TIDMPBTY
RNS Number : 3751A
GTECH UK Interactive Limited
18 February 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
18 February 2014
Recommended cash acquisition
of
Probability plc
by
GTECH UK Interactive Limited
(a wholly owned subsidiary of GTECH S.p.A.)
Offer Update
On 18 February 2014, the boards of directors of GTECH UK
Interactive Limited ("GTECH UK") and Probability plc
("Probability") released an announcement in accordance with Rule
2.7 of the Takeover Code (the "Rule 2.7 Announcement") stating that
they had reached agreement on the terms of a recommended cash
acquisition under which GTECH UK will acquire the entire issued and
to be issued share capital of Probability.
The Rule 2.7 Announcement also contained a summary of a
cooperation agreement entered into between GTECH UK and Probability
on 17 February 2014 (the "Co-operation Agreement") which provided
for co-operation between GTECH and Probability in obtaining, inter
alia, official authorisations or regulatory clearances.
In order to clarify further the obligations of both parties,
GTECH UK and Probability announce that a new form of cooperation
agreement (the "New Co-operation Agreement") has now been entered
into. A summary of the New Cooperation Agreement is set out below
and should be read in place of the current summary contained with
the Rule 2.7 Announcement.
"On 18 February 2014 Probability and GTECH UK entered into a
co-operation agreement (the "Co-operation Agreement") pursuant to
which Probability has agreed:
-- to provide such information as GTECH UK may reasonably
require for the purposes of obtaining any official authorisation or
regulatory clearance required in connection with the implementation
of the Scheme, including in respect of the Gibraltar Licence
Approval, the Great Britain Licence Approval and the Italian
Licence Approval; and
-- to co-operate as GTECH UK may reasonably require, and to keep
GTECH UK informed and consult with GTECH UK, in respect of any
dealings with any of the Government of Gibraltar, the Gambling
Commission of Great Britain and/or the Agenzie delle Dogane e dei
Monopoli in relation to the Gibraltar Licence Approval, the Great
Britain Licence Approval and the Italian Licence Approval
respectively or with any other regulator.
Pursuant to the Co-operation Agreement, Probability and GTECH UK
have also identified those share options under the Probability
Share Option Schemes which are already exercisable, or which will
become exercisable, in connection with the Scheme. The Co-operation
Agreement sets out the proposed mechanics of exercise of share
options granted under the Probability Share Option Schemes (and
which are exercisable in connection with the Scheme) and
Probability and GTECH UK have given mutual undertakings to take any
action necessary (including, without limitation, co operating to
obtain any necessary consents from the Panel or HMRC or otherwise)
to implement the proposed mechanics of exercise. Finally,
Probability has undertaken to provide all such assistance as GTECH
UK may reasonably require to accurately determine the tax
implications for Probability (and any members of the Probability
Group) resulting from the exercise of share options pursuant to the
Probability Share Option Schemes."
The contents of the Rule 2.7 Announcement will be updated to
incorporate the above summary and, along with the New Cooperation
Agreement, will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on
GTECH's website at www.gtech.com and Probability's website at
www.probability.co.uk by no later than 12 noon (London time)
tomorrow, Wednesday 19 February 2014.
Defined terms used but not defined in this announcement have the
meanings set out in the Rule 2.7 Announcement.
Enquiries: Telephone:
Altium Capital Limited (Financial Adviser +44 (0) 20 7484
to GTECH UK) 4040
Stephen Georgiadis
Tim Richardson
Global Leisure Partners LLP (Financial Adviser +44 (0) 20 7016
to Probability) 8050
David Bains
Trevor Stokes
General
Altium Capital Limited, which is authorised and regulated in the
UK by the Financial Conduct Authority, is acting exclusively for
GTECH UK and no one else in connection with the Acquisition and
this Announcement and will not be responsible to anyone other than
GTECH UK for providing the protections afforded to clients of
Altium Capital Limited nor for providing advice in connection with
the Acquisition or any matter referred to herein.
Global Leisure Partners LLP, which is authorised and regulated
in the UK by the Financial Conduct Authority, is acting exclusively
for Probability and no one else in connection with the Acquisition
and this Announcement and will not be responsible to anyone other
than Probability for providing the protections afforded to clients
of Global Leisure Partners LLP nor for providing advice in
connection with the Acquisition or any matter referred to
herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror during the Offer
Period. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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