Information  X 
Enter a valid email address

Talarius PLC (TLS)

  Print   

Friday 29 December, 2006

Talarius PLC

Revised Offer

Talarius PLC
29 December 2006


For immediate release


29 December 2006



           RECOMMENDED REVISED 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


1. Introduction


European Gaming (a joint venture company controlled by Tattersall's and
Macquarie) announces an increase in its cash offer for Talarius from 270 pence
per Talarius Share to 280 pence per Talarius Share (the "Revised Proposals").
The increased cash offer is to be implemented by way of the scheme of
arrangement, details of which were sent to Talarius Shareholders on 1 December
2006.


The terms of the increased cash offer represent a premium of approximately:

- 36.2 per cent. to the average Closing Price of 205.6 pence per Talarius Share
  for the three months ended 31 October 2006, being the last Business Day prior 
  to the announcement by Talarius that it had received an approach from a third 
  party which may or may not lead to an offer being made for the Company; and

- 17.9 per cent. to the Closing Price of 237.5 pence per Talarius Share on 31
  October 2006, being the last Business Day prior to the announcement by 
  Talarius that it had received an approach from a third party which may or may 
  not lead to an offer being made for the Company.


2. Recommendation


The Talarius Directors, who have been so advised by Numis, consider the terms of
the Revised Proposals to be fair and reasonable. In providing its advice to the
Talarius Directors, Numis has taken into account the commercial assessment of
the Talarius Directors. Accordingly, the Talarius Directors unanimously
recommend that Talarius Shareholders vote in favour of the resolutions to be
proposed at the Court Meeting and the Talarius EGM.


3. Irrevocable undertakings and letter of intent


To become effective, the Scheme requires, amongst other things, the approval of
the Scheme Shareholders at the Court Meeting to be convened on 8 January 2007.
The Scheme also requires the passing of the Special Resolution to be proposed at
the Talarius EGM also to be convened on 8 January 2007.


As a result of their interests in the Management Arrangements, the members of
the Management Team have agreed not to vote at the Court Meeting. Talarius has
received legal advice that George Adams (a wholly-owned subsidiary of
Tattersall's which holds 4,600,000 Talarius Shares) should also be precluded
from voting at the Court Meeting because of Tattersall's interest in the Revised
Proposals.


European Gaming has now 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 20,860,384 Talarius Shares in aggregate, representing
approximately 50.9 per cent. of Talarius Shares expected to be in issue and
entitled to vote at the Court Meeting (assuming the exercise of the Marwyn
Warrants in respect of 1,837,225 Talarius Shares but no exercise of any options
over Talarius Shares and excluding the Talarius Shares owned by George Adams and
the Management Team).


European Gaming has also now 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 25,630,384 Talarius Shares, representing approximately 56.0 per
cent. of Talarius Shares 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 but no exercise of any options over Talarius Shares).


European Gaming has also received a non-legally binding letter of intent from
GAM International Management Limited whereby it has confirmed its intent to vote
in favour of the Scheme and the Special Resolution in respect of 1,413,300
Talarius Shares which it manages and either to close out the contracts for
differences in respect of a further 2,286,700 Talarius Shares which it also
manages and acquire the underlying shares and vote those shares in favour of the
Scheme and the Special Resolution or request the counterparties to the contracts
for differences to vote the underlying Talarius Shares in such manner. The
3,700,000 Talarius Shares which are the subject of the letter of intent
represent approximately 9.0 per cent. of Talarius Shares expected to be in issue
and entitled to vote at the Court Meeting (assuming the exercise of the Marwyn
Warrants in respect of 1,837,225 Talarius Shares but no exercise of any options
over Talarius Shares and excluding the Talarius Shares owned by George Adams and
the Management Team) and 8.1 per cent. of Talarius Shares 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 but no exercise of any
options over Talarius Shares).


Details of the irrevocable undertakings given to European Gaming to vote in
favour of the Scheme at the Court Meeting and the Special Resolution at the
Talarius EGM are as follows:

   • David Williams has irrevocably undertaken to vote (or procure the vote)
    in favour of the Scheme and the Special Resolution (or, in the event that
    the Acquisition is implemented by way of a takeover offer, to accept such
    offer) in respect of 312,500 Talarius Shares;

   • Robert Ware has irrevocably undertaken to vote in favour of the Scheme
    and the Special Resolution (or, in the event that the Acquisition is
    implemented by way of a takeover offer, to accept such offer) in respect of
    125,000 Talarius Shares;

   • Nicholas Harding has irrevocably undertaken to vote in favour of the
    Special Resolution in respect of 170,000 Talarius Shares;

   • Marwyn Ventures 1 LP has irrevocably undertaken to vote in favour of the
    Scheme and the Special Resolution (or, in the event that the Acquisition is
    implemented by way of a takeover offer, to accept such offer) in respect of
    406,250 Talarius Shares;

   • Killik & Co has irrevocably undertaken to vote (or procure the vote) in
    favour of the Scheme and the Special Resolution (or, in the event that the
    Acquisition is implemented by way of a takeover offer, to accept such offer)
    in respect of 2,662,122 Talarius Shares and to close out contracts for
    differences and acquire the Talarius Shares held as a hedge by the
    counterparties to such contracts for differences so as to be able to vote in
    favour of the Scheme and the Special Resolution (or accept such an offer) in
    respect of an additional 2,256,800 Talarius Shares;

   • Close Investments Limited has irrevocably undertaken to vote (or procure
    the vote) in favour of the Scheme and the Special Resolution (or, in the
    event that the Acquisition is implemented by way of a takeover offer, to
    accept such offer) in respect of 1,164,577 Talarius Shares (at the date of
    publication of the Scheme Document this was originally in respect of
    1,417,750 Talarius Shares but Close Investments Limited subsequently
    exercised its rights under its irrevocable undertaking to withdraw 253,173
    Talarius Shares from the provisions of its undertaking);

   • Cycladic Capital LLP has irrevocably undertaken to vote (or procure the
    vote) in favour of the Scheme and the Special Resolution (or, in the event
    that the Acquisition is implemented by way of a takeover offer, to accept
    such offer) in respect of 5,966,090 Talarius Shares and to close out
    contracts for differences and acquire the Talarius Shares held as a hedge by
    the counterparties to such contracts for differences so as to be able to
    vote in favour of the Scheme and the Special Resolution (or accept such an
    offer) in respect of an additional 883,910 Talarius Shares;

   • Unicorn Asset Management Limited has irrevocably undertaken to vote (or
    procure the vote) in favour of the Scheme and the Special Resolution (or, in
    the event that the Acquisition is implemented by way of a takeover offer, to
    accept such offer) in respect of 3,545,900 Talarius Shares;

   • Baronsmead VCT plc, Baronsmead VCT C plc, Baronsmead VCT 2 plc,
    Baronsmead VCT 2 C plc, Baronsmead VCT 3 plc and Baronsmead VCT 4 plc
    (together the "Baronsmead Entities") have irrevocably undertaken to vote (or
    procure the vote) in favour of the Scheme and the Special Resolution (or in
    the event that the Acquisition is implemented by way of a takeover offer, to
    accept such offer) in respect of 95,116, 154,884, 66,815, 183,185, 250,000
    and 250,010 Talarius Shares respectively;

   • Morley Fund Management Limited has irrevocably undertaken to vote (or
    procure the vote) in favour of the Scheme and the Special Resolution (or in
    the event that the Acquisition is implemented by way of a takeover offer, to
    accept such offer) in respect of 700,000 Talarius Shares;

   • Marwyn and Ogier Employee Benefit Trustee Limited (in its capacity as
    trustee of the Marwyn employee benefit trust) have agreed to exercise their
    rights under the Marwyn Warrants in full in respect of 512,596 Talarius
    Shares (in the case of Marwyn) and 1,324,629 Talarius Shares (in the case of
    Ogier Employee Benefit Trustee Limited) so as to be able to exercise the
    voting rights attaching to the Talarius Shares issued pursuant to the
    exercise of the Marwyn Warrants in favour of the Scheme and the Special
    Resolution and to vote in favour of the Scheme and the Special Resolution
    (or, in the event that the Acquisition is implemented by way of a takeover
    offer, to accept such offer) in respect of such Talarius Shares; and

   • Tattersall's has irrevocably undertaken (pursuant to the Investment
    Agreement) to procure that George Adams will vote, and George Adams has
    separately undertaken to vote, 4,599,999 Talarius Shares in favour of the
    Special Resolution.


In addition, if the Acquisition is implemented by way of a takeover offer,
Nicholas Harding has irrevocably undertaken to accept such offer in respect of
170,000 Talarius Shares and any Talarius Shares issued on the exercise of his
option over 99,999 Talarius Shares under the EMI Plan.


The undertakings from David Williams, Robert Ware, Nicholas Harding, Marwyn
Ventures 1 LP, Killik & Co, Close Investments Limited, Cycladic Capital LLP,
Marwyn and Ogier Employee Benefit Trustee Limited and Tattersall's were obtained
shortly prior to the announcement of the Original Proposals. The undertaking
from Unicorn Asset Management Limited was obtained on 22 November 2006. The
undertakings from the Baronsmead Entities and Morley Fund Management Limited and
the letter of intent from GAM International Management Limited were obtained
shortly prior to this Announcement.


The undertakings referred to above from David Williams, Robert Ware, Nicholas
Harding, Marwyn, Ogier Employee Benefit Trustee Limited will cease to be binding
only if the Scheme lapses or is withdrawn and within 18 days thereof European
Gaming has not made, or publicly announces that it will not make, an offer to
acquire Talarius at a cash price of not less than 270 pence per Talarius Share
(or, in the event that such a takeover offer is implemented, if such offer
lapses or is withdrawn).


The undertakings referred to above from Killik & Co, Close Investments Limited,
Unicorn Asset Management Limited and the Baronsmead Entities will cease to be
binding if: (i) the Scheme lapses or is withdrawn and within 18 days thereof
European Gaming has not made, or publicly announces that it will not make, an
offer to acquire Talarius at a cash price of not less than 270 pence (or, in the
case of the Baronsmead Entities, 280 pence) per Talarius Share (or, in the event
that such a takeover offer is implemented, if such offer lapses or is
withdrawn); or (ii) in the event that a recommended offer (or, in respect of the
undertaking from Close Investments Limited, any offer) is made for the entire
issued shared capital of Talarius by a third party and the value of such third
party offer (in the reasonable opinion of Numis in the case of the undertakings
from Killik & Co, Unicorn Asset Management Limited and the Baronsmead Entities)
exceeds 275 pence (or, in the case of the Baronsmead Entities, 308 pence) per
Talarius Share.


The undertaking referred to above from Morley Fund Management Limited will cease
to be binding if: (i) the Scheme lapses or is withdrawn and within 18 days
thereof European Gaming has not made an offer to acquire Talarius at a cash
price of not less than 280 pence per Talarius Share (or, in the event that such
a takeover offer is implemented, if such offer lapses or is withdrawn); or (ii)
a third party announces a firm intention to make an offer for Talarius under
which the value of the consideration offered is, in the reasonable opinion of
Morley Fund Management Limited, not less than 294 pence per Talarius Share; or
(iii) Morley Fund Management Limited is required to withdraw its undertaking by
any court or competent regulator; or (iv) there is a material change in the
information relating to the Revised Proposals upon which Morley Fund Management
Limited's decision to provide its undertaking is based and it deems it necessary
to revoke its undertaking as a result thereof. Under the terms of its
undertaking, Morley Fund Management Limited is also entitled to transfer
Talarius Shares which are subject to the undertaking to any replacement fund
manager or custodian nominated by its underlying clients in circumstances where
such clients have terminated their professional relationship in respect of the
relevant Talarius Shares (in which event its undertaking will cease to apply to
such shares).


Under the terms of the undertaking from Close Investments Limited it is entitled
to withdraw up to a further 300,000 Talarius Shares from the undertaking at any
time and for any reason. Under the terms of the undertaking with Killik & Co, it
is entitled to withdraw up to 300,000 Talarius Shares from the undertaking in
order to meet requests to do so from underlying beneficiaries of those Talarius
Shares.


The undertaking referred to above from Cycladic Capital LLP will lapse:


(i) automatically if European Gaming obtains an irrevocable commitment from, or
enters into any other contractual commitment with George Adams in connection
with the Revised Proposals which includes a commitment not to dispose of
Talarius Shares and which does not lapse if the Scheme lapses or is withdrawn
and within 18 days thereof European Gaming has not made, or publicly announces
that it will not make, an offer to acquire Talarius at a cash price of not less
than 270 pence per Talarius Share (or, in the event that such an offer is
implemented, such offer lapses or is withdrawn);

(ii) the Scheme lapses or is withdrawn and within 18 days thereof European
Gaming has not made, or publicly announces that it will not make, an offer to
acquire Talarius at a cash price of not less than 270 pence per Talarius Share
(or, in the event that such a takeover offer is implemented, if such offer
lapses or is withdrawn); or

(iii) in the event that an offer is made (or a firm intention to make such an
offer is announced) for the entire issued shared capital of Talarius by a third
party and the value of such third party offer (in the reasonable opinion of
Numis) exceeds 285 pence per Talarius Share (this was originally 275 pence per
Talarius Share but was amended shortly prior to this Announcement).


The undertaking from Cycladic Capital LLP is also conditional on the Talarius
Shares to which it relates not having been withdrawn from Cycladic Capital LLP's
discretionary management arrangements prior to the relevant obligations arising.


The undertaking from Cycladic originally provided that it would automatically
lapse if European Gaming obtained irrevocable commitments from Talarius
shareholders (other than the Talarius Directors, George Adams, Marwyn, Marwyn
Ventures 1 LP and Ogier Employee Benefit Trustee Limited) which did not contain
a provision providing that they would lapse if an offer were made by any third
party for all of the issued ordinary share capital of Talarius (other than any
such share capital acquired or agreed to be acquired by such third party at the
time of making such offer) and the value of such third party offer (in the
reasonable opinion of Numis) exceeded 275 pence per Talarius Share. This
provision has now been deleted pursuant to an amendment agreement entered into
with Cycladic shortly prior to this Announcement.


In addition to the irrevocable undertakings and letter of intent referred to
above, George Adams has undertaken not to dispose of its Talarius Shares other
than pursuant to the Scheme or the transfer of one Talarius Share to European
Gaming without the consent of European Gaming until the earliest to occur of:
(i) 22 May 2007; (ii) the eighteenth day after the Scheme is withdrawn or lapses
if on or prior to such date an offer by European Gaming to acquire the whole of
the issued and to be issued ordinary share capital of Talarius not already owned
or agreed to be acquired by European Gaming or its associates at a cash price
per share of not less than 270 pence is not made; (iii) in the event of such an
offer being made, on that offer being withdrawn or lapsing; and (iv) in the
event that, the Scheme lapses or is withdrawn, the public announcement by
European Gaming that it will not make such an offer as referred to above.


4. The Scheme


European Gaming is proposing to implement the increased offer by way of amending
the original Scheme. With the exception of the price, the Revised Proposals are
subject to the same terms and conditions which apply to the original Scheme as
contained in the Scheme Document. European Gaming reserves the right to elect to
implement the increased offer by way of a takeover offer. In such event, such
offer will be implemented on the same terms (subject to appropriate amendments,
including (without limitation) an acceptance condition set at 90 per cent. of
the shares to which such offer relates), so far as applicable, as those which
would apply to the Scheme.


Talarius is today posting a supplement to the Scheme Document (the "Circular")
containing, among other things, the details of the Revised Proposals to Talarius
Shareholders and, for information only, to participants in the Talarius Share
Option Schemes. A copy of the Circular will be available for inspection at:


Mayer, Brown, Rowe & Maw LLP
11 Pilgrim Street
London EC4V 6RW


The Court Meeting and the Talarius EGM to consider and, if thought fit, approve
the Scheme (as amended by the Revised Proposals) are still scheduled to be held
on 8 January 2007. Subject to approval at the Court Meeting and the Talarius EGM
and the sanction of the Court, the Acquisition is expected to complete on 1
February 2007.


Save in respect of the increase of the offer from 270 pence per Talarius Share
to 280 pence per Talarius Share, there have been no changes to the Scheme.


Panmure Gordon, broker and joint financial adviser to European Gaming, is
satisfied that sufficient resources are available to European Gaming to enable
it to satisfy in full the cash consideration payable to Talarius Shareholders
under the terms of the Revised Proposals.


5. Inducement Fee Agreement


Under the terms of the Inducement Fee Agreement dated 3 November 2006, as
described in paragraph 8 of Appendix V to the Scheme Document, the inducement
fee payable to Tattersall's and Macquarie in certain circumstances has increased
to £1.423 million as a result of the Revised Proposals. Other than the amount
payable, the Inducement Fee Agreement remains unchanged.


6. Disclosure of interests in Talarius


Save for the irrevocable undertakings referred to in paragraph 3 above and the
4,600,000 Talarius Shares owned by George Adams (a subsidiary of Tattersall's)
also referred to in paragraph 3 above, as at the date of this Announcement,
neither European Gaming, nor, so far as the Directors of European Gaming are
aware, any person acting in concert with it, nor any member of the Macquarie
Group nor the Tattersall's Group had any interest in or right to subscribe for
any relevant securities of Talarius nor are they party to any short positions
(whether conditional or absolute and whether in the money or otherwise) relating
to relevant securities of Talarius, including any short positions under
derivatives, agreements to sell or any delivery obligations or rights to require
another person to take delivery. Neither European Gaming, nor, so far as the
Directors of European Gaming are aware, any person acting in concert with it,
nor any member of the Macquarie Group or the Tattersall's Group, has borrowed or
lent any relevant securities of Talarius.


7. Responsibility


(a) The European Gaming Directors accept responsibility for all
information in this Announcement, other than the information for which
responsibility is taken pursuant to paragraph (b) below and information relating
to the Macquarie Group and the Tattersall's Group. To the best of the knowledge
and belief of the European Gaming Directors (who have taken all reasonable care
to ensure that such is the case), the information contained in this Announcement
for which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

(b) The Talarius Directors accept responsibility for all the
information contained in this Announcement relating to Talarius, the Talarius
Group, the opinions of Talarius and the Talarius Group, the Talarius Directors
and members of their immediate families, related trusts and their connected
persons. To the best of the knowledge and belief of the Talarius Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this Announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the import of such
information.

(c) David Clarke, Allan Moss, Mark Johnson and Laurence Cox,
being the executive directors of Macquarie, accept responsibility for all the
information in this Announcement other than the information for which
responsibility is taken pursuant to paragraph (b) above and information relating
to the Tattersall's Group. To the best of the knowledge and belief of such
persons (who have taken all reasonable care to ensure that such is the case),
the information contained in this Announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.

(d) Dick McIlwain, being the sole executive director of
Tattersall's, accepts responsibility for all the information in this
Announcement other than the information for which responsibility is taken
pursuant to paragraph (b) above and information relating to the Macquarie Group.
To the best of his knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this Announcement
for which he is responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.


Terms defined in the Scheme Document have the same meanings in this
Announcement.


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
the Revised 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 and the Revised 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 the Revised
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 and the Revised 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 the Revised 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 and the
Revised 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 Revised 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 Revised 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
          LFLQLBLFBB

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