Update re GGT Investment
March 29 2005 - 2:42AM
UK Regulatory
RNS Number:2456K
Corvus Capital Inc
29 March 2005
29 March 2005
Corvus Capital Inc.
("Corvus" or the "Company")
The following announcement is being made by Global Gaming Technologies plc, a
company in which Corvus currently has a 35.82 per cent. interest:
"Global Gaming Technologies PLC
Proposed acquisition of Event Data Correlation Limited
Tuesday 29 March 2005
Trading in the shares of Global Gaming Technologies PLC ("Company" or "GGT") was
suspended on 2 March 2005 upon the Company announcing that it was in talks that
might lead to a significant transaction. Today the Company announces that it
has entered into conditional agreements to acquire the entire issued share
capital of Event Data Correlation Limited ("EDC") for consideration of
134,166,667 new ordinary shares in GGT, equating to #15.093 million based on the
closing middle market price of a GGT share of 11.25p on 2 March 2005, the date
of the suspension. On completion the sellers of EDC will hold shares
representing 72.16 per cent of GGT's enlarged issued share capital.
For GGT, the acquisition of EDC will be a reverse takeover requiring the consent
of GGT's shareholders in general meeting.
EDC has developed software to exploit the fast-growing, global online betting
market. EDC's proprietary aggregation and correlation software identifies and
exploits trading opportunities from the vast amounts of online sports betting
data and capitalises upon the opportunities offered within this market. The
technology monitors real-time, event-based data to identify price discrepancies,
trading is then undertaken using the software. To date, EDC's trading has been
on a trial and development basis. EDC anticipates commencing trading in the
final quarter of 2005.
EDC has not yet been required to produce audited accounts. As at 31 December
2004 EDC had incurred expenditure of #681,000 principally in respect of the
development and testing of its software and employee costs. As at 31 December
2004 the net assets of EDC were #15,000 and in the period 3 September 2003 to 31
December 2004 EDC made a loss of #681,000.
The acquisition of EDC is conditional on, among others:
* the despatch of a circular to the Company's shareholders, as required by
the AIM rules, convening an extraordinary general meeting of the Company ("
EGM");
* the approval of the acquisition of EDC by the Company's shareholders at
the EGM;
* the grant by the Panel on Takeovers and Mergers of a waiver of rule 9 of
the City Code that would otherwise require the sellers of EDC and persons
acting in concert with them to make a general offer to shareholders of GGT
and subsequently the approval of that waiver by independent GGT shareholders
on a poll at the EGM;
* GGT raising a further #250,000, before expenses, by the placing of new
ordinary shares in addition to raising #665,000 by the enforcing of
commitments to subscribe for new GGT shares from those placees who
subscribed for GGT shares on its original admission to AIM;
* there being no material breach of warranty or breach of the acquisition
agreement with the principal sellers of EDC prior to admission; and
* admission to the AIM market of the entire issued share capital of GGT as
enlarged by the acquisition of EDC.
It is anticipated that the Company's circular to shareholders will be despatched
before 30 April 2005.
At the EGM resolutions will be proposed to appoint Ron Trenter as non-executive
chairman of the Company, Paul Pullinger as chief executive officer, Dominic
Johnson as an executive director and Chris Cleverly as a non-executive director.
The Company's existing directors, Graham Porter and John Leat, will remain as
directors but in a non-executive capacity. Details of the proposed directors'
service agreements will be contained in the Company's circular.
Contemporaneous with exchanging contracts to acquire EDC, GGT has made a loan of
#120,000 to EDC for general working capital purposes. The loan is repayable
with interest on 30 June 2005 if the acquisition of EDC does not complete and,
at the option of EDC, is convertible into ordinary shares in EDC."
Assuming completion of the proposed acquisition by GGT, Corvus will be
interested in 8.07 per cent. of the issued share capital of GGT as enlarged by
the issue of new ordinary shares.
At the closing middle market price of 11.25 pence per GGT share on 2 March 2005,
Corvus' investment in GGT is valued at #1.6875 million.
Enquiries:
James Harris
Strand Partners Limited
Tel: 020 7409 3494
John Bick
Holborn
Tel: 020 7929 5599
ends
This information is provided by RNS
The company news service from the London Stock Exchange
END
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