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Gtech UK To Acquire Probability In GBP 18.0 Mln Deal - Quick Facts

2/18/2014 3:17 AM ET

Gtech UK Interactive Limited, a wholly owned subsidiary of Gtech S.p.A, and Probability plc. (PBTY.L), a provider of mobile entertainment gambling services, have reached agreement on the terms of a recommended cash acquisition by which Gtech UK will acquire the entire issued and to be issued share capital of Probability in a deal that valued at 18.0 million pounds.

It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement. As per 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 pounds.

The offer price represents a premium of about 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.

Gtech S.p.A is a commercial operator and provider of technology in the regulated worldwide gaming and lottery markets.

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, 3.82 million 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 18.50 million Probability Shares, representing approximately 54.8 per cent of the issued share capital of Probability.

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by RTT Staff Writer

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