Probability plc Rule 2.10 Announcement (6864E)
April 11 2014 - 10:43AM
UK Regulatory
TIDMPBTY
RNS Number : 6864E
Probability plc
11 April 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.)
Rule 2.10 announcement
In connection with the Scheme, the Board of Probability plc
("Probability") has approved the issue and allotment of one
Probability Share to GTECH UK Interactive Limited ("GTECH UK") for
a subscription price of GBP0.50, following which GTECH UK has been
entered into the register of members of Probability.
This new share is not a Scheme Share and will not be subject to
the Scheme.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, Probability announces that, as at today's date, there are
33,782,257 Probability Shares in issue. The International
Securities Identification Number (ISIN) for Probability Shares is
GB00B16KQ132.
A copy of this announcement will be available on Probability's
website, www.probability.co.uk. The contents of this website are
not incorporated into and do not form part of this
announcement.
Capitalised terms not otherwise defined in this announcement
shall have the same meanings as set out in the circular relating to
the Scheme posted to Probability Shareholders on 11 March 2014.
Enquiries: Telephone:
+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
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 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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