TIDMPBTY
RNS Number : 1292G
Probability plc
01 May 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
1 May 2014
Recommended cash acquisition
of
Probability plc
by
GTECH UK Interactive Limited
(a wholly owned subsidiary of GTECH S.p.A)
(to be effected by means of a Scheme of Arrangement under Part
26 of the Companies Act 2006 (the "Scheme")
Court Confirmation of Capital Reduction
Probability is pleased to announce that the Capital Reduction
was today approved by the Court at the Capital Reduction Court
Hearing. The Court Order and the statement of capital approved by
the Court will be delivered for registration to the Registrar of
Companies tomorrow, 2 May 2014, at which time the Scheme and the
Capital Reduction will become effective (the "Effective Date"). On
the Effective Date Probability will become a wholly owned
subsidiary of GTECH UK and will be re-registered as a private
limited company.
The London Stock Exchange has confirmed that the cancellation of
the admission to trading of Probability Shares on AIM will be
effective from 7:00 a.m. on 2 May 2014. Share certificates in
respect of Probability Shares will cease to be valid and
entitlements to Probability Shares held within the CREST system
will be cancelled.
The Cash Consideration due to Scheme Shareholders under the
Scheme will be despatched to them by no later than 16 May 2014.
GENERAL
Capitalised terms used in this announcement, but not defined,
have the same meaning as in the Scheme Document.
All times referred to in this announcement are references to
London time.
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 document 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.
Numis Securities Limited, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for Probability and for no-one else in connection with the
Acquisition and this document and will not regard any other person
as its client in relation to the matters in this document and will
not be responsible to anyone other than Probability for providing
the protections afforded to clients of Numis Securities Limited, or
for providing advice in connection with the Acquisition or any
matter referred to herein.
A copy of this announcement will be available, subject to
certain restrictions in relation to persons in certain overseas
jurisdictions, on Probability's website at
http://www.probability.co.uk.
For further information:
Probability plc
Charles Cohen, Chief
Executive Officer
Qurban Hussain, Chief
Financial Officer +44 (0) 20 7092 8800
Global Leisure Partners
LLP (Financial Adviser
to Probability)
David Bains
Trevor Stokes +44 (0) 20 7016 8050
Numis Securities Limited
(Nominated Adviser and
Broker to Probability)
Richard Thomas
Alex Ham
Tom Ballard +44 (0) 20 7260 1000
Square One Consulting
(Public Relations Adviser
to Probability)
David Bick
Mark Longson +44 (0) 20 7929 5599
This announcement has been prepared for the purposes of
complying with English law and the Takeover Code and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Publication on website
A copy of this announcement will be made available, free of
charge but subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at
http://www.probability.co.uk by no later than 12 noon (London time)
on the Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks on Probability's website (or any other website) is
incorporated into, or forms part of, this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. 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 securities exchange 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 p.m. (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
securities exchange 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 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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