re-organisation Dr. Sageder’s remaining 10% interest in BGT will be exchanged for an equivalent interest in PBS with the associated put and call option arrangements being revised to relate to Dr.Sageder’s proposed 10% interest in PBS.
As part of the re-organisation and through the revised put and call option arrangements, Dr. Sageder will be rewarded for the incremental growth of the non-BGT business in addition to the BGT standalone business with the amount payable calculated by reference to 7.2 x PBS’ 2019 EBITDA less the existing EBITDA of the non-BGT businesses which form part of PBS. The maximum amount payable pursuant to the revised arrangements will be increased to €95 million, an incremental increase of €35 million versus the previously agreed cap.
Dr. Sageder is a related party of Playtech as he is a director of a subsidiary of the Group and a substantial shareholder in the subsidiary. Accordingly, the proposed amended put and call option arrangements described above are classified as a smaller related party transaction under the definition of Listing Rule 11.1.10R.
The proposed re-organisation and the associated revised put and call option arrangements are subject to certain conditions including court approvals, and are not expected to become effective until next year. A further announcement will be made in due course.