TIDMINGG
RNS Number : 9705L
Inspired Gaming Group plc
14 May 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
14 May 2010
RECOMMENDED ACQUISITION
of
Inspired Gaming Group plc ("Inspired")
by
Gaming Acquisitions Limited, a company controlled by investment partnerships
advised by Vitruvian Partners LLP
("Bidco")
to be effected by means of a Scheme of Arrangement
under Part 26 of the
Companies Act 2006
On 4 May 2010, the Independent Directors and the Bidco Directors announced that
they had reached agreement on the terms of a recommended acquisition of the
entire issued and to be issued share capital of Inspired by Bidco, to be
effected by means of a scheme of arrangement between Inspired and its
shareholders under Part 26 of the Companies Act 2006 (the "Scheme").
The Inspired Board is pleased to announce that a circular setting out, amongst
other things, the full terms and conditions of the Scheme and an explanatory
statement, together with the action to be taken by Inspired Shareholders, is
today being posted to Inspired Shareholders. Notices convening the Court Meeting
and the General Meeting to be held at the offices of Nabarro LLP, Lacon House,
84 Theobald's Road, London, WC1X 8RW on 9 June at 10.00 a.m. and 10.15 a.m. (or
as soon thereafter as the Court Meeting is concluded or adjourned),
respectively, are contained in the circular. Subject to the satisfaction or
waiver of the conditions to the Scheme, it is currently expected that the Scheme
will become effective on 1 July 2010. If any of the expected dates change,
Inspired will give notice of the change by issuing an announcement through a
Regulatory Information Service.
In accordance with Rules 20 and 26 of the AIM Rules for Companies and the Code,
an electronic copy of the Scheme Document has been sent to the London Stock
Exchange and made available on Inspired's website. www.inspiredgaminggroup.com
Unless the context otherwise requires, terms defined in the announcement dated 4
May 2010 by Inspired and Bidco in relation to the Acquisition have the same
meaning in this announcement.
+-------------------------------------------+--------------------+
| Enquiries: | |
+-------------------------------------------+--------------------+
| Bidco: | Tel: 020 7518 2800 |
+-------------------------------------------+--------------------+
| Ian Riley | |
| Ben Johnson | |
| | |
+-------------------------------------------+--------------------+
| Altium Capital Limited (Financial Adviser | Tel: 020 7484 4040 |
| to Bidco): | |
+-------------------------------------------+--------------------+
| Stephen Georgiadis | |
| Tim Richardson | |
| | |
+-------------------------------------------+--------------------+
| Financial Dynamics (PR Advisers to | Tel: 020 7831 3113 |
| Bidco): | |
+-------------------------------------------+--------------------+
| Charles Palmer | |
| | |
+-------------------------------------------+--------------------+
| Inspired Gaming Group plc: | Tel: 07836 700401 |
+-------------------------------------------+--------------------+
| Russell Hoyle | |
| | |
+-------------------------------------------+--------------------+
| Evolution Securities Limited (Financial Adviser and Nominated |
| Adviser to Inspired): |
+----------------------------------------------------------------+
| Stuart Andrews | Tel: 020 7071 4300 |
| Sam Plumptre | |
+-------------------------------------------+--------------------+
| Speed Communications (PR Advisers to | Tel: 020 7842 3200 |
| Inspired): | |
+-------------------------------------------+--------------------+
| Lucy Buckley | |
| | |
+-------------------------------------------+--------------------+
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Bidco and
Vitruvian and no one else in connection with the Acquisition and will not be
responsible to anyone other than Bidco and Vitruvian for providing the
protections afforded to the clients of Altium Capital Limited, or for giving
advice in connection with the Acquisition, the contents of this announcement, or
the Forms of Proxy, or the Forms of Election or any matter referred to herein.
Evolution Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Inspired
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Inspired for providing the protections afforded to the
clients of Evolution Securities Limited, or for giving advice in connection with
the Acquisition, the contents of this announcement, or the Forms of Proxy, or
the Forms of Election or any matter referred to herein.
The availability of the Acquisition or the distribution of this announcement to
persons who are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
The Acquisition will not be made available, directly or indirectly, in or into
the United States or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor will it
be made available directly or indirectly in or into Canada, South Africa,
Australia or Japan, and no person may vote in favour of the Acquisition by any
such use, means, instrumentality or facility or from within the United States,
Canada, South Africa, Australia or Japan or any other such jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, copies of this announcement, the Scheme Document, the Forms of
Proxy and the Forms of Election are not being, will not be and must not be
mailed or otherwise forwarded, distributed or sent in, into or from the United
States, Canada, South Africa, Australia or Japan or any other such jurisdiction
if to do so would constitute a violation of the relevant laws of such
jurisdiction, and persons receiving this press announcement, the Scheme
Document, the Forms of Proxy and the Forms of Election (including without
limitation custodians, nominees and trustees) must not mail, forward, distribute
or send them in, into or from the United States, Canada, South Africa, Australia
or Japan or any other such jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction.
The Acquisition will be subject to the applicable rules and regulations of the
London Stock Exchange and the City Code.
Forward Looking Statements
This announcement contains statements that are or may be forward looking
statements. All statements other than statements of historical 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", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal"
or "strategy" 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 Bidco's or Inspired's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
government regulation on Bidco's or Inspired's business.
These forward looking statements are not guarantees of financial performance.
They have not been reviewed by the auditors of Bidco or Inspired. Such forward
looking statements involve known and unknown 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, which speak only as of the date hereof. All
subsequent oral or written forward looking statements attributable to Bidco or
Inspired or any of their respective members, directors, officers or employees or
any persons acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Bidco and Inspired disclaim any obligation to
update any forward looking or other statements contained herein, except as
required by applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 1%
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. 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 Rule 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with normal UK market practice, Bidco or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Inspired Shares outside the United States, other than
pursuant to the Scheme, prior to the Scheme Effective Date. These purchases may
occur either in the open market at prevailing prices or in private transactions
at negotiated prices. Any information about such purchases will be disclosed as
required in the UK.
A copy of this announcement will be available on Inspired's website:
http://www.inspiredgaminggroup.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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