GTECH UK Interactive Limited Form 8 (OPD) (GTECH UK Interactive Limited) (3266A)
18 Febrero 2014 - 3:40AM
UK Regulatory
TIDMPBTY
RNS Number : 3266A
GTECH UK Interactive Limited
18 February 2014
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making the disclosure: GTECH UK Interactive Limited ("GTECH UK")
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(b) Owner or controller of interests and short positions disclosed, if
different from 1(a):
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(c) Name of offeror/offeree in relation to whose relevant securities this Probability plc ("Probability")
form relates:
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(d) Is the party to the offer making the disclosure the offeror or the Offeror
offeree?
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(e) Date position held: 18 February 2014
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(f) Has the party previously disclosed, or is it today disclosing, under No
the Code in respect
of any other party to this offer?
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates
Class of relevant security: Ordinary shares of 1p
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Interests Short positions
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Number % Number %
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(1) Relevant securities owned and/or controlled: - - - -
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(2) Derivatives (other than options): - - - -
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(3) Options and agreements to purchase/sell: - - - -
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- -
TOTAL:
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(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: None
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Details, including nature of the rights concerned and relevant percentages: N / A
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(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer
making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of
the Code):
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Directors' Irrevocable Undertakings
The following Probability Directors have given irrevocable undertakings to GTECH UK to vote
in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General
Meeting in respect of their own beneficial holdings of issued Probability shares as follows:
Name of Probability No. of Probability Percentage of Probability
Director Shares issued share capital
(excluding shares
under option)
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Charles Cohen 2,209,800 6.54%
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Rocco Pellegrinelli 1,577,497 4.67%
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Mark Davies 32,894 0.10%
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In addition to the above Probability Shares, these irrevocable commitments also relate to
any Probability Shares arising from the exercise of options held under Probability share option
schemes.
Charles Cohen holds in-the-money options over 293,303 Probability Shares, representing approximately
0.82. per cent of the fully diluted share capital of Probability as at 17 February 2014 (being
the last Business Day prior to this announcement).
These irrevocable undertakings will remain binding in the event that a third party makes a
competing offer and will only cease to be binding if the Scheme does not become Effective
or lapses in accordance with its terms.
Other Irrevocables
GTECH UK has received an irrevocable undertaking to vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting
(or, in the event the Offer is implemented by way of a Takeover Offer, to accept, or procure
the acceptance of, the Takeover Offer) from IPGL Limited in respect of an aggregate of 5,795,463
Probability Shares, representing approximately 17.16 per cent. of the issued share capital
of Probability as at 17 February 2014 (being the last Business Day prior to this announcement).
These irrevocable undertakings will remain binding in the event that a third party makes a
competing offer and will only cease to be binding if the Scheme does not become Effective
or lapses in accordance with its terms.
GTECH UK has received an irrevocable undertaking to vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting
(or, in the event the Offer is implemented by way of a Takeover Offer, to accept, or procure
the acceptance of, the Takeover Offer) from John Scaife in respect of an aggregate of 1,169,375
Probability Shares, representing approximately a further 3.46 per cent. of the issued share
capital of Probability as at 17 February 2014 (being the last Business Day prior to this announcement),
and 612,880 to be issued Probability Shares (pursuant to the exercise of in-the-money options
over Probability shares), representing approximately 1.70 per cent. of the fully diluted share
capital of Probability as at 17 February 2014 (being the last Business Day prior to this announcement).
These irrevocable undertakings will remain binding in the event that a third party makes a
competing offer and will only cease to be binding if the Scheme does not become Effective
or lapses in accordance with its terms.
GTECH UK has received an irrevocable undertaking to vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting
(or, in the event the Offer is implemented by way of a Takeover Offer, to accept, or procure
the acceptance of, the Takeover Offer) from Nigel Wray in respect of an aggregate of 3,385,000
Probability Shares, representing approximately 10.02 per cent. of the issued share capital
of Probability as at 17 February 2014 (being the last Business Day prior to this announcement).
This undertaking will be suspended if (i) a higher competing offer (being an offer at a cash
price of 55 pence or more per Probability Share, or which represents a value equivalent to
such amount) is made for the entire issued and to be issued share capital of Probability or
(ii) the Scheme does not become Effective or lapses in accordance with its terms.
GTECH UK has received an irrevocable undertaking to vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting
(or, in the event the Offer is implemented by way of a Takeover Offer, to accept, or procure
the acceptance of, the Takeover Offer) from Colter Limited in respect of 3,258,529 Probability
Shares, representing approximately 9.65 per cent. of the issued share capital of Probability
as at 17 February 2014 (being the last Business Day prior to this announcement). This undertaking
will be suspended if (i) a higher competing offer (being an offer at a cash price of 55 pence
or more per Probability Share, or which represents a value equivalent to such amount) is made
for the entire issued and to be issued share capital of Probability or (ii) the Scheme does
not become Effective or lapses in accordance with its terms.
GTECH UK has received an irrevocable undertaking to vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting
(or, in the event the Offer is implemented by way of a Takeover Offer, to accept, or procure
the acceptance of, the Takeover Offer) from Marlborough Fund Managers Limited in respect of
an aggregate of 1,075,000 Probability Shares, representing approximately 3.18 per cent. of
the issued share capital of Probability as at 17 February 2014 (being the last Business Day
prior to this announcement). This undertaking will be suspended if (i) a higher competing
offer (being an offer at a cash price of 55 pence or more per Probability Share, or which
represents a value equivalent to such amount) is made for the entire issued and to be issued
share capital of Probability or (ii) the Scheme does not become Effective or lapses in accordance
with its terms.
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in
concert with the party to the offer making the disclosure:
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None
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer making the disclosure or any person acting
in concert with it:
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None
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(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer making the disclosure, or any person acting in concert with it, and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
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None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) No
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Supplemental Form 8 (SBL) No
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Date of disclosure: 18 February 2014
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Contact name: Robert K. Vincent
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Telephone number: +1 (401) 392-7452
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
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