Playtech (PTEC.L) – Bidding War – Upside TBD
Current Price: £7.71
Offer Price: £6.80 (likely to get improved)
Upside: TBD
Expiration Date: Q4 2021
An interesting potential bidding war situation in gaming software industry. The price did run up a bit while we were researching this case over the last couple of days, however, the situation is still attractive.
Gaming software and content developer Playtech has entered into a takeover proposal with Australian peer Aristocrat at £6.80/share in cash. Since then two different bidders (PE firms, one of them owns a 5% stake) have approached the company with intentions to evaluate a possible competing offer. PTEC shares already trade 13% above the offer price showing strong expectations of an outbid. Several other aspects also strongly indicate that a competing offer is looming. From the PTEC’s reaction to media speculations, it seems that there might be further interested parties lined up behind the scenes and a lucrative bidding war could break out. The downside seems to be protected by the current bid and there are high chances of competing offers. Any new bids would have to come above £7.48/share (judging by irrevocable support agreements). Given that Aristocrat is a large strategic buyer, I expect it to counter the PE firm at least once. A quick glance at the valuation also indicates that there is still room for price improvement.
Timeline
- March’21 – Playtech had been executing strategy to simplify the company (exit non-core businesses) and was looking to sell it’s financial services division Finalto – discussions started with potential buyers for a cash offer price of up to US$200m.
- 26th May – a sale of Finalto was announced for US$210m to a consortium led by Barinboim Group. The price marked 24x adj. EBITDA multiple for 2019 and LTM (ending April’21) adj. EBITDA multiple of 23x.
- 2nd July – a new bidder appeared – Gopher Investments (Chinese PE, affiliate of TTB Bond Partners) was looking to buy Finalto for US$250m. However, the board was restricted from directly engaging with the buyer and said that it had been difficult to properly evaluate the offer.
- 9th July – apparently, Gopher had acquired a 5% stake in PTEC and was advocating PTEC shareholders to vote against Barinboim’s offer.
- 9th July – PTEC consulted with “a large proportion of its major shareholders” and decided to adjourn the meeting to allow further consideration of Gopher’s offer.
- 2nd August – eventually, the board choose to move forward with Barinboim’s offer as it was unable to get enough clarifications about Gopher’s proposal due to restrictions.
- 18th August – PTEC shareholders rejected Barinboim’s offer and the agreement was terminated. The company engaged with Gopher.
- 29th September – announced the sale of Finalto to Gopher for US$250m – 28x adj. EBITDA of 2019 and 49x LTM EBITDA ending June.
- 17th October – a new binding offer for all PTEC shares was announced from Australian gaming content peer Aristocrat (A$30bn market cap) at £6.80/share. Aristocrat is a global supplier of premium gaming content (Casino’s, etc.) and publisher of mobile games. Closing is expected by Q2 2022. Finalto is due to be sold to Gopher before the takeover closes (Aristocrat’s offer is conditioned on that). Aristocrat has already received irrevocable support agreements from 20% of PTEC shareholders.
- 21st October – Gopher approached PTEC seeking DD in order to explore terms on which a possible offer for all PTEC might be made. PTEC publicly announced this only on the 8th of November. Due diligence was granted.
- 15th November – Aristocrat announced arranged financing for the potential transaction.
- 15th November – scheme document was issued. Meeting date to vote on Aristocrat’s offer is set for the 12th of January. The meeting for the Finalto sale is planned for December.
And now for the interesting part.
Most major shareholders are still holding on to their shares despite PTEC trading substantially above the offer price (there seems to be plenty of liquidity to exit). The initial irrevocable undertaking for Aristocrat’s offer was received from Boussard & Gauvadan Asset Management, Schroder Investment Management, Setanta Asset Management, SpringOwl Asset Management, Ader Investment Management, and T. Rowe Price for a total of 20.75% combined stake. These irrevocable agreements can be withdrawn only in case a competing bid is at a 10%+ premium above Aristocrat’s offered price. However, the shareholders are still free to sell some or all of their shares in the open market. PTEC shares are trading substantially above the offer price since the end of Oct, however, so far, only a small amount of irrevocable shares have been sold – Schroder exited all of its stake (about 10m shares or 4% outstanding) at the end of October, SpringOwl sold 1.4m shares and Setanta sold 156 shares. All the other shareholders are holding on for a better offer. Current shares under irrevocable agreements stand at 16.72%. Management holds a negligible amount (0.14%).
Several Chinese investors started acquiring shares above the offer price. 3 days after Gopher approached PTEC with DD request, Chinese businessman Paul Suen Cho Hung started accumulating shares and has so far built 3.7% stake (around £67m) paying up to £7.15–£7.20/share for some of the purchases. Paul Suen owns Les Ambassadeurs, Mayfair private Casino, which runs its online casino on Playtech’s platform. On the 25th of October, another Chinese businessman and investor/poker player Choi Chiu Fai Stanley acquired a 3% stake (shares were trading at £6.70/share then). Additionally – a member in this forum noted that Hao Tang (Philippines, Macau gaming investor, sits on The Stars Group board) also acquired 9m shares (around 3%), however, I wasn’t able to confirm this.
There have been multiple media reports about the competing bids.
- After Aristocrast’s offer announcement, Jason Ader (SpringOwl – owns 8.2m shares) said that there is nothing to prevent other peers, IGT, Scientific Games or PE firms – Apollo from bidding for Playtech. IGT has a licensing agreement with PTEC for online game patents. Scientific Games has agreed to a mutual distribution partnership in July. Just recently Scientific Games has announced a sale of its lottery business for $6bn and sports betting for $1.2bn, so it seems it could definitely be a potential buyer here.
- On the 7th of November, Sky News reported that Gopher is “seriously” considering placing a competing bid for the whole company. One day after, PTEC has made an announcement of Gopher’s approach public, apparently, that happened back on the 21st of October.
- Yesterday (17th Nov) Sky News reported that Eddie Jordan, Irish businessman and former racing driver is looking to place a £3bn GBP (vs Aristocrat’s £2.1bn) offer for PTEC. This morning, PTEC has announced that Eddie’s vehicle JKO Play has indeed approached PTEC and is evaluating making a competing offer.
All of the above clearly suggests that the chances of competing bid/bids are high. Given that PTEC only responds to media speculation, I think it’s likely that there are more buyers lined up behind the scenes and PTEC is currently running an auction for the business. Gaming sector is hot right now and recently we’ve seen a wave of M&A deals, e.g. William Hill – UK-based global online gaming company’s – acquisition 2 months ago for £2.2bn.
Playtech
More background can be found in this VIC write-up from 2017. Over the last decade, PTEC was a fast-growing business increasing adj. profit-after tax by 20% CAGR. However, since 2018 its high margin Asia (China) revenues started declining due to increased competition and in 2018 the company issued a profit warning, which resulted in a 50% share price fall. In 2019 the company started a strategic turnaround and decided to simplify the structure by exiting non-core businesses. A small Casual and Social gaming division (YoYo games) has already been disposed of (€10m) and the company has been exploring a sale of Finalto since mid-2020.
The company reports its financials in euros.
Current segments:
- B2B – provides games content and front/backend software for online gaming operators (Casino, Casino Live, Sports betting, Bingo, Poker, etc.). Playtech’s turnkey services include – hosting, network management, payment advisory, marketing, customer support, fraud prevention, etc. Operates on a revenue share model – 10%-15% of revenues. The division has two sub-segments – Core B2B and Asia B2B. So far it seems that Asian business decline has stabilized and H1’21 Asia revenues were €49m vs €42m last year. To resume growth, the company entered the US market last year (expects it to be a major revenue generator in the future) and is trying to expand in LATAM.
- B2C – retail gambling (B&M betting locations) and online operations, primarily in Italy. The segment was strongly impacted by COVID due to closed retail locations. Consists of:
- Snaitech – largest retail gambling (gaming and sports betting) operator in Italy. Italy is the second-largest gaming market in Europe. PTEC acquired 70% stake in Snaitech in April’18 (at 6.2x 2017 EBITDA – €136m) and the remaining part in August’18. Total price paid was about €846m. Snaitech is successfully moving to online and in H1 2021 grew its online revenues by 95% YoY. Online division now generates 78% of total Snaitech’s revenues. H1 EBITDA was €46.6m (€72m – online). So the retail locations were losing money (mostly closures in the early part of the year).
- White label – white label agreements, predominantly with media group News UK, through which it operates Sun Bingo brand (online bingo games). Generated €7.1m adj.EBITDA in 2020 and €5.4m in H1’20.
- HPYBET – retail and online Sport B2C business in Austria and Germany. At the investment phase and is still losing money (€9.1m adj. EBITDA loss in 2020). The business is in the process of integration into Snaitech.
- Finalto – the financial division offering B2B services (proprietary trading platform, CRM soft, back-office and business-intelligence systems, liquidity technology, etc.) and B2C (investment broker Markets.com). Performed really well during COVID (especially in H1’20 during increased market activity), however, the performance has normalized in H2’20. Reported €0.6m adj. EBITDA loss in H1’21 vs €56.4m adj. EBITDA in 2020.
Performance table:
Adj. EBITDA by month:
Valuation
Valuation is the weakest part here as there are no direct comparables here, however, on a quick glance there still seems to be plenty of room for improved acquisition offers. Of course, those are larger peers, but Playtech is more weighted towards the software business, which should theoretically be worth a higher multiples).
PTEC currently trades at €3.55bn EV (€678m net debt) and at €3.33bn ex. Finalto. That puts the remaining business at 10.7x 2019 adj. EBITDA and 13.4x H1 run-rate adj. EBITDA.
For example, its US peer Scientific Games now trades at 28x pro forma run-rate 9M’21 adj. EBITDA after lottery and sports betting segment sales. The remaining businesses are mostly gaming content and mobile/web games publishing. Aristocrat (the buyer) trades at 21x H1 run-rate EBTIDA, while another US peer IGT (extremely leveraged) trades at 14x 9M’21 run-rate adj. EBITDA.
Aristocrat
Aristocrat is a leading global gaming content and technology company and top-tier mobile games publisher. The company offers a diverse range of products and services including gaming machines, casino management systems, and free-to-play mobile games. Aristocrat is listed on ASX (A$30bn market cap) with a ticker ALL.AX.
PTEC’s acquisition would be highly synergistic and would provide the ability to cross-sell gaming content and other products, leverage PTEC online technology for Aristocrat’s existing retail activities, provide the buyer an accelerated entry into LATAM, while offering PTEC a wide footprint of Aristocrat’s operations in the US and Australia. However, Aristocrat stated that it would review and potentially exit more risky jurisdictions PTEC operates in (probably Asia/unregulated) – these now account for €50-€80m EBITDA annually.
Gopher
Investment vehicle backed by Chinese PE firm TT Bond Partners. Not much information is available. The description states that it has made $250bn of transactions across the globe over the last 30 years. However, their website shows that currently, TTB has only 7 active investments (mostly in Asia, none in gaming).


Gopher Investments has withdrawn from a possible offer for Playtech.
https://www.businesswire.com/news/home/20211119005419/en/Gopher-Withdrawal-From-Possible-Offer-for-Playtech
While Gopher not placing a bid for the company is definitely a negative, the overall thesis is still in play as there are other potential bidders (e.g Eddie Jordan’s vehicle JKO Play). Seems that the market has a similar take and despite the initial slump, PTEC share price now trades at 10% above the offer price. Interestingly, another Chinese investor, Honk Kong’s billionaire Lo Ki Yan Karen is buying at £7.41/share (last purchase of 400k shares) and currently owns 8.6m shares (2.8%).
http://otp.investis.com/Utilities/PDFDownload.aspx?Newsid=1529326
Interestingly, Lo Ki Yan Karen increased the stake to 13.8m shares or 4.52%.
http://otp.investis.com/Utilities/PDFDownload.aspx?Newsid=1531438
Karen Lo’s track record of stock market investments have been very poor.
Among the larger deals (i.e., above public disclosure threshold), I can’t think of one that hasn’t been a train wreck or a disaster in the making.
Examples: Hong-Kong listed 0273, 0613, 0330, and three in the Evergrande complex (3333, 0708, 2066).
Her brother-in-law is Lawrence Ho, the owner of casino operator Melco (HKG:0200 and US-listed MLCO) and son of Macau casino king Stanley Ho.
Insiders said on Tuesday that Mr Jordan and his partners at JKO Play were putting the finishing touches to an offer of about 750p-a-share that they hope would secure a recommendation from Playtech’s board.
https://news.sky.com/story/bets-placed-on-3bn-playtech-bidding-war-as-univision-backed-spac-deal-nears-12495728
Aristocrat asked regulators to seek clarity over the intentions of a group of Asian investors who now have over 20% of the combined stake, according to SkyNews. That is nearly enough to block Aristocrat’s bid. There are rumors that Asian investors are also interested in acquiring PTEC.
JKO has a deadline of January 5 to submit an offer (rumored at 750p).
https://news.sky.com/story/city-watchdog-urged-to-rule-on-asian-playtech-investors-amid-3bn-bidding-war-12501336
Playtech has adjourned the shareholder’s meeting date to vote on Aristocrat’s offer from the 12th of January to the 2nd of Feb. The reason is that JKO Play, led by Eddie Jordan, asked for ”more time to develop the terms of its potential offer for the company” – even the wording here suggests that a firm offer is likely to materialize.
https://www.londonstockexchange.com/news-article/PTEC/statement-re-adjournment-of-shareholder-meetings/15274568
This report by FT says that parties are negotiating the separate listing of PTEC’s JV Caliente.
https://www.ft.com/content/27ba998c-9e3a-49ac-9064-f308d5f41157
The rumored price is £7.50/share. Quite strangely, JKO’s home page features an article with the rumored price as well.
https://www.jkoplay.com/
Still, Eddie’s vehicle is a financial buyer and it makes sense to think that Aristocrat should be able to outbid it eventually. I expect the share price to trade at a premium after JKO’s offer is announced. From current prices, the downside is capped to 5%.
It seems that estimating the downside at £6.80/share (Aristocrat offer) was too optimistic. PTEC shares opened 10% lower today and is still dropping as JKO Play scrapped intentions to bid for Playtech and will not be able to bid for another 6 months. As reported by Financial Times, JKO withdrew due to concerns over Asian investor group rejecting the offer. Asian investors now own 27% of PTEC, enough to block a deal, but it’s still not clear yet whether they are acting in concert.
Aristocrat’s offer is also under threat now. Voting date is on the 2nd of Feb’22 and it needs 75% of votes cast to go through. PTEC states that Asian investors have “not to date engaged meaningfully about their views on the Aristocrat Offer”. The market is fearful that the offer will get blocked and shares are trading 10% below Aristocrat’s offer. Despite all of that, Aristocrat has stated it is committed to acquiring PTEC as soon as possible.
Overall, the situation is quite unusual. The largest positive is that Asian investors accumulated their combined stake at £7+ average price and stand to lose 40% of it (the total combined stake is very material) if PTEC share price plummets back to pre-announcement levels. Moreover, FT reports that Asian investors now own 27%, which is more than required for the blocking stake. So either they really believe in a much higher long-term value of PTEC or/and, as it was previously rumored, they are preparing another offer behind the scenes now. What doesn’t align with this is that Gopher, a Chinese PE firm and one of the largest shareholders, dropped the acquisition pursuit before.
Not really sure what to think here. Any other thoughts?
FT report https://www.ft.com/content/279768f5-5381-4174-a92e-bcd6e1216a23
The main characters of this group of Asian investors (not necessarily acting in concert) are not known to be financially-savvy.
The background of them varies greatly, from Jonathan Bond the son of former HSBC Group Chairman, to Karen the heiress of the patrician Lo family, to a number of penny stock operators who decent people in the industry would not touch with a ten-foot pole.
https://www.thetimes.co.uk/article/rich-hold-the-aces-in-playtech-takeover-d7s605fr3
All bids are a bit of a poker match. But trust gambling software outfit Playtech to demonstrate how it’s really done: a card game where the board, the bidder and the shareholders are playing blind. And a showdown that’s got ramifications for both the City and the Takeover Panel.
On the table is a 680p-a-share offer from Aussie slot machine group Aristocrat Leisure, valuing Playtech at £2.1 billion. It’s been recommended by the
board and seen off two rival bidders: JKO, a crew led by Eddie Jordan of Formula One fame; and Gopher, the Hong Kong-backed group that bought Playtech’s financial wing Finalto for $250 million. The vote is on Tuesday. And, normally, this would be a slam dunk affair.
That it’s not is down to a clutch of Hong Kong investors, most of whom bought into Playtech above Aristocrat’s offer price, some paying as much as 740p. They’re a wealthy bunch, including heiress Karen Lo, Birmingham City FC owner Paul Suen and poker player Stanley Choi, known for his hapless tenure of Wigan Athletic FC. Together they hold about 28 per cent, each making sure that their stakes are below the 5 per cent level where they would be vetted by US gambling regulators. And the market’s betting they’ll vote down Aristocrat’s deal, requiring 75 per cent support. Playtech shares stand at 597½p.
So, are they a concert party? Well, the panel thinks not. It would say it’s too simplistic to argue that just because they’re all from Hong Kong that they’re working together. Yes, one investor, ex-Playtech boss Tom Hall, is said to be a “conduit” for them. But, even if some of them play poker together or have shares in the same bank, Shengjing, links between them are hard to prove. Even so, with the exception of Hall and Gopher, all have refused to engage with Playtech or the bidders.
It’s one reason Playtech’s board, chaired by Brian Mattingley, is determined to push ahead with the vote: even a likely defeat should reveal who voted for and against, which may give it more ammo with the panel. Aristocrat still has choices, too. It could bid against itself and up its offer. But that may still fail. Or it could switch its bid from a scheme of arrangement to an offer, requiring only majority support. Yet, that risks leaving it with a rump of awkward investors.
It could also drop its plans to close Playtech’s “unregulated” Asian wing: thought to be a key issue for the Hongkongers. Theories include them wanting to buy the business or making sure it stays part of a listed group — useful regulatory cover.
Whatever, Mattingley has a plan B: a Playtech break-up, with a sum-of-the-parts valuation from Peel Hunt analysts totting up to 719p per share. As part of its mooted bid, JKO had lined up the sale of Playtech’s Italian consumer betting wing Snaitech, worth about €1 billion, to Ladbrokes-owner Entain. On top, Playtech values its 40 per cent stake in Mexican gambling group Caliente, which is planning a US listing, at $720 million. And Aristocrat’s an obvious buyer for the business-to-business software assets.
Still, disposals could prove messy, tax issues are unclear and the Hong Kong investors may try to frustrate asset sales, too. In short, none of this makes the greatest advert for London’s open markets. So far Playtech’s proving a blueprint for how a minority of rich individuals can end up with most of the cards.
PTEC shares are up +10% today after Aristocrat’s takeover attempt failed. 36% of outstanding PTEC shares voted against the proposal and, supposedly, most of those were the Asian investor group shares (now own 27.7%). Immediately after that, the Asian investor group approached PTEC with an intention to make a takeover offer.
https://www.londonstockexchange.com/news-article/PTEC/statement-re-media-speculation/15313607
PTEC’s former and current chief execs are looking to join forces with these Asian investors to acquire the company. Moreover, this article by FT says that the Asian Group values PTEC at over £6.80/share. Shares are now trading at a slight discount to that.
https://www.ft.com/content/8b98da4e-dd3f-472c-b2c0-7125c35cedb7
New FT article outlined that apparently there were no investors that acted in concert to block Aristocrat’s offer and that instead various UK-based tier one institutions and former employees, etc. rejected it because they thought it was too low. It also says that former/current CEOs and Asian Group plan to submit the bid “shortly” and that the current CEO is actually putting his whole carreer on the line with this new consortium here:
The new offer should be above £7/share. Stock is trading at £6.05/share at the moment.
https://www.ft.com/content/58555630-ce2d-4fe5-9c79-7704de0ec94c
A very strange saga overall. I’m still only dipping my toes, but given the recent share price slump, I’m starting to like this set-up:
– The share price has tumbled to £5/share, the lowest level since the whole saga began in October 2021. Not that far away from the pre-announcement price levels of £4.30/share.
– PTEC’s former and current chief execs have joined the Asian consortium and the CEO is staking his current job on the offer. Just a few days ago, management has reported that “There has been some positive progress in discussions with the TTB investor group regarding its potential offer for the Company”. Clearly a very positive sign.
– The offer would most likely be above 680p as hinted by the buyers, and, I believe, it can not be lower due to regulatory ruling (though I may be wrong on this).
– PTEC has recently reported very strong Q1 results. Adj. EBITDA for Q1 alone was more than €100m versus €317m for the full 2021 and €254 for the full 2020. The company said the run-rate continued through April and cautiously expects the remainder of the year to be similar as well (though they will publish a guidance update later).
“The excellent start to the year gives the Board great confidence in the prospects for FY 2022”
– Downside is difficult to assess, but it’s just 14% to pre-announcement prices. The whole gaming industry has dropped since then, although PTEC’s earnings/performance has remained very strong. The company currently trades at 7x 2021 EBITDA, with a nice growth set in for 2022. On pre-COVID 2019 earnings, this trades at 6.3x adj. EBITDA. How cheap can this really get?
However, the market is clearly very skeptical here, but I think a decent part of that could be the recent market sell-off, limited disclosures on the sale negotiations for a while now, and just general investor fatigue from this prolonged saga.
Playtech will hold its 2022 Annual General Meeting on Thursday 30 June 2022.
Link to the trading update:
https://www.londonstockexchange.com/news-article/PTEC/trading-update/15438137
TTB’s restriction period of 6 months is over (because of the previous offer made by Gopher) and now a put up or shut up date has been set for June 17. The discussions are ongoing and PTEC says the progress continues to be made. However, the part about the independent committee being aware of how long this whole process is taking is worded quite strangely.
https://www.londonstockexchange.com/news-article/PTEC/update-re-possible-offer/15461112
Put up or shut up date has been extended without any firm new date. The discussions are still continuing.
However, yesterday, the board announced that its financial trading business (Finalto) sale to Gopher is proceeding and will close in early-mid July. Given that Gopher is a part of the Chinese consortium, it kind of puts the whole company sale under question. It’s possible that Gopher just chose to proceed with only with the Finalto transaction and the offer for PTEC offer is not going to happen.
https://www.londonstockexchange.com/news-article/PTEC/update-on-the-disposal-of-finalto/15520464
https://www.londonstockexchange.com/news-article/PTEC/extension-to-deadline-under-rule-2-6-c/15499743
Ilja’s comment a couple weeks ago was spot on – Finalto sale was completed, but the Chinese consortium is not buying the whole company. This is an unfortunate end for this pro-longed bidding/takeover saga. Moving this quick idea to closed ones.
TTB will not make an offer for PTEC due to “challenging underlying market conditions” and shares are down 16% on the news.
PTEC management remains confident and expects strong H1’22 results. Adjusted EBITDA is estimated at €200m+ compared to €317m for FY2021. Overall, the company remains cheap and now trades at only 6x 2021 EBITDA. In contrast, previous bidder Aristocrat is valued at 15.5x 2021 EBITDA.
“The excellent first half results and momentum in the business gives the Board great confidence in the Company’s prospects for FY 2022 and beyond, and the Company’s ability to deliver material value to its shareholders. Additionally, the Board continues to consider options to maximise shareholder value.”
https://www.londonstockexchange.com/news-article/market-news/no-intention-to-bid-statement/15539685
https://www.londonstockexchange.com/news-article/PTEC/response-to-ttb-no-intention-to-bid-statement/15539834
PTEC recently announced the sale of Snaitech to Flutter for 2300 EUR. Pro-Forma for the transaction I get an EV of ~600m EUR (excl equity stake in caliente): 3000 (current TEV) – 2300 (sale proceeds) – 200 (dividends from snaitech opco) + 134 (management incentives) + 170 (taxes, transaction fees) – 150 (cash from caliente) – 50 (ticking fee, assuming Q1 25 close).
Not entirely sure what the Pro-Forma EBITDA will look like, given the re-negotiated Caliplay contract, but management guided towards 30-40m EUR less cash from Caliplay in 2025 vs 2024. 2023 EBITDA for B2B was 182m EUR, so I’m thinking roughly ~150m EBITDA in 2025, a 4x on the pro-forma EV.
In addition PTEC now owns a 30% equity stake in Caliente interactive. Caliente Interactive is the market leader in B2C online gambling in Mexico, with 60%+ market share, doing 700m EUR revenue in 2023 (vs 532m EUR in 2022). Could potentially be worth a lot, Caliente’s failed SPAC valued it at >1500m a couple years ago for example. If you use that or place a 2x sales multiple on current revenues you could get to 500m EUR or so for PTEC’s 30% stake. However that 30% stake is a minority interest into a company essentially fully controlled by the colorful Hank family, in Mexico, and it’s unclear how/if PTEC can monetize it.
Looks pretty cheap, but a lot seems to rest on the valuation of the Caliente stake, which is hard (for me) to get comfortable with. Keen to hear thoughts if anyone else has done work on this?
i sent the below to the Chair of the Remuneration Committee today, and also filed a formal complaint with the FCA. I would encourage anyone who wants to see a better outcome here to do at least the latter (here is the link: https://www.fca.org.uk/markets/issuer-complaint-form)
It appears to me that, not only does the new comp plan violate major provisions of the Governance Code, as enshrined in the Listing Rules, but the Comp Committee literally just completed a triennial review of the co’s LTIP last December and declared it fit for purpose and appropriate in all respects…and yet are now trying to steal 10-15% of the entire company value via these new plans.
https://rapercapital.com/2024/10/03/an-open-letter-to-the-chair-of-the-remuneration-committee-of-playtech-plc/