Probability plc Rule 2.10 Announcement (6864E)

TIDMPBTY

RNS Number : 6864E

Probability plc

11 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.

Recommended cash acquisition

of

Probability plc

by

GTECH UK Interactive Limited

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

Rule 2.10 announcement

In connection with the Scheme, the Board of Probability plc ("Probability") has approved the issue and allotment of one Probability Share to GTECH UK Interactive Limited ("GTECH UK") for a subscription price of GBP0.50, following which GTECH UK has been entered into the register of members of Probability.

This new share is not a Scheme Share and will not be subject to the Scheme.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Probability announces that, as at today's date, there are 33,782,257 Probability Shares in issue. The International Securities Identification Number (ISIN) for Probability Shares is GB00B16KQ132.

A copy of this announcement will be available on Probability's website, www.probability.co.uk. The contents of this website are not incorporated into and do not form part of this announcement.

Capitalised terms not otherwise defined in this announcement shall have the same meanings as set out in the circular relating to the Scheme posted to Probability Shareholders on 11 March 2014.

 
 Enquiries:                                 Telephone: 
 
                                            +44 (0) 20 
 Probability plc                             7092 8800 
 Charles Cohen, Chief Executive Officer 
 Qurban Hussain, Chief Financial Officer 
 
 Global Leisure Partners LLP (Financial     +44 (0) 20 
  Adviser to Probability)                    7016 8050 
 David Bains 
 Trevor Stokes 
 
 Numis Securities Limited (Nominated        +44 (0) 20 
  Adviser and Broker to Probability)         7260 1000 
 Richard Thomas 
 Alex Ham 
 Tom Ballard 
 
 Square One Consulting (Public Relations    +44 (0) 20 
  Adviser to Probability)                    7929 5599 
 David Bick 
 Mark Longson 
 

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 as nominated adviser and broker 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 has been prepared for the purpose of complying with English law, the Takeover 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 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

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