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Talarius PLC (TLS)

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Monday 08 January, 2007

Talarius PLC

Scheme of Arrangement

Talarius PLC
08 January 2007


8 January 2007

For immediate release


           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

           Results of Court Meeting and Extraordinary General Meeting


The board of Talarius is pleased to announce that, at the Court Meeting and
Extraordinary General Meeting of Talarius Shareholders held earlier today,
Talarius Shareholders voted to approve, by the necessary majorities, the scheme
of arrangement under s425 Companies Act 1985 to implement the recommended
acquisition of Talarius by European Gaming (a joint venture company controlled
by Tattersall's and Macquarie). Details of the resolutions are set out in the
notices of the meetings contained in the Scheme document posted to Talarius
Shareholders on 1 December 2006 (the "Scheme Document").

At the Court Meeting 87.95 % of shareholders present and voting in person or by
proxy voted in favour of the Scheme representing 85.69 % of the votes cast in
value. At the EGM the resolution was passed on a show of hands and was supported
by 87.41 % of the proxy votes cast.

The implementation of the acquisition remains conditional upon the satisfaction
or waiver of the Conditions set out in the Scheme Document including the
sanction of the Scheme and the confirmation of the Capital Reduction by the
Court. It is anticipated that the Court hearing to sanction the Scheme will take
place on 29 January 2007 and the Court hearing to confirm the Capital Reduction
will take place on 31 January 2007 with the Scheme becoming effective on 1
February 2007 and cheques being despatched or settlement through CREST being
within 14 days of the Scheme becoming effective.

Terms defined but not used in this announcement shall (unless the context
otherwise requires) have the same meanings as set out in the Scheme Document and
the supplemental scheme document posted to Talarius Shareholders on 29 December
2006.


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        
adviser to European Gaming)                       Tel:   
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 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 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 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 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 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 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.


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

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