Probability : Completion Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

2 May 2014

Recommended cash acquisition

of

Probability plc

by

GTECH UK Interactive Limited                                                                                                                                       (a wholly owned subsidiary of GTECH S.p.A)

(to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme")

Completion of Acquisition

Probability is pleased to announce that the Court Orders relating to the Scheme and the associated Capital Reduction have been registered by the Registrar of Companies and, accordingly, the Scheme has become effective in accordance with its terms and the Acquisition is complete.

The despatch of cheques and the crediting of CREST accounts for the Cash Consideration due under the Scheme will take place no later than 16 May 2014.

GENERAL

Capitalised terms used in this announcement, but not defined, have the same meaning as in the Scheme Document.

Global Leisure Partners LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Probability and no one else in connection with the Acquisition and this document and will not be responsible to anyone other than Probability for providing the protections afforded to clients of Global Leisure Partners LLP nor for providing advice in connection with the Acquisition or any matter referred to herein.

Numis Securities Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Probability and for no-one else in connection with the Acquisition and this document and will not regard any other person as its client in relation to the matters in this document and will not be responsible to anyone other than Probability for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in connection with the Acquisition or any matter referred to herein.

A copy of this announcement will be available, subject to certain restrictions in relation to persons in certain overseas jurisdictions, on Probability's website at http://www.probability.co.uk.

For further information:

This announcement has been prepared for the purposes 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 release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Publication on website

A copy of this announcement will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://www.probability.co.uk by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Probability's website (or any other website) is incorporated into, or forms part of, this announcement.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the 'Disclosure Table' on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.