Probability plc Results of Court Meeting and General Meeting (0133E)

TIDMPBTY

RNS Number : 0133E

Probability plc

03 April 2014

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.

3 April 2014

Recommended cash acquisition

of

Probability plc

by

GTECH UK Interactive Limited

(a wholly owned subsidiary of GTECH S.p.A)

Results of Court Meeting and General Meeting

The Court Meeting and the General Meeting were both held earlier today, 3 April 2014.

Probability is pleased to announce that the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") relating to the recommended acquisition of Probability by GTECH UK (the "Acquisition") was approved at the Court Meeting and that the Special Resolution was passed at the General Meeting.

The voting results in relation to the Court Meeting and the General Meeting are summarised below.

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.98 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme and, accordingly, the resolution was passed. Details of the votes cast are as follows:

 
            Number       Percentage   Number          Percentage      Number 
             of Scheme    of Scheme    of Scheme       of Scheme       of Scheme 
             Shares       Shares       Shareholders    Shareholders    Shares 
             voted        voted        who voted       who voted       voted 
                          (%)                          (%)             as a percentage 
                                                                       of the 
                                                                       issued 
                                                                       share 
                                                                       capital 
                                                                       (%) 
---------  -----------  -----------  --------------  --------------  ----------------- 
 For        22,037,575       99.977              36          17.476             65.234 
---------  -----------  -----------  --------------  --------------  ----------------- 
 Against         5,000        0.023               1           0.485              0.015 
---------  -----------  -----------  --------------  --------------  ----------------- 
 Total      22,042,575      100.000              37          17.961             65.249 
---------  -----------  -----------  --------------  --------------  ----------------- 
 

GENERAL MEETING

At the General Meeting, the Special Resolution was duly passed on a show of hands. The voting results for the Special Resolution are detailed as follows:

Special Resolution

 
 For        8 
--------- 
 Against    0 
--------- 
 Abstain    0 
--------- 
 

Next Steps and Expected Timetable of Principal Events

Completion of the Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing and confirming the Capital Reduction at the Capital Reduction Court Hearing. The Scheme Court Hearing and the Capital Reduction Court Hearing are expected to take place on 29 April 2014 and 1 May 2014, respectively. Subject to the Conditions, as described above, the Scheme is expected to become effective on 2 May 2014.

The expected timetable for the implementation of the Scheme is set out below. All times shown are London times and, other than the Long Stop Date, are subject to change (please also see the note below):

 
 Event                           Time and date 
------------------------------  ------------------------ 
 Court Hearing to sanction       29 April 2014 
  the Scheme 
------------------------------  ------------------------ 
 Last day of dealings in,        29 April 2014 
  and for registration of 
  transfer of, and disablement 
  in CREST of, Ordinary 
  Shares 
------------------------------  ------------------------ 
 Scheme Record Time              6.00 p.m. on 30 April 
                                  2014 
------------------------------  ------------------------ 
 Court Hearing to confirm        1 May 2014 
  the Capital Reduction 
------------------------------  ------------------------ 
 Effective Date                  2 May 2014 
------------------------------  ------------------------ 
 Cancellation of admission       7.00 a.m. on 2 May 2014 
  to trading of Ordinary 
  Shares on AIM 
------------------------------  ------------------------ 
 Latest date for despatch        16 May 2014 
  of cheques and settlement 
  through CREST 
------------------------------  ------------------------ 
 Long Stop Date                  11 September 2014 
------------------------------  ------------------------ 
 

These times and dates are indicative only and will depend, among other things, on the date on which the Conditions are either satisfied, or (if capable of waiver) waived, and the dates upon which the Court sanctions the Scheme and confirms the associated Capital Reduction. It will also depend on when the Court Orders sanctioning the Scheme and confirming the Capital Reduction and, in relation to the Capital Reduction, the statement of capital are delivered to the Registrar of Companies. Probability will give notice of any change(s) by issuing an announcement through a RIS in the UK and, if required by the Panel, post notice of any change(s) to UK Shareholders and, for information only, to participants in the Probability Share Option Schemes.

GENERAL

Note that capitalised terms used in this announcement, but not defined, have the same meaning as in the Scheme Document.

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 document 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 document and will not regard any other person as its client in relation to the matters in this document 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.

A copy of this announcement will be available, subject to certain restrictions in relation to persons in certain overseas jurisdictions, on Probability's website at http://www.probability.co.uk.

For further information:

 
 Probability plc 
  Charles Cohen, Chief 
  Executive Officer 
  Qurban Hussain, Chief 
  Financial Officer            [phone] 
 Global Leisure Partners 
  LLP (Financial Adviser 
  to Probability) 
  David Bains 
  Trevor Stokes                [phone] 
 Numis Securities Limited 
  (Nominated Adviser and 
  Broker to Probability) 
  Richard Thomas 
  Alex Ham 
  Tom Ballard                  [phone] 
 Square One Consulting 
  (Public Relations Adviser 
  to Probability) 
  David Bick 
  Mark Longson                 [phone] 
 

This announcement has been prepared for the purposes of complying with English law and the Takeover Code 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.

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.

Publication on website

A copy of this announcement will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://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 Probability's website (or any other website) is incorporated into, or forms part of, this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a

securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

REGEALLDEDSLEFF