Result of Meeting

 

TIDMINGG 
 
RNS Number : 3150N 
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 
 
 
 
On 4 May 2010, the Independent Directors and the Bidco Directors announced that 
they had reached agreement on the terms of a recommended acquisition of the 
entire issued and to be issued share capital of Inspired by Bidco, to be 
effected by means of a scheme of arrangement between Inspired and its 
shareholders under Part 26 of the Companies Act 2006 (the "Scheme"). 
 
The board of Inspired is pleased to announce that at the Court Meeting and the 
General Meeting the resolutions proposed at the meetings were duly passed on a 
poll.  The results of the votes on the respective resolutions were as follows: 
 
At the Court Meeting to approve the Scheme: 
 
48 shareholders, representing approximately 97.96 per cent. of the shareholders 
voting, cast 83,033,766 votes, representing approximately 99.99 per cent. of the 
total cast, in favour of the resolution 
1 shareholder, representing approximately 2.04 per cent. of the shareholders 
voting, cast 41 votes, representing approximately 0.01 per cent. of the total 
cast, against the resolution 
 
At the General Meeting: 
 
82,688,927 votes, representing approximately 99.99 per cent. of the total cast, 
were cast in favour of the special resolution to approve and implement the 
Scheme, the Capital Reduction, amendments to the articles of association of 
Beer, and re-registration of Beer as a private limited company (the "Special 
Resolution") 
41 votes, representing approximately 0.01 per cent. of the total cast, were cast 
against the Special Resolution 
No votes abstained in respect of the Special Resolution 
 
82,688,927 votes, representing approximately 99.99 per cent. of the total cast, 
were cast in favour of the ordinary resolution to approve the arrangements made 
and to be made between Bidco, the Executive Managers and the Management Team 
(the "Ordinary Resolution") 
41 votes, representing approximately 0.01 per cent. of the total cast, were cast 
against the Ordinary Resolution 
No votes abstained in respect of the Ordinary Resolution 
 
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: [phone] | 
+-------------------------------------------+--------------------+ 
| Ian Riley                                 |                    | 
| Ben Johnson                               |                    | 
|                                           |                    | 
+-------------------------------------------+--------------------+ 
| Altium Capital Limited (Financial Adviser | Tel: [phone] | 
| to Bidco):                                |                    | 
+-------------------------------------------+--------------------+ 
| Stephen Georgiadis                        |                    | 
| Tim Richardson                            |                    | 
|                                           |                    | 
+-------------------------------------------+--------------------+ 
| Financial Dynamics (PR Advisers to        | Tel: [phone] | 
| Bidco):                                   |                    | 
+-------------------------------------------+--------------------+ 
| Charles Palmer                            |                    | 
|                                           |                    | 
+-------------------------------------------+--------------------+ 
| Inspired Gaming Group plc:                | Tel: [phone]  | 
+-------------------------------------------+--------------------+ 
| Russell Hoyle                             |                    | 
|                                           |                    | 
+-------------------------------------------+--------------------+ 
| Evolution Securities Limited (Financial Adviser and Nominated  | 
| Adviser to Inspired):                                          | 
+----------------------------------------------------------------+ 
| Stuart Andrews                            | Tel: [phone] | 
| Sam Plumptre                              |                    | 
+-------------------------------------------+--------------------+ 
| Speed Communications (PR Advisers to      | Tel: [phone] | 
| 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 [phone]. 
In accordance with normal UK market practice, Bidco or its nominees or brokers 
(acting as agents) may from time to time make certain purchases of, or 
arrangements to purchase, Inspired Shares outside the United States, other than 
pursuant to the Scheme, prior to the Scheme Effective Date. These purchases may 
occur either in the open market at prevailing prices or in private transactions 
at negotiated prices. Any information about such purchases will be disclosed as 
required in the UK. 
 
A copy of this announcement will be available on Inspired's website: 
http://www.inspiredgaminggroup.com 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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