Talarius PLC
14 December 2006
For immediate release
14 December 2006
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION OF
TALARIUS PLC
by
EUROPEAN GAMING LIMITED
(a joint venture company controlled by Tattersall's and Macquarie)
to be implemented by means of a scheme of arrangement
UPDATE ON IRREVOCABLES
In accordance with the terms of the irrevocable undertaking from Close
Investments Limited to European Gaming Limited to vote (or procure the vote) in
favour of the Scheme and the Special Resolution, Close Investments Limited has
notified European Gaming that 253,173 Talarius Shares have been withdrawn from
the undertaking. Further details of the Close Investments Limited irrevocable
undertaking are set out in circular containing the terms of the scheme of
arrangement dated 30 November 2006 (the "Scheme Circular").
Accordingly, European Gaming has received irrevocable undertakings to vote (or
procure the vote) in favour of the Scheme at the Court Meeting (or, in the event
that the Acquisition is implemented by way of a takeover offer, to accept such
offer) in respect of up to 19,160,374 Talarius Shares in aggregate, representing
approximately 46.77 per cent. of the share capital of Talarius expected to be in
issue at the Court Meeting and entitled to vote at that meeting (assuming the
exercise of the Marwyn Warrants in respect of 1,837,225 Talarius Shares and
excluding the Talarius Shares owned by George Adams and the Management Team).
European Gaming has also received irrevocable undertakings to vote in favour of
the Special Resolution to be proposed at the Talarius EGM in respect of a total
of up to 23,930,373 Talarius Shares, representing approximately 52.32 per cent.
of the share capital of Talarius expected to be in issue at the record date for
the Talarius EGM assuming the exercise of the Marwyn Warrants in respect of
1,837,225 Talarius Shares.
Defined terms used in this announcement shall (unless the context otherwise
requires) have the same meanings contained in the Scheme Circular.
Enquiries:
Merlin (PR Adviser to European Gaming) Tel:
Paul Downes 07900 244 888
Lachlan Johnston 07989 304 356
Brunswick (PR Adviser to Talarius) Tel:
Jonathan Glass 020 7404 5959
Chris Blundell
Panmure Gordon (Broker and joint financial Tel:
adviser to European Gaming)
Richard Gray 020 7459 3600
Hugh Morgan
Directors of Talarius Tel:
David Williams 020 7248 0802
Nicholas Harding 01908 246123
Mark Watts 020 7248 0802
Numis (Financial adviser to Talarius) Tel:
Stuart Skinner 020 7776 1500
Charles Farquar
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively as broker and joint financial
adviser to European Gaming and no one else in connection with the Proposals and
will not be responsible to anyone other than European Gaming for providing the
protections afforded to clients of Panmure Gordon or for providing advice in
relation to the Proposals or any other matters referred to in this Announcement.
Macquarie, which is authorised and regulated in the United Kingdom by the
Financial Services Authority is acting exclusively as joint financial adviser to
European Gaming and no one else in connection with the Proposals and will not be
responsible to anyone other than European Gaming for providing the protections
afforded to clients of Macquarie or for providing advice in relation to the
Proposals or any other matters referred to in this Announcement.
Numis, which is authorised and regulated in the United Kingdom by the Financial
Services Authority is acting exclusively for Talarius and no one else in
connection with the Proposals and will not be responsible to anyone other than
Talarius for providing the protections afforded to clients of Numis or for
providing advice in relation to the Proposals or any other matters referred to
in this Announcement.
This Announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise.
The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements. This Announcement
has been prepared for the purpose 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 availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of
and observe any applicable requirements.
Forward-Looking Statements
This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of the Talarius
Group and certain plans and objectives of the boards of directors of Talarius
and European Gaming. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words of similar meaning. These statements
are based on assumptions and assessments made by the boards of directors of
Talarius and European Gaming in light of their experience and their perception
of historical trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the context of such
forward-looking statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this Announcement. Talarius and European Gaming assume no
obligation to update or correct the information contained in this Announcement,
whether as a result of new information, future events or otherwise, except to
the extent legally required.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set out in this Announcement since such
date. Nothing contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Talarius except
where expressly stated.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of Talarius, all "dealings" in any "relevant securities"
of Talarius (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30pm (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the Effective Date of
the Scheme (or such later date(s) as the Panel may specify). If two or more
persons act together pursuant to an agreement or understanding, whether formal
or informal, to acquire an "interest" in "relevant securities" of Talarius, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Talarius, by European Gaming or Talarius, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
http://www.thetakeoverpanel.org.uk/ .
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8, you should consult the Panel
on telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange