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Results of Court Meeting and Extraordinary General Meeting
Talarius Shareholders voted to approve
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
37409094.3
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
37409094.3 2
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.
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