|
NewsFlash
This website maintained by
|
CoinopTODAY.com
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:
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
Terms defined in the Scheme Document have the same meanings in this Announcement.
Enquiries:
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. 29 December 2006 |
|
||||||||||||||||||||||||||||||||||||||||||||||
First Look
