TIDMPBTY
RNS Number : 2866A
GTECH UK Interactive Limited
18 February 2014
For immediate release
Part 1 of 2
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.
18 February 2014
RECOMMENDED CASH ACQUISITION
of
Probability plc
by
GTECH UK Interactive Limited
(a wholly owned subsidiary of GTECH S.p.A.)
at a price of 50 pence per Probability Share
Summary
-- The boards of directors of GTECH UK and Probability announce
that they have reached agreement on the terms of a recommended cash
acquisition under which GTECH UK will acquire the entire issued and
to be issued share capital of Probability.
-- It is intended that the Acquisition will be implemented by
way of a Court sanctioned scheme of arrangement under Part 26 of
the Companies Act.
-- Under the terms of the Acquisition, Scheme Shareholders will
be entitled to receive 50 pence in cash for each Probability Share
held at the Scheme Record Time.
-- The consideration of 50 pence for each Probability Share
values the entire issued and to be issued share capital of
Probability (assuming that all rights in respect of in-the-money
options under the Probability Share Option Schemes are exercised)
at approximately GBP18.0 million and represents a premium of
approximately:
- 58.7 per cent. over the Closing Price of 31.5 pence per
Probability Share on 17 February 2014, being the last Business Day
prior to the date of this Announcement; and
- 37.0 per cent. over the volume weighted average price of 36.5
pence per Probability Share in the three months prior to 17
February 2014, being the last Business Day prior to the date of
this Announcement.
-- The Acquisition will be conditional, inter alia, on the
continuation in existence in full force and effect as at the date
of the Scheme Court Hearing of the Gibraltar Licence Approval, the
Italian Licence Approval and the Great Britain Licence Approval,
such approvals not becoming subject to any material condition or
limitation on or before the date of the Scheme Court Hearing and
the satisfaction or waiver of the other Conditions and to certain
further terms set out in Appendix I to this Announcement and in the
Scheme Document. Further details of the Scheme (including the
expected timetable) and the procedures to be followed by
Probability Shareholders to approve the Scheme will be set out in
the Scheme Document which, together with the Forms of Proxy, will
be posted to Probability Shareholders as soon as possible and in
any event within 28 days of the date of this Announcement.
-- GTECH UK is a wholly owned subsidiary of GTECH, a leading
commercial operator and provider of technology in the regulated
worldwide gaming and lottery markets.
-- The Probability Directors, who have been so advised by Global
Leisure Partners LLP, consider the terms of the Acquisition to be
fair and reasonable. In providing advice to the Probability
Directors, Global Leisure Partners LLP has taken into account the
commercial assessments of the Probability Directors.
-- Accordingly, the Probability Directors have agreed
unanimously to recommend Probability Shareholders vote in favour of
the resolutions to be proposed at the Court Meeting and the General
Meeting in relation to the Scheme, as those Probability Directors
who are interested in Probability Shares have irrevocably
undertaken to do (or procure to be done) in respect of their and
their connected persons' entire beneficial holdings in Probability
amounting to, in aggregate, 3,820,191 Probability Shares,
representing approximately 11.3 per cent. of the existing issued
share capital of Probability.
-- In addition, GTECH UK has received irrevocable undertakings
to vote in favour of the resolutions to be proposed at the Court
Meeting and the General Meeting in relation to the Scheme from IPGL
Limited and certain other Probability Shareholders in respect of
their beneficial interests in a total of 14,683,367 Probability
Shares, representing approximately 43.5 per cent. of the issued
share capital of Probability.
-- In aggregate, therefore, GTECH UK has received irrevocable
undertakings to vote in favour of the Scheme in respect of a total
of 18,503,558 Probability Shares, representing approximately 54.8
per cent. of the issued share capital of Probability.
Renato Ascoli, President of Products & Services at GTECH,
said:
"This Acquisition is a significant step in GTECH's ongoing
efforts to meet the mobile gaming needs of our WLA and commercial
customers. Probability does not have a WLA presence and its
products complement GTECH's mobile product offering. The
combination will generate operational synergies, primarily in
R&D and games development."
Charles Cohen, Chief Executive Officer of Probability, said:
"The Scheme provides certainty of value to Probability
Shareholders through a cash exit at a premium to the recent share
price. The Board and management of Probability are fully supportive
of this transaction, which it believes is in the best interests not
just of Probability Shareholders, but also of all of Probability's
employees and customers. By becoming part of the GTECH Group,
Probability will be able to leverage its technology, mobile
expertise and customer relationships on a global basis."
Enquiries: Telephone:
GTECH UK Interactive Limited +1 401 392 7452
Robert K. Vincent, GTECH Corporate Communications
+44 (0) 20 7092
Probability plc 8800
Charles Cohen, Chief Executive Officer
Qurban Hussain, Chief Financial Officer
Altium Capital Limited (Financial Adviser to GTECH +44 (0) 20 7484
UK) 4040
Stephen Georgiadis
Tim Richardson
Global Leisure Partners LLP (Financial Adviser to +44 (0) 20 7016
Probability) 8050
David Bains
Trevor Stokes
Numis Securities Limited (Nominated Adviser and +44 (0) 20 7260
Broker to Probability) 1000
Richard Thomas
Alex Ham
Tom Ballard
Square One Consulting (Public Relations Adviser +44 (0) 20 7929
to Probability) 5599
David Bick
Mark Longson
This summary should be read in conjunction with, and is subject
to, the following full Announcement and the Appendices.
The Acquisition will be made on the terms and subject to the
Conditions and further terms set out in Appendix I to this
Announcement and the conditions and further terms set out in the
Scheme Document and Forms of Proxy when issued. The sources and
bases of calculation of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement.
A summary of the irrevocable undertakings given by the Probability
Directors and certain other Probability Shareholders is contained
in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
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.
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 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 will contain the full terms and
conditions of the Acquisition, including details of how to vote in
favour of the Scheme. GTECH UK and Probability will prepare the
Scheme Document to be distributed to Scheme Shareholders (with the
exception of certain Scheme Shareholders in Restricted
Jurisdictions). Probability and GTECH UK urge Probability
Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the
Acquisition.
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 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 Code
and permitted by applicable law and regulation, 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 the Acquisition will not be capable of
acceptance from or within a Restricted Jurisdiction and no person
may vote in favour of the Scheme by any means, instrumentally or
from 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, as doing so may invalidate any purported acceptance
of the Acquisition.
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
will be 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 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 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 or Probability, as the case
may be.
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.
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
A copy of this Announcement 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 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 GTECH's website or Probability's website (or any
other website) is incorporated into, or forms part of, this
Announcement.
Any person who has received this Announcement in electronic form
or by means of a website publication may request a copy of this
Announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the Acquisition be in hard copy form. This Announcement and all
future documents, announcements and information can be requested in
hard copy form (free of charge) by submitting a request in writing
to Global Leisure Partners LLP, 20 Balderton St, London W1K 6TL,
United Kingdom or by calling Global Leisure Partners LLP on +44 (0)
20 7016 8065.
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.
Part 2 of 2
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.
18 February 2014
RECOMMENDED CASH ACQUISITION
of
Probability plc
by
GTECH UK Interactive Limited
(a wholly owned subsidiary of GTECH S.p.A.)
at a price of 50 pence per Probability Share
1 Introduction
The boards of directors of Probability and GTECH UK are pleased
to announce that they have reached agreement on the terms of a
recommended cash acquisition under which GTECH UK will acquire the
entire issued and to be issued share capital of Probability.
2 The Acquisition
It is intended that the Acquisition will be implemented by way
of a Court sanctioned scheme of arrangement under Part 26 of the
Companies Act, including a reduction of capital under sections 645
to 648 of the Companies Act.
Pursuant to the Acquisition, which will be subject to the
Conditions and further terms set out below and in Appendix I to
this Announcement and to the full terms and conditions which will
be set out in the Scheme Document, Scheme Shareholders will
receive:
for each Probability Share 50 pence in cash
The Acquisition values the entire issued and to be issued share
capital of Probability (assuming that all rights in respect of
in-the-money options under the Probability Share Option Schemes are
exercised) at approximately GBP18.0 million.
The cash consideration of 50 pence for each Probability Share
represents a premium of approximately:
- 58.7 per cent. over the Closing Price of 31.5 pence per
Probability Share on 17 February 2014, being the last Business Day
prior to the date of this Announcement; and
- 37.0 per cent. over the volume weighted average price of 36.5
pence per Probability Share in the three months prior to 17
February 2014, being the last Business Day prior to the date of
this Announcement.
3 Conditions
The Acquisition will be conditional, among other things, on the
continuation in full force and effect as at the date of the Scheme
Court Hearing of the Gibraltar Licence Approval, the Italian
Licence Approval and the Great Britain Licence Approval and such
approvals not becoming subject to any material condition or
limitation on or before the date of the Scheme Court Hearing. If
GTECH UK does not continue to possess in full force and effect any
of the Gibraltar Licence Approval, the Italian Licence Approval or
the Great Britain Licence Approval, Probability may no longer be
able legally to offer some or all of its products and services in
the United Kingdom and / or Italy. In these circumstances, GTECH UK
would deem this Condition not to have been met and would request
the Panel to permit it to invoke the Condition on the grounds that
it is material in the context of Rule 13.5(a) of the Code.
Full details of the Conditions and further terms to which the
Scheme will be subject are set out in Appendix I to this
Announcement and will be set out in the Scheme Document. These
Conditions provide, among other things, that the Scheme will lapse
if it does not become Effective by 6.00 p.m. on the Long Stop Date.
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable of the Acquisition. The Acquisition will
be subject to the applicable requirements of the Code, the Panel,
the London Stock Exchange, the AIM Rules and the FCA.
4 Background to and reasons for the Acquisition
The GTECH UK Directors believe that a high level of capability
in mobile is a strategic requirement across the GTECH Group as
demands from its customers for mobile solutions expand and become
increasingly complex. They believe that Probability has established
an industry leading capability to quickly create and bring to
market games which work on multiple devices and in numerous
regulated jurisdictions and that the Acquisition will allow the
Enlarged Group to:
-- build on the development of Probability as a provider of
mobile gaming solutions through the application of the wider
financial resources available to the GTECH Group;
-- facilitate the pooling of know-how currently available within
the Probability Group and the GTECH Group and enable the GTECH
Group to accelerate the deployment of existing gaming technology
into the mobile market;
-- provide scale in the market for Probability Group products,
and provide cross-selling opportunities for both Probability Group
and GTECH Group products; and
-- achieve revenue, cost and operational synergies on an accelerated basis.
5 Recommendation
The Probability Directors, who have been so advised by Global
Leisure Partners LLP, consider the terms of the Acquisition to be
fair and reasonable. In providing its advice, Global Leisure
Partners LLP has taken into account the commercial assessments of
the Probability Directors. Global Leisure Partners LLP is providing
independent financial advice to the Probability Directors for the
purposes of Rule 3 of the Code.
Accordingly, the Probability Directors have agreed unanimously
to recommend Probability Shareholders to vote in favour of the
resolutions to be proposed at the Court Meeting and the General
Meeting in relation to the Scheme, as the Probability Directors who
are interested in Probability Shares have irrevocably undertaken to
do (or procure to be done) in respect of their and their connected
persons' entire beneficial holdings in Probability, amounting to,
in aggregate, 3,820,191 Probability Shares, representing
approximately 11.3 per cent. of the existing issued ordinary share
capital of Probability.
6 Background to and reasons for the recommendation to Probability Shareholders
Probability has been a pioneer in the field of mobile gambling
technology since 2004, developing a significant first mover
advantage particularly in its ability to deliver regulated products
to thousands of different mobile device configurations in multiple
jurisdictions.
H2 Gambling Capital, a consultancy, forecast that mobile will
constitute 44 per cent. of all interactive gambling win (including
lottery) worldwide by 2018. At the same time, the increasing range
and variety of mobile devices, as well as ever more sophisticated
consumer demands, continually increase the complexity of meeting
this challenge. The Probability Directors believe that for
Probability, its employees, its customers and its shareholders, an
acquisition by GTECH UK now removes the risk that a small entity
such as Probability may not keep its footing in an increasingly
global and highly competitive marketplace, dominated by large and
well funded players.
7 Irrevocable undertakings
In connection with the Acquisition, GTECH UK has received
irrevocable undertakings from each of the Probability Directors who
are interested in Probability Shares to vote, or procure the vote,
in favour of the resolutions to be proposed at the Court Meeting
and the General Meeting in relation to the Scheme in respect of
their and their connected persons' entire beneficial holdings in
Probability amounting to, in aggregate, 3,820,191 Probability
Shares, representing approximately 11.3 per cent. of the existing
issued ordinary share capital of Probability.
GTECH UK has also received irrevocable undertakings to vote in
favour of the resolutions to be proposed at the Court Meeting and
the General Meeting in relation to the Scheme from IPGL Limited,
John Scaife, Nigel Wray, Colter Limited and Marlborough Fund
Managers Limited in respect of their beneficial interests in an
aggregate of 14,683,367 Probability Shares, representing
approximately 43.5 per cent. of the existing issued ordinary share
capital of Probability.
In aggregate, therefore, GTECH UK has received irrevocable
undertakings to vote in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting in relation to the Scheme
in respect of a total of 18,503,558 Probability Shares,
representing approximately 54.8 per cent. of the existing issued
ordinary share capital of Probability.
Further details of these irrevocable undertakings (including the
circumstances in which they may fall away) are set out in Appendix
III to this Announcement.
8 Information on GTECH UK and GTECH
GTECH UK is a wholly owned trading subsidiary of the GTECH Group
and its ultimate holding company is GTECH, a leading commercial
operator and provider of technology in the regulated worldwide
gaming and lottery markets.
GTECH UK was incorporated in England and Wales as Finsoft
Limited on 9 May 1995 and changed its name to GTECH UK Interactive
Limited on 29 January 2014. The principal activities of GTECH UK
are the sale and supply of software licences, the provision of
support services for such licences and the supply of technology
services on a sub-contracting basis. GTECH UK's registered office
is at 70 Chancery Lane, London WC2A 1AF.
GTECH Shares are listed on the Milan Stock Exchange under the
trading symbol "GTK". Based on the Closing Price of EUR23.13 per
GTECH Share on 17 February 2014 (being the latest Business Day
prior to the date of this Announcement), GTECH has a market
capitalisation of approximately EUR4.0 billion. The De Agostini
S.p.A. group, an investment company and one of Italy's largest
family-owned businesses, holds 59.5 per cent. of the outstanding
GTECH Shares.
The audited consolidated accounts of GTECH for the year ended 31
December 2012 showed revenues, EBITDA and income before tax of
EUR3.08 billion (2011: EUR3.08 billion), EUR1.03 billion (2011:
EUR0.97 billion) and EUR0.42 billion (2011: EUR0.37 billion)
respectively. As at 31 December 2012, GTECH had net debt of EUR2.55
billion (2011: EUR2.74 billion).
9 Information on Probability
Probability Shares were admitted to trading on AIM in August
2006.
Probability has its head office in London and three wholly owned
subsidiaries:
-- Probability Games Corporation Limited, which develops and
owns the majority of Probability's mobile gambling technology and
intellectual property and is licensed by the UK Gambling Commission
for this purpose;
-- Probability (Gibraltar) Limited, which operates and markets
the gambling services and holds the Gibraltar and Italian gambling
licences; and
-- Playyoo SA, situated in Lugano, Switzerland, which develops
technology for the Italian B2B market but does not operate any
gambling services.
The Probability Group was originally founded in 2004 as mLotto
Limited by Charles Cohen (the current Chief Executive Officer) and
John Scaife, who spotted the opportunity for real money gaming and
lottery on a new generation of mobile devices with built in
internet connections. Probability now employs approximately 45
people across the three offices in the UK, Gibraltar and
Switzerland.
The audited, consolidated accounts of Probability for the year
ended 31 March 2013 showed revenues of GBP8.6 million and an
overall loss for the year of GBP0.6 million, including share option
charges, depreciation and amortisation totalling GBP0.5
million.
10 Probability current trading and prospects
In line with Probability's most recent quarterly update,
released on 22 January 2014, Probability continues to see growth in
its core B2C business, the White Label and Italian B2B services.
Improvements in the underlying metrics of customer acquisition
costs and player activity seen in the last quarter have continued
into the current period.
Discussions with casino groups in the United States are on-going
but no contracts have been entered into. Whilst Probability is
optimistic of making progress in this regard, it is not at this
stage able to provide any assurances or guidance as to timing.
Probability has completed the processes required for launching
its first White Label services in Italy and is currently in the
early stages of market testing with its commercial partners
there.
11 Intentions regarding Probability and the Probability
Directors, management, employees and locations
Following completion of the Acquisition, GTECH UK intends to
support an acceleration of Probability's existing businesses in the
UK and Italy, whilst also deploying these skills and technologies
more widely across the GTECH Group's global customer base.
GTECH UK recognises the skills, technical ability and experience
of the existing management and employees of Probability and intends
that its strategic plans for Probability will have no adverse
repercussions on the continued employment of Probability's
employees. GTECH UK has given assurances to the Probability
Directors that, following the Scheme becoming Effective, the
existing employment rights, including pension rights, of all
employees and management of Probability will be fully safeguarded.
Following completion of the Acquisition, it is the intention of
GTECH UK to extend its remuneration and retention policies to
Probability employees.
GTECH UK has no current intention of redeploying Probability's
fixed assets or changing the location of Probability's business as
a consequence of the Acquisition, although it highlights that it
continually keeps the locations of its businesses and employees
under review so as to respond effectively to potential changes in
their regulatory and operating environments.
Each of the Non-Executive Probability Directors, being Mike
Shinya, Matthew Wreford, Mark Davies and Rocco Pellegrinelli, has
agreed with GTECH UK to resign from the board of directors of
Probability conditionally upon the Scheme becoming Effective and
with effect from the Effective Date and without compensation for
loss of office.
The Probability Directors have given due consideration to GTECH
UK's stated intentions for the management, employees and locations
of Probability when deciding to recommend the Acquisition.
12 Probability Share Option Schemes
Participants in the Probability Share Option Schemes will be
contacted separately regarding the effect of the Acquisition on
their rights under the Probability Share Option Schemes and
appropriate proposals will be made to such persons in due course.
The Acquisition will extend to any Probability Shares which are
unconditionally allotted or issued before the Scheme Record Time as
a result of the exercise of existing options under the Probability
Share Option Schemes.
13 Financing the Acquisition
The Total Cash Consideration payable under the terms of the
Acquisition will be funded using the GTECH Group's existing cash
resources.
Altium, financial adviser to GTECH UK, is satisfied that
sufficient resources are available to satisfy in full the Total
Cash Consideration payable to Scheme Shareholders under the terms
of the Acquisition.
14 Disclosures of interests in Probability Shares
Other than pursuant to the irrevocable undertakings referred to
in paragraph 7 above, GTECH UK confirms that, as at close of
business on 17 February 2014, being the last Business Day prior to
the date of this Announcement, none of GTECH, GTECH UK or any of
their directors or any person acting or deemed to be acting in
concert with GTECH UK hold any interests in Probability Shares.
GTECH UK confirms that it will today make an Opening Position
Disclosure, setting out the details required to be disclosed by
Rule 8.1(a) of the Code.
15 Structure of the Acquisition
It is intended that the Acquisition will be effected by way of a
Court sanctioned scheme of arrangement under Part 26 of the
Companies Act. The Scheme is an arrangement between Probability and
the Scheme Shareholders and is subject to the approval of the
Court.
The purpose of the Scheme is to provide for GTECH UK to become
the holder of the entire issued and to be issued share capital of
Probability. This is to be achieved by the cancellation of the
Scheme Shares held by Scheme Shareholders and the application of
the reserve arising from such cancellation in paying up in full
such number of New Probability Shares which is equal to the number
of Scheme Shares cancelled and issuing such New Probability Shares
to GTECH UK. GTECH UK will subsequently pay the Cash Consideration
to which Probability Shareholders on the register of members at the
Scheme Record Time are entitled pursuant to the terms of the
Acquisition.
To become Effective, the Scheme will require, amongst other
things, the approval by a majority in number of those Scheme
Shareholders voting, either in person or by proxy, at the Court
Meeting (or any adjournment thereof) representing at least 75 per
cent. in value of all Scheme Shares voted at the Court Meeting and
the passing by Probability Shareholders of the Special Resolution
to be proposed at the General Meeting (or any adjournment thereof)
(requiring the approval of Probability Shareholders representing at
least 75 per cent. of the votes cast on such Special Resolution at
the General Meeting) necessary to implement the Scheme (including
approving appropriate amendments to the Articles and approving the
Reduction of Capital). In addition, the Scheme must be sanctioned,
and the Reduction of Capital must be confirmed, by the Court.
The Scheme will also be subject to the satisfaction or waiver of
the Conditions and certain further terms to be set out in the
Scheme Document. In accordance with the Code, the Scheme will not
become Effective if the Acquisition is referred to the UK
Competition Commission or the European Commission initiates
proceedings under Article 6(1)(c) of the Regulation prior to the
Court Meeting and the General Meeting.
Once the necessary approvals from Probability Shareholders have
been obtained and the other Conditions have been satisfied or
(where applicable) waived, the Scheme will become Effective upon
the delivery of the Reduction Court Order to the Registrar of
Companies. The Scheme is expected to become Effective by 2 May
2014. If the Scheme does not become effective on or before the Long
Stop Date it will lapse and the Scheme will not proceed unless
GTECH UK and Probability agree otherwise with the consent of the
Panel.
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting.
Any Probability Shares issued after the Scheme Record Time will
be automatically transferred to GTECH UK - under provisions to be
included in the Articles as part of the Scheme - in consideration
for the cash sum that would have been payable under the Scheme had
they been Scheme Shares.
GTECH UK reserves the right, with the consent of the Panel
(where necessary), to elect to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme. Any such Takeover
Offer will be subject to acceptances being received in respect of
Probability Shares which, together with any Probability Shares held
or acquired or agreed to be acquired by GTECH UK and parties acting
in concert with it, carry in aggregate more than 50 per cent. of
the voting rights exercisable at a general meeting of Probability
and will otherwise be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme, and in compliance with applicable laws and
regulations.
Further details of the Scheme, including the expected timetable
of the Scheme and how Scheme Shareholders may participate in the
Court Meeting and the General Meeting, will be contained in the
Scheme Document. It is expected that the Scheme Document,
containing notices of the Court Meeting and the General Meeting,
together with the Forms of Proxy, will be posted to Probability
Shareholders and (for information purposes only) to participants in
the Probability Share Option Schemes, as soon as practicable and in
any event by no later than 28 days after the date of this
Announcement.
16 Overseas Shareholders
The availability of the Acquisition or distribution of this
Announcement to persons not resident in the United Kingdom may be
prohibited or affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas
Probability Shareholders will be contained in the Scheme
Document.
17 Cancellation of admission to trading and re-registration
It is intended that an application will be made to the London
Stock Exchange to cancel the admission to trading in Probability
Shares on AIM with effect from or shortly after the Effective
Date.
On the Effective Date, Probability will become a wholly owned
subsidiary of GTECH UK and, after the cancellation of the admission
to trading of Probability Shares on AIM, it is intended that
Probability will be re-registered as a private limited company
pursuant to the relevant provisions of the Companies Act.
18 Probability issued share capital
In accordance with Rule 2.10 of the Code, Probability confirms
that as at the close of business on 17 February 2014, being the
last Business Day prior to the date of this Announcement, there
were 33,782,256 Probability Shares (ISIN GB00B16KQ132) in
issue.
19 Offer-related arrangements
Confidentiality agreement
GTECH and Probability have entered into a mutual confidentiality
agreement dated 12 September 2013 (the "Confidentiality Agreement")
pursuant to which each of GTECH and Probability has undertaken to
keep certain information relating to the Acquisition and the other
party confidential and not to disclose such information to third
parties, except to certain permitted disclosees for the purposes of
evaluating the Acquisition or if required by applicable laws or
regulations. These confidentiality obligations will remain in force
until such time as the confidential information disclosed becomes
publically known and made generally available. In addition, GTECH
has undertaken not to solicit, endeavour to entice away or offer to
employ any person employed or engaged by Probability for the twelve
month period following the end of any discussions in relation to
the Acquisition, except with Probability's consent. The agreement
contains obligations on GTECH to procure that no member of the
GTECH Group performs any prohibited actions.
Pursuant to a deed of release dated 17 February 2014 (the "Deed
of Release"), GTECH was released from certain provisions in the
Confidentiality Agreement restricting GTECH's ability to (i)
acquire, offer to acquire or agree to acquire, directly or
indirectly, by purchase or otherwise, any securities of Probability
or any direct or indirect rights or option to acquire any
securities of Probability, (ii) launch a formal offer for
Probability unless recommended, or agreed to, by the Board of
Probability or (iii) engage in contact with any Probability
Shareholders without the prior written agreement of
Probability.
Co-operation agreement
On 17 February 2014 Probability and GTECH UK entered into a
co-operation agreement (the "Co-operation Agreement") pursuant to
which Probability has agreed:
-- to provide such information as GTECH UK may reasonably
require for the purposes of obtaining any official authorisation or
regulatory clearance required in connection with the implementation
of the Scheme, including in respect of the Gibraltar Licence
Approval, the Great Britain Licence Approval and the Italian
Licence Approval; and
-- to co-operate as GTECH UK may reasonably require, and to keep
GTECH UK informed and consult with GTECH UK, in respect of any
dealings with any of the Government of Gibraltar, the Gambling
Commission of Great Britain and/or the Agenzie delle Dogane e dei
Monopoli in relation to the Gibraltar Licence Approval, the Great
Britain Licence Approval and the Italian Licence Approval
respectively or with any other regulator.
Pursuant to the Co-operation Agreement, Probability and GTECH UK
have also identified those share options under the Probability
Share Option Schemes which are already exercisable, or which will
become exercisable, in connection with the Scheme. Furthermore,
Probability has agreed to keep GTECH UK informed should it receive
any communications in relation to the Probability Share Option
Schemes and not to respond to such communications without prior
consultation with, and the consent of, GTECH UK. The Co-operation
Agreement sets out the proposed mechanics of exercise of share
options granted under the Probability Share Option Schemes (and
which are exercisable in connection with the Scheme) and
Probability and GTECH UK have given mutual undertakings to take any
action necessary (including, without limitation, co operating to
obtain any necessary consents from the Panel or HMRC or otherwise)
to implement the proposed mechanics of exercise. Finally,
Probability has undertaken to provide all such assistance as GTECH
UK may reasonably require to accurately determine the tax
implications for Probability (and any members of the Probability
Group) resulting from the exercise of share options pursuant to the
Probability Share Option Schemes.
The Co-operation Agreement includes reciprocal obligations on
the part of Probability and GTECH UK to co-operate and provide such
information and assistance as the other party may reasonably
request in connection with the preparation of the Scheme
Document.
20 Documents on display
Copies of this Announcement, the Confidentiality Agreement, the
Deed of Release and the Co-operation Agreement referred to in
paragraph 19 above and the irrevocable undertakings referred to in
paragraph 7 above and summarised in Appendix III to this
Announcement will be made available, subject to certain
restrictions relating to persons resident in any Restricted
Jurisdiction, on GTECH's website at www.gtech.com and Probability's
website at www.probability.co.uk by no later than 12 noon (London
time) on the day following the date of this Announcement until the
end of the Offer Period.
21 General
The Acquisition will be made subject to the Conditions and
further terms set out in Appendix I to this Announcement and to
those terms which will be set out in the Scheme Document and the
Forms of Proxy. The Scheme Document will include full details of
the Scheme, together with notices of the Court Meeting and the
General Meeting and the expected timetable of the Acquisition. The
Acquisition will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange, the AIM Rules and the
FCA.
Enquiries: Telephone:
GTECH UK Interactive Limited +1 401 392 7452
Robert K. Vincent, GTECH Corporate Communications
+44 (0) 20 7092
Probability plc 8800
Charles Cohen, Chief Executive Officer
Qurban Hussain, Chief Financial Officer
Altium Capital Limited (Financial Adviser to GTECH +44 (0) 20 7484
UK) 4040
Stephen Georgiadis
Tim Richardson
Global Leisure Partners LLP (Financial Adviser to +44 (0) 20 7016
Probability) 8050
David Bains
Trevor Stokes
Numis Securities Limited (Nominated Adviser and +44 (0) 20 7260
Broker to Probability) 1000
Richard Thomas
Alex Ham
Tom Ballard
Square One Consulting (Public Relations Adviser +44 (0) 20 7929
to Probability) 5599
David Bick
Mark Longson
The Acquisition will be made on the terms and subject to the
Conditions and further terms set out in Appendix I to this
Announcement and the conditions and further terms set out in the
Scheme Document and Forms of Proxy when issued. The sources and
bases of calculation of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement.
A summary of the irrevocable undertakings given by the Probability
Directors and certain other Probability Shareholders is contained
in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
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.
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 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 will contain the full terms and
conditions of the Acquisition, including details of how to vote in
favour of the Scheme. GTECH UK and Probability will prepare the
Scheme Document to be distributed to Scheme Shareholders (with the
exception of certain Scheme Shareholders in Restricted
Jurisdictions). Probability and GTECH UK urge Probability
Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the
Acquisition.
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 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 Code
and permitted by applicable law and regulation, 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 the Acquisition will not be capable of
acceptance from or within a Restricted Jurisdiction and no person
may vote in favour of the Scheme by any means, instrumentally or
from 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, as doing so may invalidate any purported acceptance
of the Acquisition.
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
will be 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 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 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 or Probability, as the case
may be.
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.
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
A copy of this Announcement 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 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 GTECH's website or Probability's website (or any
other website) is incorporated into, or forms part of, this
Announcement.
Any person who has received this Announcement in electronic form
or by means of a website publication may request a copy of this
Announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the Acquisition be in hard copy form. This Announcement and all
future documents, announcements and information can be requested in
hard copy form (free of charge) by submitting a request in writing
to Global Leisure Partners LLP, 20 Balderton St, London W1K 6TL,
United Kingdom or by calling Global Leisure Partners LLP on +44 (0)
20 7016 8065.
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.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE PROPOSALS
Part A: Conditions to the Scheme
1 The Scheme is conditional upon:
(a) approval of the Scheme by a majority in number, representing
75 per cent. or more in value of the holders of Scheme Shares (or
the relevant class or classes thereof) who are on the register of
members of Probability at the Voting Record Time, present and
voting, either in person or by proxy, at the Court Meeting (or at
any adjournment of such meeting) and such meeting being held on or
before 25 April 2014 (or such later date as may be agreed by GTECH
UK and Probability, subject to the Code and / or with the consent
of the Panel and, if required, the Court);
(b) all resolutions required to implement the Scheme and set out
in the notice of the General Meeting being duly passed by the
requisite majority at the General Meeting (or at any adjournment of
such meeting) and such meeting being held on or before 25 April
2014 (or such later date as may be agreed by GTECH UK and
Probability, subject to the Code and / or with the consent of the
Panel and, if required, the Court);
(c) (i) the sanction of the Scheme and confirmation of the
Reduction of Capital by the Court (with or without modification but
subject to any modification being on terms acceptable to
Probability and GTECH UK), and delivery for registration of copies
of the Court Orders and the requisite statement of capital attached
thereto to the Registrar of Companies for registration and (if so
ordered in order to take effect) the registration of the Reduction
Court Order and statement of capital by the Registrar of Companies;
and
(ii) the Scheme Court Hearing being held on or before 21 May
2014 (or such later date as may be agreed by GTECH UK and
Probability).
2 The Scheme shall lapse unless the Scheme and the Reduction of
Capital have both become Effective on or before 6.00 p.m. on the
Long Stop Date.
Part B: Conditions to the Proposals
3 Subject to Part C below and to the requirements of the Panel,
application to the Court to sanction the Scheme and to confirm the
Reduction of Capital will not be made unless the Conditions at
paragraphs 1(a) and 1(b) have been fulfilled and unless,
immediately prior to the Scheme Court Hearing, the following
Conditions (as amended, if appropriate) have been satisfied (where
capable of satisfaction and in the case of the Conditions in
paragraph 3(b)(i) remain satisfied) or, where applicable,
waived:
(a) without limitation to Conditions 3(b) and 3(c) below each of
the Gibraltar Licence Approval, the Great Britain Licence Approval
and the Italian Licence Approval continuing in full force and
effect as at the date of the Scheme Court Hearing and not becoming
subject to any material condition or limitation on or before the
date of the Scheme Court Hearing;
(b) no Third Party having, without the consent or agreement of
GTECH UK prior to the Effective Date instituted, implemented or
threatened (and in each case, not having withdrawn the same), and
there not continuing to be outstanding, any action, application,
proceeding, suit, investigation, inquiry or reference, and no Third
Party having required, made or proposed any action to be taken or
information to be provided or otherwise having done anything or
having enacted, made or proposed any statute, regulation, decision
or order (and, in each case, not having withdrawn the same) which
would or might reasonably be likely to:
(i) make the Scheme, its implementation or the acquisition or
proposed acquisition by GTECH UK of any shares or other securities
in, or control of, Probability or any member of the Probability
Group void, illegal or unenforceable in any relevant jurisdiction,
or otherwise, directly or indirectly, restrain, prevent, prohibit,
restrict or delay the same or impose additional material conditions
or obligations with respect to the Scheme or such acquisition, or
otherwise materially impede, challenge or interfere with the Scheme
or such acquisition, or require material amendment to the terms of
the Scheme or the acquisition or proposed acquisition of any
Probability Shares or the acquisition of control of Probability or
the Probability Group by GTECH UK or any member of the GTECH
Group;
(ii) limit or delay the proposed acquisition of control of
Probability by GTECH UK or any member of the Wider GTECH Group;
(iii) require, prevent or materially delay a divestiture, or
alter the terms envisaged for such divestiture by GTECH UK or any
member of the Wider GTECH Group of any Probability Shares or any
shares of any other member of the Probability Group;
(iv) require, prevent or materially delay a divestiture, or
alter the terms envisaged for such divestiture by GTECH UK or any
member of the Wider GTECH Group or by any member of the Wider
Probability Group, in any such case, of all or any portion of their
respective businesses, assets or properties or impose any
limitation on the ability of any of them to conduct all or any
portion of their respective businesses (or any of them) or to own
their respective assets or properties;
(v) impose any material limitation on, or result in a material
delay in, the ability of GTECH UK or the Wider GTECH Group directly
or indirectly to acquire or to hold or to exercise effectively, all
or any rights of ownership in respect of shares or other securities
(or the equivalent) in any member of the Probability Group;
(vi) except pursuant to the Scheme and sections 974 to 991 of
the Companies Act, require any member of the Wider GTECH Group or
of the Wider Probability Group to acquire, or to offer to acquire,
any shares or other securities (or the equivalent) in any member of
the Wider Probability Group owned by any third party;
(vii) impose any limitation on the ability of any member of the
Wider GTECH Group or any member of the Wider Probability Group to
integrate or co-ordinate all or any part of its business with all
or any part of the business of any member of the Wider GTECH Group
and / or the Wider Probability Group; or
(viii) otherwise affect adversely any or all of the business,
assets, profits or financial or trading position of any member of
the GTECH Group or any member of the Probability Group in any way
which in each case is material in the context of the GTECH Group or
the Probability Group taken as a whole,
and all applicable waiting and other time periods (including any
extension thereof) during which any Third Party could decide to
take, institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or take any other step
under the laws of any jurisdiction in which any member of the
Probability Group is incorporated or carries on business in respect
of the Scheme or the acquisition or proposed acquisition of any
Probability Shares having expired, lapsed or been terminated;
(c) all necessary notifications, filings and applications having
been made and all applicable waiting and other time periods
(including any extensions thereof) under any applicable legislation
and regulations in any jurisdiction in which the Probability Group
is incorporated or carries on business having expired, lapsed or
been waived or terminated and all necessary statutory and
regulatory obligations in any such jurisdiction having been
complied with or obtained as are necessary in connection with the
Scheme or the Proposals or their implementation or the acquisition
by GTECH UK or any member of the GTECH Group of any shares or other
securities (or the equivalent) in, or control of, Probability or
any member of the Wider Probability Group or the carrying on by the
Probability Group of its business and all material Authorisations
and determinations necessary or reasonably deemed necessary by
GTECH UK in any jurisdiction in which the Probability Group is
incorporated or carries on business for or in respect of the Scheme
or the Proposals or their implementation or the acquisition of any
shares or other securities (or the equivalent) in, or control of,
Probability or any member of the Wider Probability Group by GTECH
UK or any member of the GTECH Group having been obtained on terms
and in a form reasonably satisfactory to GTECH UK from all
appropriate relevant authorities or persons with whom any member of
the Probability Group has entered into contractual arrangements in
relation to the carrying on of the business of the Probability
Group and all such material Authorisations and determinations
remaining in full force and effect at the time when the Scheme
becomes Effective and there being no notice or intimation of an
intention to revoke, suspend, materially adversely restrict,
materially adversely modify or not to renew such material
Authorisations and determinations in consequence of the Scheme
becoming Effective, and all statutory and regulatory obligations in
any jurisdiction in which the Probability Group is incorporated or
carries on business having been complied with in all material
respects and no temporary restraining order, preliminary or
permanent injunction or other order having been issued and being in
effect by a court or other Third Party of competent jurisdiction
which has the effect of making the Scheme or the Proposals illegal
or otherwise prohibiting the consummation of the Scheme or the
Proposals;
(d) save as Fairly Disclosed there being no provision of any
arrangement, agreement, licence, permit, lease, franchise or other
instrument to which any member of the Wider Probability Group is a
party or by or to which any such member or any of its assets is
bound or subject which, in each case, as a consequence of the
Scheme or the Proposals or the acquisition or the proposed
acquisition by GTECH UK or any member of the GTECH Group of any
shares in Probability or any member of the Wider Probability Group
or because of a change in the control of any member of the Wider
Probability Group, would or might reasonably be expected to result,
to an extent material in the context of the Wider Probability Group
taken as a whole, in:
(i) any monies borrowed by, or any other material indebtedness
or material liabilities, actual or contingent, of or any grant
available to any member of the Probability Group being or becoming
repayable, or capable of being declared repayable immediately or
prior to its or their stated maturity or repayment date, or the
ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) any material rights, liabilities, obligations, interests or
business of any member of the Probability Group under any such
arrangement, agreement, licence, permit, lease, franchise or
instrument being terminated or adversely modified or affected or
any onerous obligation or any material liability arising or any
adverse action being taken thereunder;
(iii) any member of the Probability Group ceasing to be able to
carry on any part of its business under any name under which it
presently does so;
(iv) any material asset, property or interest of any member of
the Wider Probability Group being or falling to be disposed of or
charged in any manner howsoever or any right arising under which
any such asset or interest could be required to be disposed of or
charged, in each case other than in the ordinary course of
business;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Probability Group or any
such mortgage, charge or other security interest (whether existing
or having arisen) becoming enforceable or being enforced;
(vi) the financial or trading position of or the long term
prospects or the value of any member of the Probability Group being
prejudiced or adversely affected;
(vii) the creation or assumption of any material liability
(actual or contingent) by any member of the Probability Group which
liability is outside the ordinary course of business; or
(viii) any member of the Probability Group being required to
acquire or repay or repurchase any shares in and / or indebtedness
of any member of the Probability Group owned by any third
party;
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, lease, franchise or other
instrument to which any member of the Wider Probability Group is a
party or by or to which any such member or any of its assets is
bound or subject would result, to an extent which is material and
adverse in the context of the Probability Group taken as a whole,
in any of the events or circumstances as are referred to in
paragraphs (i) to (viii) inclusive of this Condition 3(d);
(e) since 31 March 2013 and save as Fairly Disclosed or
otherwise as a result of the Proposals, no member of the
Probability Group having:
(i) issued or agreed to issue or authorised or issued a notice
to its shareholders proposing the issue of additional shares of any
class, or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities or sold any shares out of treasury
(save as between Probability and wholly owned subsidiaries of
Probability or between any members of the Wider Probability Group
and save for the issue of Probability Shares on the exercise of
options granted under Probability Share Option Schemes);
(ii) recommended, declared, paid or made any bonus in respect of
shares, dividend or other distribution whether payable in cash or
otherwise (other than to Probability or one of its wholly owned
subsidiaries);
(iii) (save for transactions exclusively between members of the
Probability Group) made any change in its loan capital or effected
or implemented any merger or demerger or acquired, disposed of,
transferred, mortgaged, charged or granted security over any body
corporate, partnership or business or acquired or disposed of, or,
other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
asset or any right, title or interest in any asset (including
shares in subsidiaries and trade investments) which in any case
would be material in the context of the Wider Probability Group
taken as a whole;
(iv) save for transactions exclusively between members of the
Probability Group or transactions carried out by members of the
Probability Group in the ordinary course of business, issued or
authorised the issue of any debentures or incurred or increased any
indebtedness, or become subject to any actual or contingent
liability which in any case would be material in the context of the
Wider Probability Group taken as a whole;
(v) entered into, other than in the ordinary course of business,
or varied any contract, transaction, arrangement or commitment
(whether in respect of capital expenditure or otherwise) which is
of a loss-making, long term, unusual or onerous nature, or which
involves or could be reasonably expected to involve an obligation
of such a nature and magnitude which, in any such case, is material
in the context of the Wider Probability Group taken as a whole;
(vi) other than as agreed in writing with GTECH UK or set out in
this document, entered into or varied in any material respect or
made any offer (which remains open for acceptance) to enter into or
change in any material respect the terms of any contract, service
agreement or arrangement with any director or senior executive of
Probability Group;
(vii) (other than pursuant to the Scheme and save also for any
transaction(s) between any members of the Wider Probability Group)
implemented, effected or authorised any merger, demerger,
reconstruction, amalgamation, commitment, scheme or other
transaction or arrangement which would be restrictive on the
business of the Wider Probability Group taken as a whole and which
in any case is material in the context of the Wider Probability
Group taken as a whole;
(viii) purchased, redeemed or repaid or taken any corporate
action to propose the purchase, redemption or repayment of any of
its own shares or other securities (or the equivalent) or reduced
or made any other change to any part of its share capital save as
contemplated by the Scheme and save also for transactions between
members of the Wider Probability Group and for any issue of
Probability Shares pursuant to the Probability Share Option
Schemes;
(ix) waived or compromised any claim other than in the ordinary
course of business as presently conducted where such claim is
material to the Probability Group taken as a whole;
(x) (other than in connection with the Scheme or the Proposals)
made any alteration to its memorandum of association or Articles or
other constitutional documents;
(xi) taken or publicly announced an intention to take any
corporate action or had any petition presented or order made for
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator,
receiver, administrative receiver, trustee or similar officer or
other encumbrancer of all or any of its assets or revenues or any
analogous event, proceedings or steps having occurred in any
jurisdiction or had any analogous person appointed;
(xii) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xiii) made or agreed or consented to any significant change to
the terms of any pension schemes established for its directors,
employees or their dependants or to the benefits which accrue, or
to the pensions which are payable, thereunder, or to the basis on
which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined or to the basis
upon which the liabilities (including pensions) of such pension
schemes are funded or made;
(xiv) (other than in connection with the Scheme) proposed,
agreed to provide or modified the terms of any share option scheme,
incentive scheme or, other than in the ordinary course of business,
other benefit relating to the employment or termination of
employment of any person employed by the Wider Probability Group in
any case in a manner;
(xv) other than in the ordinary course of business, entered into
any contract, commitment, agreement or arrangement or passed any
resolution or made any offer (which remains open for acceptance)
with respect to, or authorised or announced any intention to effect
or propose, any of the transactions, matters or events referred to
in this Condition 3(e);
(f) since 31 March 2013 and save as Fairly Disclosed (to an
extent material in the context of the Wider Probability Group taken
as a whole):
(i) there having been no adverse change or material
deterioration in the business, assets, financial or trading
position or profits of any member of the Wider Probability
Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against any
member of the Wider Probability Group or to which any member of the
Wider Probability Group is or may reasonably be expected to become
a party (whether as plaintiff or claimant or defendant or
otherwise) and no enquiry or investigation by, or complaint or
reference to, any Third Party having been threatened, announced,
instituted or remaining outstanding against any member of the Wider
Probability Group; or
(iii) no contingent or other liability having arisen which would
adversely or might reasonably be expected adversely to affect the
business, assets, financial or trading position or profits of any
member of the Wider Probability Group; or
(g) save as Fairly Disclosed, GTECH UK not having discovered
after the date of this Announcement that:
(i) any financial, business or other information concerning the
Probability Group publicly announced or disclosed in writing to or
on behalf of GTECH UK at any time by or on behalf of any member of
the Wider Probability Group is in any material way misleading,
contains any material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not
misleading in any material respect; or
(ii) any information disclosed at any time by or on behalf of
any member of the Wider Probability Group is or becomes materially
incorrect (to an extent material in the context of the Wider
Probability Group taken as a whole);
(ii) any member of the Wider Probability Group is subject to any
liability, whether actual, contingent or otherwise, which is not
disclosed in the Annual Report and which is material in the context
of the Wider Probability Group taken as a whole; or
(iii) any information which materially affects the import of any
information disclosed at any time to any member of the GTECH Group
by or on behalf of the Wider Probability Group which is material in
the context of the Wider Probability Group taken as a whole; or
(iv) any member of the Wider Probability Group does not own all
of the intellectual property in all materials developed by,
developed for or under development for such business (to an extent
material in the context of the Wider Probability Group taken as a
whole); or
(v) any member of the Wider Probability Group does not own or
have licensed to it on a worldwide, royalty free, perpetual basis
all intellectual property that is required or reasonably necessary
for the conduct of business of the relevant member of the Wider
Probability Group as currently conducted; or
(vi) any member of the Wider Probability Group has entered into
any agreement, arrangement or understanding as a consequence of
which any intellectual property required or reasonably necessary
for the conduct of the business of any member of the Wider
Probability Group is to be:
(A) assigned, transferred or otherwise disposed of; or
(B) licensed to any third party on terms that would have any
adverse impact upon the ability of any Wider Probability Group
member to continue to use that intellectual property in the conduct
of its business as currently conducted; or
(vii) any member of the Wider Probability Group has infringed,
any intellectual property rights of any third party; or
(viii) any claims have been asserted in writing or threatened in writing by any person:
(A) that the Wider Probability Group infringes any intellectual
property of any third party; or
(B) challenging the ownership of any member of the Wider
Probability Group to, or the validity or effectiveness of, any of
its intellectual property; or
(ix) any intellectual property held, exploited or otherwise used
by any member of the Wider Probability Group is not valid and
subsisting; or
(x) there is unauthorised use, infringement or misappropriation
of any intellectual property of any member of the Wider Probability
Group by any third party; or
(xi) any asset of any member of the Wider Probability Group
constitutes criminal property as defined by section 340(3) Proceeds
of Crime Act 2002 (but disregarding paragraph (b) of that
definition); or
(xii) circumstances exist (whether as a consequence of the
Scheme or the Proposals or otherwise):
(A) which would be likely to lead to any relevant person
instituting; or
(B) whereby any past or present member of the Wider Probability
Group would be likely to be required to institute;
an environmental audit or take any steps which would in any such
case be likely to result in any actual or contingent liability to
improve or modify existing plant or install new plant, machinery or
equipment or make good, repair, reinstate or clean up any relevant
asset or any other property or any controlled waters which is
material in the context of the Wider Probability Group taken as a
whole; or
(xiii) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any
product or process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or present
member of the Wider Probability Group which claim or claims would
be likely to be material in the context of the Wider Probability
Group taken as a whole.
Part C: Further terms of the Proposals
4 Save with the consent of the Panel, the Scheme will lapse and
the Scheme or the Takeover Offer will not proceed if, before the
date of the Meetings, the Proposals are referred to the UK
Competition Commission or the European Commission initiates
proceedings under Article 6(1)(c) of the Regulation.
5 GTECH UK reserves the right to waive in whole or in part all
or any of the above Conditions except Conditions 1, 2 and
3(b)(i).
6 If GTECH UK or any member of the GTECH Group is required by
the Panel to make an offer for Probability Shares under the
provisions of Rule 9 of the Code, GTECH UK may make such
alterations to the terms and conditions of the Acquisition as are
necessary to comply with the provisions of that rule.
7 GTECH UK reserves the right to elect (with the consent of the
Panel (if required)) to implement the acquisition of the
Probability Shares by way of a Takeover Offer as an alternative to
the Scheme. Any such Takeover Offer will be subject to an
acceptance condition set at 90 per cent. (or such lesser percentage
(being more than 50 per cent.) as GTECH UK may decide) of (i) the
Probability Shares to which such Takeover Offer relates and (ii)
the voting rights normally exercisable at a general meeting of
Probability. Any such Takeover Offer will be implemented on the
same terms (subject to appropriate amendments) as those which would
apply to the Scheme and in compliance with applicable laws and
regulations. Further, if sufficient acceptances of such Takeover
Offer are received and / or sufficient Probability Shares are
otherwise acquired, it is the intention of GTECH UK to apply the
provisions of the Companies Act to acquire compulsorily any
outstanding Probability Shares to which such Takeover Offer
relates.
8 The availability of the Proposals to persons not resident in
the UK may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the UK should inform themselves
about and observe any applicable requirements.
9 Under Rule 13.5 of the Code, GTECH UK may only invoke a
Condition so as to cause the Scheme not to proceed, to lapse or to
be withdrawn where the circumstances which give rise to the right
to invoke the Condition are of material significance to GTECH UK in
the context of the Proposals and the Panel consents to such right
being invoked. The Conditions contained in Condition 1 above are
not subject to Rule 13.5 of the Code.
10 New Probability Shares will be acquired pursuant to the
Acquisition fully paid and free from all liens, charges, equitable
interest, encumbrances, rights of pre-emption and any other rights
and interest of any nature whatsoever and together with all rights
now and hereafter attaching thereto, including voting rights and
the right to retain in full all dividends and other distributions
(if any) declared, made or paid on or after the date of this
Announcement.
11 The Scheme will be governed by English law and be subject to
the exclusive jurisdiction of the English courts. The Scheme will
be subject to the applicable requirements of the Code, the Panel,
the London Stock Exchange, the FCA and the AIM Rules. In addition,
it will be subject to the terms and conditions set out in the
Scheme Document.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) The value placed by the Acquisition on the existing issued
share capital of Probability (approximately GBP16.9 million) is
based on 33,782,256 Probability Shares in issue on 17 February
2014, being the last Business Day prior to the date of this
Announcement. There are options and rights over a further 2,183,609
new Probability Shares which are in-the-money at the Offer Price
and which are expected to be exercised prior to the Scheme Record
Time.
(ii) Unless otherwise stated, all closing share prices for
Probability Shares referred to in this Announcement are closing
middle market quotations derived from the AIM Appendix of the Daily
Official List of the London Stock Exchange.
(iii) Unless otherwise stated, the financial information
relating to Probability is extracted from the Annual Report.
(iv) The premium calculations to the price per Probability Share
have been calculated by reference to a price of 31.5 pence per
Probability Share, being the Closing Price on 17 February 2014, the
last Business Day prior to the date of this Announcement.
(v) The premium calculations to the volume weighted average
price per Probability Share have been calculated by reference to
the volume weighted average of the daily volume weighted price,
being 36.5 pence per Probability Share over the three months to 17
February 2014, the last Business Day prior to the date of this
Announcement (sourced from Bloomberg).
(vi) References to a percentage of Probability Shares are based
on the 33,782,256 Probability Shares in issue on 17 February 2014,
being the last Business Day prior to the date of this
Announcement.
(vii) All references to times in this Announcement are to London times.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Probability Directors, John Scaife and IPGL Limited
The Probability Directors who hold Probability Shares, John
Scaife and IPGL Limited have given irrevocable undertakings to
GTECH UK to vote (or procure the vote) in favour of the Acquisition
as follows:
% of Probability
Number of Probability Shares in
Name Shares issue
IPGL Limited 5,795,463 17.2
Charles Cohen 2,209,800 6.5
Rocco Pellegrinelli 1,577,497 4.7
John Scaife 1,169,375 3.5
Mark Davies 32,894 0.1
Total 10,785,029 31.9
These irrevocable undertakings include undertakings:
(i) to vote or procure the vote in favour of the resolutions to
be proposed at the Court Meeting and the General Meeting in
relation to the Scheme; and
(ii) if GTECH UK exercises its right to structure the
Acquisition as a Takeover Offer, to accept or procure the
acceptance of such Takeover Offer.
These irrevocable undertakings are conditional upon the
publication of this Announcement by not later than 8.00 a.m. on 18
February 2014 (or such later date as GTECH UK and Probability may
agree).
All these irrevocable commitments continue to be binding even in
the event of a higher competing offer being made for Probability
but will cease to be binding if either the Scheme or the Special
Resolution are not approved by the requisite majority of
Probability Shareholders at the Court Meeting and the General
Meeting respectively and GTECH UK does not, at the same time and
with the consent of the Panel, publicly announce that it will
implement the Acquisition by means of a Takeover Offer.
The irrevocable commitments extend to any Probability Shares
arising from the exercise of options held under Probability Share
Option Schemes prior to the date of the Court Meeting and the
General Meeting.
Other Irrevocable Undertakings
GTECH UK has also received irrevocable undertakings to vote (or
procure the vote) in favour of the Acquisition from the following
holders or controllers of Probability Shares:
Number of % of Probability
Probability Shares in
Name Shares issue
Nigel Wray 3,385,000 10.0
Colter Limited 3,258,529 9.6
Marlborough Fund Managers Limited 1,075,000 3.2
Total 7,718,529 22.8
These irrevocable undertakings are conditional upon:
(i) the publication of this Announcement by not later than 8.00
am on 18 February 2014 (or such later date as Probability and GTECH
UK may agree); and
(ii) no person other than GTECH UK or any person acting in
concert with GTECH UK announcing prior to the date on which the
Probability Shareholders are required to vote in favour of the
Scheme a firm intention (in accordance with Rule 2.7 of the Code)
to make an offer (within the meaning of the Code), which is not the
subject of pre-conditions, to acquire all the equity share capital
of Probability, other than that already owned by the person making
such offer, on terms which represent an improvement of 10 per cent.
or more on the value of the consideration offered under the
Acquisition.
These irrevocable undertakings will also cease to be binding if
either the Scheme or the Special Resolution are not approved by the
requisite majority of Probability Shareholders at the Court Meeting
and the General Meeting respectively and GTECH UK does not, at the
same time and with the consent of the Panel, publicly announce that
it will implement the Acquisition by means of a Takeover Offer.
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the proposed acquisition of the entire issued
and to be issued share capital of Probability
by GTECH UK to be implemented by way of the
Scheme (or if GTECH UK so elects, a Takeover
Offer) on and subject to the Conditions
AIM the AIM Market of the London Stock Exchange
AIM Rules the AIM Rules for Companies (February 2010)
as published by the London Stock Exchange
(as amended and from time to time)
Altium Altium Capital Limited, the financial adviser
to GTECH UK
Announcement this announcement, released in accordance
with Rule 2.7 of the Code
Annual Report the annual report and audited accounts of
the Probability Group for the financial year
ended 31 March 2013
Articles the articles of association of Probability
Authorisations authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances,
certificates, permissions or approvals
B2B business-to-business
B2C business-to-consumer
Business Day a day (other than a Saturday or Sunday) on
which banks are open for business in the
City of London
Cash Consideration the cash consideration due to a Scheme Shareholder
under the Scheme in connection with the cancellation
of his Scheme Shares pursuant to the Acquisition
Closing Price the closing middle market quotation of a
Probability Share as derived from the London
Stock Exchange's website for that day
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006 (as amended from time
to time)
Conditions the conditions to implementing the Proposals
(including the Scheme) as set out in Appendix
I to this Announcement and to be set out
in the Scheme Document and "Condition" shall
mean any one of them
connected person in connection with a person, his spouse or
civil partner and his infant children
Court the High Court of Justice, Chancery Division
(Companies Court), in England and Wales
Court Meeting the meeting of the Scheme Shareholders to
be convened by order of the Court under section
896 of the Companies Act for the purposes
of considering and, if thought fit, approve
the Scheme (with or without amendment), and
any adjournment of it
Court Orders the Scheme Court Order and the Reduction
Court Order or, where the context requires,
either of them
EBITDA earnings before interest, taxation, depreciation
and amortisation
Effective in the context of the Acquisition:
(i) if the Acquisition is implemented by
way of the Scheme, the Scheme (including
the Reduction of Capital) having become effective
pursuant to its terms; or
(ii) if the Acquisition is implemented by
way of a Takeover Offer, the Takeover Offer
having been declared or become unconditional
in all respects in accordance with the requirements
of the Code
Effective Date the date on which the Scheme becomes Effective
in accordance with its terms
Enlarged Group following the Scheme becoming Effective,
the GTECH Group and the Probability Group
Fairly Disclosed fairly disclosed in this Announcement or
the Annual Report or as publicly announced
by or on behalf of Probability through (i)
a Regulatory Information Service before the
date of the Announcement (including, for
the avoidance of doubt, the Probability Group's
unaudited results for the six months ended
30 September 2013) or (ii) the publication
of such information on the main website maintained
by Probability before 4:00 p.m. on the Business
Day immediately prior to the date of the
Announcement, or as fairly disclosed in writing
(including, without limitation, all information
contained in the on-line data room made available
to GTECH and GTECH UK and its professional
advisers) by Probability or any of its professional
advisers, including but not limited to its
legal advisers, and any of its financial
advisers, to a member of the GTECH Group
or any of its professional advisers including
but not limited to its legal advisers, and
any of its financial advisers, before 4:00
p.m. on the Business Day immediately prior
to the date of the Announcement
Financial Conduct Authority the Financial Conduct Authority in its capacity
or FCA as a regulator under FSMA
Forms of Proxy either or both of the blue form of proxy
for use at the Court Meeting and the white
form of proxy for use at the General Meeting
which accompany this document, as the context
requires
FSMA the Financial Services and Markets Act 2000
(as amended from time to time)
General Meeting the general meeting of Probability Shareholders
to be held after the Court Meeting for the
purpose of the Scheme, and any adjournment
of it
Gibraltar Licence Remote Gambling Licence RGL No.047 granted
by the Minister for Gambling of the Government
of Gibraltar to Probability (Gibraltar) Limited
with an operative date of 1 October 2010,
and the Licence Agreement of even date therewith
between (1) the said minister as The Licensing
Authority of Gibraltar and (2) the said licensee
Gibraltar Licence Approval the approval received by Probability from
the Government of Gibraltar in its capacity
as the issuer of the Gibraltar Licence to
the change of beneficial ownership of Probability
(Gibraltar) Limited contemplated by the Acquisition
Great Britain Licence Remote Operating Licence (Gambling Software)
Number 000-029008-R-310540-005 issued by
the Gambling Commission of Great Britain
to Probability Games Corporation Limited
on 6 July 2012
Great Britain Licence the written confirmation received by Probability
Approval from the Gambling Commission of Great Britain
that it is minded to determine that the Great
Britain Licence shall continue to have effect
subsequent to the change of beneficial ownership
of Probability Corporation Limited contemplated
by the Acquisition
Group in relation to any person, means that person
and any companies which are holding companies,
subsidiaries or subsidiary undertakings of
it or of any such holding company
GTECH GTECH S.p.A., a company enrolled with the
Register of Enterprises of Rome with number
08028081001
GTECH Group collectively, GTECH, its subsidiaries and
its subsidiary undertakings from time to
time and "member of the GTECH Group" shall
be construed accordingly
GTECH Shares ordinary shares of EUR1.00 each in the capital
of GTECH
GTECH UK GTECH UK Interactive Limited, a private company
limited by shares incorporated in England
and Wales with registration number 03054588
GTECH UK Directors the directors of GTECH UK
HMRC HM Revenue & Customs
Italian Licence AAMS licence No.15240 issued by the Amministrazione
Autonoma dei Monopoli di Stado (now, the
Agenzie delle Dogane e dei Monopoli) to Probability
(Gibraltar) Limited on 11 November 2012
Italian Licence Approval the confirmation received by GTECH UK from
the Agenzie delle Dogane e dei Monopoli that
the obligations of the licensee pursuant
to the Italian Licence can continue to be
satisfactorily performed subsequent to the
change of beneficial ownership contemplated
by the Acquisition
London Stock Exchange London Stock Exchange plc
Long Stop Date 11 September 2014 or such earlier or later
date as GTECH UK and Probability may agree
and the Panel and / or the Court may allow
Meetings the Court Meeting and the General Meeting
New Probability Shares the new Probability Shares to be issued to
GTECH UK in accordance with the Scheme
Offer Document the document which would be despatched to
Probability Shareholders, amongst others,
if GTECH UK elects to implement the Acquisition
by means of a Takeover Offer, together with
any form of acceptance
Offer Period the period commencing on 18 February 2014,
being the date of this Announcement and ending
on the Effective Date
Offer Price 50 pence for each Probability Share
Panel the Panel on Takeovers and Mergers
pence or "p" UK pence sterling, the lawful currency of
the United Kingdom
pounds or "GBP" UK pounds sterling, the lawful currency of
the United Kingdom
Probability Probability plc, a public company limited
by shares incorporated in England and Wales
with registration number 05830059
Probability Directors the directors of Probability
Probability Group collectively, Probability, its subsidiaries
and subsidiary undertakings from time to
time and "member of the Probability Group"
shall be construed accordingly
Probability Share Option the agreements pursuant to which Probability
Schemes has granted rights to subscribe for Probability
Shares from time to time
Probability Shareholders holders of Probability Shares from time to
time
Probability Shares ordinary shares of 1p each in the capital
of Probability
Proposals the Acquisition and other matters to be considered
at the Meetings
Reduction Court Hearing the hearing by the Court to approve the Reduction
of Capital
Reduction Court Order the order of the Court confirming the reduction
of ordinary share capital under section 648
of the Companies Act provided for by the
Scheme
Reduction of Capital the Court approved reduction of the share
capital of Probability under sections 645
to 649 of the Companies Act by the cancellation
of the Scheme Shares, to be effected as part
of the Scheme
Registrar of Companies the Registrar of Companies in England and
Wales
Regulatory Information any information services authorised from
Service time to time by the Financial Conduct Authority
for the purpose of disseminating regulatory
announcements
Restricted Jurisdiction any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Proposals is sent or made
available to Probability Shareholders in
that jurisdiction
Regulation Council Regulation (EC) 139/2004
Rule a rule of the Code
Scheme the scheme of arrangement proposed to be
made under Part 26 of the Companies Act between
Probability and the Probability Shareholders,
with or subject to any modification, addition
or condition approved or imposed by the Court
and agreed to by Probability and GTECH UK
Scheme Court Hearing the hearing by the Court of the petition
to sanction the Scheme
Scheme Court Order the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act
Scheme Document the document to be addressed to Probability
Shareholders containing the details of the
Proposals including, amongst other things,
the Scheme, the notices of the Meetings and
the Forms of Proxy
Scheme Record Time 6:00 p.m. on the Business Day immediately
prior to the Reduction Court Hearing
Scheme Shares all Probability Shares which are:
(a) in issue at the date of this document;
(b) (if any) issued after this document,
but before the Voting Record Time; and
(c) (if any) issued on or after the Voting
Record Time but prior to the Scheme Record
Time, on terms that the holder shall be bound
by the Scheme, or in respect of which the
original or any subsequent holder agrees
in writing to be bound by the Scheme,
in each case other than any Probability Shares
held by or on behalf of GTECH UK
Scheme Shareholders holders of Scheme Shares
Special Resolution the special resolution proposed to be passed
at the General Meeting in connection with,
inter alia, implementation of the Scheme,
approval of the Reduction of Capital and
certain amendments to be made to the Articles
Statement of Capital the statement of capital (approved by the
Court) showing with respect to Probability's
share capital, as altered by the Reduction
Court Order, the information required by
section 649 of the Companies Act
subsidiary or subsidiary shall be construed in accordance with the
undertaking or undertakings Companies Act
or
associated undertaking
Takeover Offer should GTECH UK elect to effect the Acquisition
by way of a takeover offer, the offer to
be made by or on behalf of GTECH UK for all
of the Probability Shares on the terms and
subject to the conditions to be set out in
the related offer document and form of acceptance
including, where the context requires, any
subsequent revision, variation, extension
or renewal of it
Third Party any central bank, government or governmental,
quasi governmental, supranational, statutory,
regulatory, environmental, administrative,
fiscal or investigative body, court, tribunal,
trade agency, association, institution, environmental
body, employee representative body or any
other body or person whatsoever in any jurisdiction
in which any member of the Probability Group
is incorporated or carries on business
Total Cash Consideration the total Cash Consideration payable by GTECH
UK to Scheme Shareholders under the terms
of the Scheme calculated by reference to
the price per Probability Share offered pursuant
to the Proposals
United Kingdom or UK the United Kingdom of Great Britain and Northern
Ireland
United States or US the United States of America, its territories
and possessions, any State of the United
States of America, and the District of Columbia
Voting Record Time 6:00 p.m. on the day which is two days before
the date of the Court Meeting or, if the
Court Meeting is adjourned, 6:00 p.m. on
the second day before the date of such adjourned
meeting
White Label a service through which Probability provides
media owners, app developers, broadcasters,
marketing agencies, mobile network operators
and gambling operators with access to its
network under their own brands
Wider Probability Group the Probability Group and associated undertakings
of Probability and any other body corporate,
partnership, joint venture or person in which
Probability and such undertakings (aggregating
their interests) have an interest of more
than 20 per cent. of the voting or equity
capital or the equivalent
Wider GTECH Group the GTECH Group and associated undertakings
of GTECH and any other body corporate, partnership,
joint venture or person in which GTECH and
such undertakings (aggregating their interests)
have an interest of more than 20 per cent.
of the voting or equity capital or the equivalent
WLA World Lottery Association
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFQKODDNBKBQBD
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