TIDMPBTY

RNS Number : 3898D

GTECH UK Interactive Limited

27 March 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

27 March 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 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") and the circular to Probability Shareholders relating to the Scheme ("Scheme Document") was posted on 11 March 2014.

Further to the statement made in the Scheme Document, GTECH UK announces that its ultimate parent company, GTECH S.p.A., has announced its financial results for the year ended 31 December 2013 ("Results Announcement"). A copy of the Results Announcement is available at www.gtech.com/eng/investor/documents/Results_2013.pdf.

The GTECH S.p.A, 2013 Annual Report is due to be filed on 31 March 2014 and will be available at www.gtech.com from that date.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

 
 Enquiries:                                              Telephone: 
 
 GTECH UK Interactive Limited                           +1 401 392 7452 
 Robert K. Vincent, GTECH Corporate Communications 
 Altium Capital Limited (Financial Adviser          +44 (0) 20 7484 
  to GTECH UK)                                                 4040 
 Stephen Georgiadis 
 Tim Richardson

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.

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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