Information  X 
Enter a valid email address

Talarius PLC (TLS)

  Print   

Friday 01 December, 2006

Talarius PLC

Posting of Scheme Circular

Talarius PLC
01 December 2006


Talarius plc

For immediate release

1 December 2006





                           Posting of Scheme Circular


   Recommended proposals for the cash acquisition of Talarius plc by European
                                 Gaming Limited


Following the announcement on 22 November 2006 by Talarius plc ("Talarius") and
European Gaming Limited (a new company formed for the purpose of making the
acquisition and indirectly owned by Tattersall's and Macquarie) regarding the
recommended proposals for the cash acquisition of Talarius (the "Announcement")
by European Gaming Limited, Talarius announces that it has today posted the
circular containing, amongst other things, the terms of the scheme of
arrangement under section 425 of the Companies Act 1985 (the "Act") by which the
acquisition of Talarius will take place (the "Scheme"), an explanatory statement
relating to the Scheme (in compliance with section 426 of the Act), notices of
the Court Meeting and the Talarius EGM, an expected timetable of principal
events and details of the action to be taken by Talarius Shareholders (the
"Scheme Document") to all Talarius Shareholders and, for information only, to
participants in the Talarius Share Option Schemes.


The Court Meeting and the Talarius EGM to approve the Scheme are scheduled to be
held on 8 January 2007. Subject to, amongst other things, approval at the
relevant meetings, the Scheme is expected to become effective on or around 1
February 2007. Subject to the Scheme becoming effective, settlement of the cash
consideration to which any holder of Scheme Shares is entitled thereunder will
be effected within 14 days of the Effective Date.


The Scheme Document is available for inspection on Talarius's website -
www.talarius.com and during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) at the offices of Mayer, Brown, Rowe & Maw
LLP, 11 Pilgrim Street, London EC4V 6RW.


Any capitalised term used but not defined in this announcement is as defined in
the Announcement.


Enquiries

Brunswick                                              020 7404 5959
Jonathan Glass/Chris Blundell


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
herein.


This announcement is not intended to and does not constitute an offer to sell or
any 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. Only the Scheme Document contains the
full terms and conditions of the Acquisition, including details of how to vote
in favour of the Scheme. Any responses to the Scheme should be made only on the
basis of the information in the Scheme Document. Talarius Shareholders are urged
to read the Scheme Document because it contains important information relating
to the Acquisition.


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 United Kingdom
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.




                      This information is provided by RNS
            The company news service from the London Stock Exchange

a d v e r t i s e m e n t