Sirius Pet Regulatory News (SRSP)

29 Mar 2005 07:42

Corvus Capital Inc29 March 2005 29 March 2005Corvus Capital Inc.("Corvus" or the "Company") The following announcement is being made by Global Gaming Technologies plc, acompany in which Corvus currently has a 35.82 per cent. interest: "Global Gaming Technologies PLC Proposed acquisition of Event Data Correlation Limited Tuesday 29 March 2005 Trading in the shares of Global Gaming Technologies PLC ("Company" or "GGT") wassuspended on 2 March 2005 upon the Company announcing that it was in talks thatmight lead to a significant transaction. Today the Company announces that ithas entered into conditional agreements to acquire the entire issued sharecapital of Event Data Correlation Limited ("EDC") for consideration of134,166,667 new ordinary shares in GGT, equating to £15.093 million based on theclosing middle market price of a GGT share of 11.25p on 2 March 2005, the dateof the suspension. On completion the sellers of EDC will hold sharesrepresenting 72.16 per cent of GGT's enlarged issued share capital. For GGT, the acquisition of EDC will be a reverse takeover requiring the consentof GGT's shareholders in general meeting. EDC has developed software to exploit the fast-growing, global online bettingmarket. EDC's proprietary aggregation and correlation software identifies andexploits trading opportunities from the vast amounts of online sports bettingdata and capitalises upon the opportunities offered within this market. Thetechnology monitors real-time, event-based data to identify price discrepancies,trading is then undertaken using the software. To date, EDC's trading has beenon a trial and development basis. EDC anticipates commencing trading in thefinal quarter of 2005. EDC has not yet been required to produce audited accounts. As at 31 December2004 EDC had incurred expenditure of £681,000 principally in respect of thedevelopment and testing of its software and employee costs. As at 31 December2004 the net assets of EDC were £15,000 and in the period 3 September 2003 to 31December 2004 EDC made a loss of £681,000. The acquisition of EDC is conditional on, among others: • the despatch of a circular to the Company's shareholders, as required by the AIM rules, convening an extraordinary general meeting of the Company (" EGM"); • the approval of the acquisition of EDC by the Company's shareholders at the EGM; • the grant by the Panel on Takeovers and Mergers of a waiver of rule 9 of the City Code that would otherwise require the sellers of EDC and persons acting in concert with them to make a general offer to shareholders of GGT and subsequently the approval of that waiver by independent GGT shareholders on a poll at the EGM; • GGT raising a further £250,000, before expenses, by the placing of new ordinary shares in addition to raising £665,000 by the enforcing of commitments to subscribe for new GGT shares from those placees who subscribed for GGT shares on its original admission to AIM; • there being no material breach of warranty or breach of the acquisition agreement with the principal sellers of EDC prior to admission; and • admission to the AIM market of the entire issued share capital of GGT as enlarged by the acquisition of EDC. It is anticipated that the Company's circular to shareholders will be despatchedbefore 30 April 2005. At the EGM resolutions will be proposed to appoint Ron Trenter as non-executivechairman of the Company, Paul Pullinger as chief executive officer, DominicJohnson as an executive director and Chris Cleverly as a non-executive director. The Company's existing directors, Graham Porter and John Leat, will remain asdirectors but in a non-executive capacity. Details of the proposed directors'service agreements will be contained in the Company's circular. Contemporaneous with exchanging contracts to acquire EDC, GGT has made a loan of£120,000 to EDC for general working capital purposes. The loan is repayablewith interest on 30 June 2005 if the acquisition of EDC does not complete and,at the option of EDC, is convertible into ordinary shares in EDC." Assuming completion of the proposed acquisition by GGT, Corvus will be interested in 8.07 per cent. of the issued share capital of GGT as enlarged by the issue of new ordinary shares. At the closing middle market price of 11.25 pence per GGT share on 2 March 2005,Corvus' investment in GGT is valued at £1.6875 million. Enquiries: James HarrisStrand Partners LimitedTel: 020 7409 3494 John BickHolbornTel: 020 7929 5599 ends This information is provided by RNS The company news service from the London Stock Exchange