TIDMPBTY
RNS Number : 9987B
Probability plc
11 March 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.
Recommended cash acquisition
of
Probability plc
by
GTECH UK Interactive Limited
(a wholly owned subsidiary of GTECH S.p.A.)
Publication and posting of Scheme Document
On 18 February 2014 the boards of directors of Probability plc
("Probability") and GTECH UK Interactive Limited ("GTECH UK")
announced that they had reached agreement on the terms of a
recommended cash acquisition by GTECH UK for the entire issued and
to be issued ordinary share capital of Probability ("Acquisition").
The Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 ("Scheme").
Under the terms of the Acquisition, Probability Shareholders
will be entitled to receive:
For each Probability Share held 50 pence in cash
Probability is pleased to announce that the Court has approved
the publication and posting of the circular to Probability
Shareholders relating to the Scheme ("Scheme Document").
The Scheme Document contains the full terms and conditions of
the Scheme, an explanatory statement pursuant to section 897 of the
Companies Act, a timetable of principal events and details of the
action to be taken by Probability Shareholders. The Scheme Document
also includes notices of the Court Meeting and the General Meeting,
to be held on 3 April 2014 at 11.00 a.m. and 11.30 a.m.,
respectively, at the offices of DAC Beachcroft LLP at 100 Fetter
Lane, London EC4A 1BN.
The Scheme Document and the Forms of Proxy for use by
Probability Shareholders at the Court Meeting and the General
Meeting will be posted to Probability Shareholders (and, for
information only, the holder of options under Probability's share
option schemes) later today. Subject to certain restrictions the
Scheme Document can be accessed on Probability's website
(www.probability.co.uk) and on GTECH's website (www.gtech.com) in
each case until the end of the Offer Period.
Expected timetable of principal events:
The following indicative timetable sets out the expected dates
for the implementation of the Scheme.
Event Time and Date
Last time for lodging Forms
of Proxy for the:
Court Meeting (WHITE Form 11.00 a.m. on 1
of Proxy) April 2014(1)
General Meeting (BLUE Form 11.30 a.m. on 1
of Proxy) April 2014(2)
Voting Record Time 6.00 p.m. on 1
April 2014(3)
Court Meeting 11.00 a.m. on
3 April 2014
General Meeting 11.30 a.m. on 3
April 2014(4)
The following dates, other than the Long Stop
Date, are subject to change (please see note
5 below):
Court Hearing to sanction the 29 April 2014
Scheme
Last day of dealings in, and for 29 April 2014
registration of transfer of, and
disablement in CREST of, Ordinary
Shares
Scheme Record Time 6.00 p.m. on
30 April 2014
Court Hearing to confirm the Capital 1 May 2014
Reduction
Effective Date 2 May 2014
Cancellation of admission to trading 7.00 a.m. on
of Ordinary Shares on AIM 2 May 2014
Latest date for despatch of cheques 16 May 2014
and settlement through CREST
Long Stop Date 11 September
2014
Notes:
1 It is requested that the WHITE Form of Proxy for the Court
Meeting be lodged before 11.00 a.m. on 1 April 2014 (or in the case
of any adjournment, 48 hours before the time fixed for the holding
of the adjourned meeting). WHITE Forms of Proxy not so lodged may
be handed to the Chairman of the Court Meeting before the taking of
the poll at the Court Meeting.
2 The BLUE Form of Proxy for the General Meeting must be lodged
before 11.30 a.m. on 1 April 2014 in order for it to be valid, or,
if the General Meeting is adjourned, not later than 48 hours before
the time fixed for the holding of the adjourned meeting. The BLUE
Form of Proxy cannot be handed to the Chairman of the General
Meeting at that meeting.
3 If the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the adjourned meeting will be 6.00 p.m. on
the day which is two days before the adjourned meeting.
4 Or as soon thereafter as the Court Meeting shall have been concluded or adjourned.
5 These times and dates are indicative only and will depend,
among other things, on the date on which the conditions are either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the associated
Capital Reduction. It will also depend on when the Court Orders
sanctioning the Scheme and confirming the Capital Reduction and, in
relation to the Capital Reduction, the statement of capital are
delivered to the Registrar of Companies. Probability will give
notice of any change(s) by issuing an announcement through a RIS in
the UK and, if required by the Panel, post notice of any change(s)
to UK Shareholders and, for information only, to participants in
the Probability Share Option Schemes.
All references in this document to times are to times in London
(unless otherwise stated).
The Court Meeting and the General Meeting will each be held at
the offices of DAC Beachcroft LLP at 100 Fetter Lane, London EC4A
1BN.
Capitalised terms not otherwise defined in this announcement
shall have the same meanings as set out in the Scheme Document.
Enquiries: Telephone:
GTECH UK Interactive Limited
+1 (0) 401
Robert K. Vincent, GTECH Corporate Communications 392 7452
+44 (0) 20
Probability plc 7092 8800
Charles Cohen, Chief Executive Officer
Qurban Hussain, Chief Financial Officer
Global Leisure Partners LLP (Financial +44 (0) 20
Adviser to Probability) 7016 8050
David Bains
Trevor Stokes
Numis Securities Limited (Nominated +44 (0) 20
Adviser and Broker to Probability) 7260 1000
Richard Thomas
Alex Ham
Tom Ballard
Square One Consulting (Public Relations +44 (0) 20
Adviser to Probability) 7929 5599
David Bick
Mark Longson
Important Notice:
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.
Numis Securities Limited, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for Probability as nominated adviser and broker and for no-one else
in connection with the Acquisition and this announcement and will
not regard any other person as its client in relation to the
matters in this announcement 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.
This announcement is for information purposes only and is not
intended to and does not constitute or form any part of an offer to
sell or an invitation to purchase or otherwise subscribe for or
purchase any securities nor the solicitation of any vote or
approval or of an offer to buy securities, pursuant to the
Acquisition or otherwise. The Acquisition will be made solely by
means of the Scheme Document, which contains the full terms and
conditions of the Acquisition, including details of how to vote in
favour of the Scheme.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purpose of complying
with English law, the Takeover Code and the AIM Rules 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.
Overseas shareholders
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.
Unless otherwise determined by GTECH UK or required by the
Takeover Code and permitted by applicable laws and regulations, the
Acquisition will not be made, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions, where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Probability Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.
Further details in relation to overseas Probability Shareholders
are contained in the Scheme Document.
GTECH UK reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In
such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, as those which
would apply to the Acquisition.
The Acquisition relates to the shares in an English company and
is proposed to be made by means of a scheme of arrangement provided
for under company law of the United Kingdom. The scheme of
arrangement will relate to the shares of a UK company that is a
"foreign private issuer" as defined under Rule 3b-4 under the US
Securities Exchange Act of 1934, as amended ("Exchange Act"). A
transaction effected by means of a scheme of arrangement is not
subject to the shareholder vote, proxy and tender offer rules under
the Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the UK to
schemes of arrangement, which differ from the disclosure
requirements and practices of US shareholder vote, proxy and tender
offer rules.
Financial information included in the relevant documentation
will have been prepared in accordance with accounting standards
applicable in the UK that may not be comparable to the financial
statements of US companies. If GTECH UK exercises its right to
implement the Acquisition by way of a Takeover Offer, the
Acquisition will be made in compliance with applicable US laws and
regulations, including applicable provisions of the tender offer
rules under the Exchange Act.
Forward looking statements
This announcement, any oral statements made by GTECH UK or
Probability in relation to the Acquisition and other information
published by GTECH UK or Probability may contain statements about
GTECH UK and/or Probability (and/or members of the GTECH Group
and/or the Probability Group) that are, or may be, forward looking
statements. All statements other than statements of historical or
current facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects" or words or terms of similar substance or
the negative thereof, are forward looking statements. Forward
looking statements include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of GTECH UK's or
Probability's (or the GTECH Group's or the Probability Group's)
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of government regulation on GTECH UK's or
Probability's (or the GTECH Group's or the Probability Group's)
business. Such forward looking statements involve risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward looking statements. GTECH UK and Probability, and each
member of the GTECH Group and the Probability Group, disclaim any
obligation to update any forward looking or other statements
contained herein, except as required by applicable law. Any forward
looking statements made by GTECH UK or Probability in this
announcement are made as of the date of this announcement based on
the opinions and estimates of the Probability Directors or as the
context may require, the GTECH UK Directors.
Not a profit forecast
No statement in this announcement is intended as a profit
forecast or profit estimate. No statement in this announcement
should be interpreted to mean that the profits or earnings per
share of (i) the GTECH Group as enlarged by the Acquisition, (ii)
GTECH UK and/or (iii) Probability for current or future financial
years will necessarily match or exceed the historical or published
profits or earnings per share of GTECH UK (or any member of the
GTECH Group) or Probability, as the case may be.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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
Takeover 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 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.
Information relating to Probability Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by Probability Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Probability may be provided to GTECH UK during
the Offer Period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.12 (c) of the Code.
Publication on websites
Copies of the Scheme Document and the Forms of Proxy will be
made available, free of charge, subject to certain restrictions
relating to persons in Restricted Jurisdictions, at GTECH's website
at www.gtech.com and at Probability's website at
www.probability.co.uk until the end of the Offer Period. Neither
the content of the websites referred to in this announcement nor
the content of any website accessible from hyperlinks on GTECH's
website or Probability's website (or any other website) is
incorporated into, or forms part of, this announcement.
If you are in any doubt about the Scheme, the contents of this
announcement or what action you should take, you are recommended to
seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the
UK or, if you are resident outside the UK, from another
appropriately authorised independent financial adviser.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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