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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Inspired Gaming | LSE:INGG | London | Ordinary Share | GB00B56H4J68 | ORD 0.6P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 60.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMINGG RNS Number : 3569N Inspired Gaming Group plc 09 June 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 9 June 2010 RECOMMENDED ACQUISITION of Inspired Gaming Group plc ("Inspired") by Gaming Acquisitions Limited, a company controlled by investment partnerships advised by Vitruvian Partners LLP ("Bidco") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 Further to its announcement earlier today that at the Court Meeting and the General Meeting the resolutions proposed at the meetings were duly passed on a poll, the board of Inspired is pleased to announce that at the Court Meeting, the total number of votes cast represented 83,033,807 ordinary shares, representing approximately 66.92 per cent. of the total number of issued ordinary shares, the 83,033,766 votes cast in favour of the resolution represented approximately 66.92 per cent. of the total number of ordinary shares in issue and the 41 votes cast against the resolution represented approximately 0.00001 per cent. of the total number of issued ordinary shares. Subject to the satisfaction or waiver of the conditions to the Scheme, it is currently expected that the Scheme will become effective on 1 July 2010. If any of the expected dates change, Inspired will give notice of the change by issuing an announcement through a Regulatory Information Service. Unless the context otherwise requires, terms defined in the announcement by Inspired and Bidco in relation to the Acquisition dated 4 May 2010 have the same meaning in this announcement. +-------------------------------------------+--------------------+ | Enquiries: | | +-------------------------------------------+--------------------+ | Bidco: | Tel: 020 7518 2800 | +-------------------------------------------+--------------------+ | Ian Riley | | | Ben Johnson | | | | | +-------------------------------------------+--------------------+ | Altium Capital Limited (Financial Adviser | Tel: 020 7484 4040 | | to Bidco): | | +-------------------------------------------+--------------------+ | Stephen Georgiadis | | | Tim Richardson | | | | | +-------------------------------------------+--------------------+ | Financial Dynamics (PR Advisers to | Tel: 020 7831 3113 | | Bidco): | | +-------------------------------------------+--------------------+ | Charles Palmer | | | | | +-------------------------------------------+--------------------+ | Inspired Gaming Group plc: | Tel: 07836 700401 | +-------------------------------------------+--------------------+ | Russell Hoyle | | | | | +-------------------------------------------+--------------------+ | Evolution Securities Limited (Financial Adviser and Nominated | | Adviser to Inspired): | +----------------------------------------------------------------+ | Stuart Andrews | Tel: 020 7071 4300 | | Sam Plumptre | | +-------------------------------------------+--------------------+ | Speed Communications (PR Advisers to | Tel: 020 7842 3200 | | Inspired): | | +-------------------------------------------+--------------------+ | Lucy Buckley | | | | | +-------------------------------------------+--------------------+ Altium Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Bidco and Vitruvian and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Vitruvian for providing the protections afforded to the clients of Altium Capital Limited, or for giving advice in connection with the Acquisition, the contents of this announcement, or the Forms of Proxy, or the Forms of Election or any matter referred to herein. Evolution Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Inspired and no one else in connection with the Acquisition and will not be responsible to anyone other than Inspired for providing the protections afforded to the clients of Evolution Securities Limited, or for giving advice in connection with the Acquisition, the contents of this announcement, or the Forms of Proxy, or the Forms of Election or any matter referred to herein. The availability of the Acquisition or the distribution of this announcement to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Acquisition is not being made available, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made available directly or indirectly in or into Canada, South Africa, Australia or Japan, and no person may vote in favour of the Acquisition by any such use, means, instrumentality or facility or from within the United States, Canada, South Africa, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement, the Scheme Document, the Forms of Proxy and the Forms of Election are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, South Africa, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and persons receiving this press announcement, the Scheme Document, the Forms of Proxy and the Forms of Election (including without limitation custodians, nominees and trustees) must not mail, forward, distribute or send them in, into or from the United States, Canada, South Africa, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. The Acquisition is subject to the applicable rules and regulations of the London Stock Exchange and the City Code. Forward Looking Statements This announcement contains statements that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Inspired's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Inspired's business. These forward looking statements are not guarantees of financial performance. They have not been reviewed by the auditors of Bidco or Inspired. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to Bidco or Inspired or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Inspired disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Dealing Disclosure Requirements Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rule 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. In accordance with normal UK market practice, Bidco or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Inspired Shares outside the United States, other than pursuant to the Scheme, prior to the Scheme Effective Date. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK. A copy of this announcement will be available on Inspired's website: http://www.inspiredgaminggroup.com This information is provided by RNS The company news service from the London Stock Exchange END ACQKKCDPPBKDAAK
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