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Tuesday 18 February, 2014

GTECH UK Interactive

Recommended Cash Offer for Probability plc

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 £18.0 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




Probability plc

+44 (0) 20 7092 8800

Charles Cohen, Chief Executive Officer


Qurban Hussain, Chief Financial Officer




Altium Capital Limited (Financial Adviser to GTECH UK)

+44 (0) 20 7484 4040

Stephen Georgiadis


Tim Richardson




Global Leisure Partners LLP (Financial Adviser to Probability)

+44 (0) 20 7016 8050

David Bains


Trevor Stokes




Numis Securities Limited (Nominated Adviser and Broker to Probability)

+44 (0) 20 7260 1000

Richard Thomas


Alex Ham


Tom Ballard




Square One Consulting (Public Relations Adviser to Probability)

+44 (0) 20 7929 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 £18.0 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 €23.13 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 €4.0 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 €3.08 billion (2011: €3.08 billion), €1.03 billion (2011: €0.97 billion) and €0.42 billion (2011: €0.37 billion) respectively. As at 31 December 2012, GTECH had net debt of €2.55 billion (2011: €2.74 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 £8.6 million and an overall loss for the year of £0.6 million, including share option charges, depreciation and amortisation totalling £0.5 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




Probability plc

+44 (0) 20 7092 8800

Charles Cohen, Chief Executive Officer


Qurban Hussain, Chief Financial Officer




Altium Capital Limited (Financial Adviser to GTECH UK)

+44 (0) 20 7484 4040

Stephen Georgiadis


Tim Richardson




Global Leisure Partners LLP (Financial Adviser to Probability)

+44 (0) 20 7016 8050

David Bains


Trevor Stokes




Numis Securities Limited (Nominated Adviser and Broker to Probability)

+44 (0) 20 7260 1000

Richard Thomas


Alex Ham


Tom Ballard




Square One Consulting (Public Relations Adviser to Probability)

+44 (0) 20 7929 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 £16.9 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:




Name

Number of Probability Shares

% of Probability Shares in 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:




Name

Number of Probability Shares

% of Probability Shares in 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 or FCA

the Financial Conduct Authority in its capacity 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 Approval

the written confirmation received by Probability 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 €1.00 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 "£"

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 Schemes

the agreements pursuant to which Probability 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 Service

any information services authorised from 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

undertaking or undertakings or

associated undertaking

shall be construed in accordance with the Companies Act

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
 
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