Acqn/Rights Issue, etc
Rodime PLC
11 August 2000
Rodime plc
Acquisition of Littlewoods Leisure, Rights Issue and
Subscription to raise £27.9 million and Change of Name to
Sportech plc
Highlights
On 27 June 2000 Rodime plc announced its proposed acquisition
of the gaming and betting division of the Littlewoods
Organisation plc. The consideration is £161.8 million payable
in cash.
The Board of Rodime today announces:
- A proposed 2 for 3 Rights Issue to raise approximately £17.0
million before expenses
- A proposed subscription by Newby Manor Limited, a company
owned by Trevor Hemmings, for new shares in Rodime plc to
raise approximately £11.8 million before expenses, which would
create a 28.4% shareholding for Newby Manor
- The proposed change of name from Rodime plc to Sportech plc
to reflect the new focus of the company
- New Rodime board created including appointment of Roger
Withers, currently executive chairman of Littlewoods Leisure,
as executive director of the enlarged company
- Extraordinary general meeting of the company to be held on
4th September 2000 to seek requisite shareholder approvals.
Irrevocable undertakings to vote in favour of the resolutions
relating to these proposals have been received from Bank of
Scotland and the directors of Rodime who hold shares in the
company
The suspension of dealings in the company's existing ordinary
shares to be lifted following publication of the prospectus.
Colin McGill, Chief Operating Officer of Rodime plc,
commented,
'Rodime has today announced plans which will fund its
acquisition of Littlewoods Leisure. Our new name Sportech
will reflect the Company's new focus. We believe that the
market for sports-related gaming is large and growing and that
the acquisition and its funding are in the best interests of
shareholders.'
For further information please contact:
David Ovens
Rodime plc
Tel: 0131 557 4114
or 0411 548 231
Todd Nugent
Noble Grossart
Tel: 0131 226 7011
Garry Frier
Charterhouse Securities Ltd
Tel: 020 7246 2109
Jonathon Brill
Bell Pottinger Financial
Tel: 020 7353 9203
RODIME plc ('RODIME' or 'COMPANY')
INTRODUCTION
On 27 June 2000, the board of Rodime plc ('Board') announced
that Rodime had agreed to acquire Littlewoods Leisure from The
Littlewoods Organisation ('TLO') ('Acquisition'). The
consideration is £161.8 million, payable in cash on
completion. Littlewoods Leisure is the UK's leading pools
promoter, whose operations include football pools, Spot the
Ball, telephone betting and internet gaming, lotteries and
lottery management. Pending publication of the prospectus
being sent to shareholders today, trading in the shares of
Rodime was suspended on 27 June 2000.
The Board today announces the proposed issue, by way of
rights, of 169,516,590 new ordinary shares of 5p each ('Rights
Issue Shares') in the capital of the Company ('Rights Issue')
and the proposed Subscription by Newby Manor Limited ('Newby
Manor') for 168,282,663 new ordinary shares of 5p each
('Subscription Shares') in the capital of the Company
('Subscription') which will together raise £27.9 million (net
of expenses).
This announcement sets out details of the proposed Acquisition
and the proposed financing of the Acquisition, including the
Rights Issue and the Subscription. Further details are
contained in the prospectus being sent to shareholders today
('Prospectus').
The Board considers the proposed Acquisition to be in the best
interests of shareholders as a whole. However, in view of the
size of the Acquisition relative to the size of Rodime, the
Listing Rules require the Acquisition to be approved by a
simple majority of the Rodime shareholders voting at an
extraordinary general meeting of the Company to be convened
for 11.00 am on 4 September 2000 and to be held at the
Roxburghe Hotel, Charlotte Square, Edinburgh ('Extraordinary
General Meeting'). Bank of Scotland and directors of Rodime
('Directors'), who between them own 52.9 per cent of the
existing issued ordinary share capital of Rodime, have
irrevocably undertaken to vote in favour of the Acquisition.
The Rights Issue and the Subscription require the approval of
a majority representing 75 per cent of the Rodime shareholders
voting at the Extraordinary General Meeting. The Board, which
has been advised by Noble Grossart Limited ('Noble Grossart')
and Charterhouse Securities Limited ('Charterhouse
Securities'), considers the Rights Issue and the Subscription
to be in the best interests of shareholders as a whole. In
providing this advice to the Directors, Noble Grossart and
Charterhouse Securities have taken account of the Directors'
commercial assessment of the Rights Issue and the
Subscription. Bank of Scotland and directors of Rodime, who
between them own 52.9 per cent of the existing issued ordinary
share capital of Rodime, have irrevocably undertaken to vote
in favour of the Rights Issue and the Subscription.
It is expected that the suspension of dealings in the
Company's existing ordinary shares will be lifted following
the publication of the Prospectus and that dealings in the
Rights Issue Shares and the Subscription Shares ('New Ordinary
Shares') will commence on 5 September 2000 (in the case of the
Rights Issue Shares, nil paid).
BACKGROUND TO AND REASONS FOR THE PROPOSALS
Following the settlement with Seagate Technology Inc. in
January 2000, the Company was, for the first time in many
years, in a financial position to develop its operations and
to consider acquisition opportunities. The initial focus of
this strategy lay in the new technologies of the internet and
the Board considered a number of opportunities before becoming
involved in negotiations for the Acquisition.
In June 2000, TLO was in exclusive negotiations for the sale
of Littlewoods Leisure with Hemway Limited, acting on behalf
of Newby Manor, both companies owned by Mr Trevor Hemmings.
The Board became aware of the proposed transaction and,
following discussions with Mr Hemmings, Mr Hemmings introduced
Rodime to TLO as the proposed purchaser of Littlewoods
Leisure. As part of this arrangement, it was proposed that
Newby Manor would subscribe for a significant shareholding in
Rodime.
The Littlewoods Acquisition represents an opportunity for
Rodime to acquire an established, profitable business with
high brand awareness and good cashflow, which also has the
potential to offer significant benefit from the appropriate
use of new technology. The Board intends to develop the
Littlewoods gaming and leisure business through the use of new
technologies and the development of further gaming concepts
with wider market appeal, delivered through new and more
convenient channels.
THE PROPOSALS
Each of the proposals being put to shareholders at the
Extraordinary General Meeting is summarised below. The Board
is asking shareholders to vote in favour of the resolutions
necessary to approve the Acquisition and to enable the Rights
Issue and the Subscription to proceed. The formal resolutions
will be set out in the notice of the Extraordinary General
Meeting contained in the Prospectus. The Rights Issue and the
Subscription will proceed only if a majority representing 75
per cent of those voting at the Extraordinary General Meeting
vote in favour of the special resolution increasing the
Company's share capital to enable the Rights Issue and the
Subscription to proceed and authorising the Directors to allot
the New Ordinary Shares.
Acquisition of Littlewoods Leisure
Under the terms of the agreement dated 27 June 2000 between
TLO and the Company (as amended by a variation agreement dated
3rd August 2000) ('Acquisition Agreement'), Rodime has agreed
to acquire Littlewoods Leisure from TLO. The total
consideration for the Acquisition is £161.8 million, which
will be paid in cash at Completion. The Acquisition is subject
to the passing of an ordinary resolution at the Extraordinary
General Meeting. Bank of Scotland and directors of Rodime, who
between them own approximately 52.9 per cent of the existing
issued ordinary share capital of Rodime, have irrevocably
undertaken to vote in favour of that resolution. Under the
agreement dated 27 June 2000, the consideration payable to TLO
for Littlewoods Leisure was £161 million, £9 million of which
was to have been satisfied by the issue of a loan note,
convertible into shares constituting up to 15 per cent of the
Company's enlarged ordinary share capital following completion
of the proposals. On 3 August 2000 TLO and the Company entered
into a variation agreement whereby TLO agreed to relinquish
its conversion rights and to extend the date by which the
conditions to the acquisition agreement are required to be
fulfilled, in exchange for which the Company agreed to
increase the consideration by £0.8 million and to pay the
whole of the consideration in cash on completion. The cash
consideration is subject to a pound for pound adjustment by
reference to completion accounts if the net liabilities of
Littlewoods Leisure at completion are greater or less than
£1.6 million.
Facilities of £165 million have been committed by Bank of
Scotland to fund the Acquisition in the first instance. If the
resolution to approve the Rights Issue and the Subscription is
passed, the net proceeds of approximately £27.9 million will
be applied in reducing the amount of the Company's
indebtedness under these facilities.
The Acquisition has been structured such that the Company has
agreed to acquire Littlewoods Promotions Limited ('Littlewoods
Promotions'), the principal business of Littlewoods Leisure.
TLO has granted Rodime a call option, and has been granted by
Rodime a put option, in respect of Littlewoods Leisure
Marketing Services Limited, Littlewoods Competitions Company
Limited and Littlewoods Lotteries Limited and their respective
subsidiaries ('Other Leisure Companies'). Rodime has
undertaken to Bank of Scotland that it will exercise its call
option. On the exercise by TLO or Rodime of either of the put
or call options, TLO will transfer the Other Leisure Companies
to Rodime. Completion of the acquisition of the Other Leisure
Companies is expected to take place the day after the
completion of the acquisition of Littlewoods Promotions.
Littlewoods Leisure will retain the right, at no cost, to use
'Littlewoods' as part of its branding for betting, gaming and
lottery products (but not in relation to casino premises) for
a period of 10 years from completion.
The Rights Issue
Rodime is proposing to raise £16,951,660 before expenses, by
way of a rights issue. The net proceeds of the Rights Issue
will be used to repay part of the bank borrowings used to fund
the Acquisition. The Rights Issue is of 169,516,590 New
Ordinary Shares at a price of 10 pence per Rights Issue Share
and is being made on the basis of 2 New Ordinary Shares for
every 3 existing ordinary shares held at the close of business
on 25 August 2000. Irrevocable undertakings to take up rights
have been received from Bank of Scotland and directors of
Rodime in respect of their entitlements to 43,992,260 Rights
Issue Shares, representing part of the Rights Issue Shares to
which the Directors will be entitled and approximately one
half of the Rights Issue Shares to which Bank of Scotland will
be entitled. In addition Bank of Scotland has irrevocably
undertaken to renounce its rights under the Rights Issue in
respect of 42,070,665 Rights Issue Shares (representing 24.8
per cent of the Rights Issue Shares) at nil premium. Noble
Grossart and Charterhouse Securities have agreed to use their
respective reasonable endeavours to procure subscribers at 10p
per share for these Rights Issue Shares, failing which they
will subscribe themselves for such shares. The balance of the
Rights Issue has been fully underwritten by Noble Grossart and
Charterhouse Securities.
Subject to approval of the relevant resolutions at the
Extraordinary General Meeting required for the Rights Issue,
provisional allotment letters will be dispatched to Ordinary
Shareholders (other than overseas shareholders in certain
jurisdictions) on 4 September 2000. The latest time and date
for splitting provisional allotment letters is 3.00pm on 21
September 2000 and the latest time and date for acceptance and
payment in full is 3.00pm on 25 September 2000. Dealings in
the Rights Issue Shares, nil paid, will commence on 5
September 2000 and in the Rights Issue Shares, fully paid,
will commence on 26 September 2000.
The Subscription
Following the discussions between Mr Hemmings and Rodime and
the introduction of the Acquisition to Rodime, it was agreed
that, subject to the approval of Ordinary Shareholders, Newby
Manor subscribe for 168,282,663 New Ordinary Shares
(representing 28.4 per cent of the enlarged share capital). In
recognition of the assistance of Mr Hemmings in enabling the
Company to reach agreement for the Acquisition, and the
benefit that the Company expects to derive from Newby Manor
becoming a substantial shareholder in the Company, the
Directors propose that the Subscription should be made at a
price of 7 pence per Subscription Share. This represents a
discount of 3 pence per share to the price at which the
Rights Issue Shares will be issued. The Subscription will
raise new capital of £11,779,786 (before expenses) and the net
proceeds will be used to repay part of the bank borrowings
used to fund the Acquisition.
Mr Hemmings and his family have substantial interests in a
number of leisure businesses, including Leisure Parcs Limited
(which owns the Blackpool Tower and the Winter Gardens in
Blackpool) and Arena Leisure Plc (which owns a number of UK
racecourses), as well as interests in Hilton Group plc and
Scottish & Newcastle plc.
The Subscription and the Rights Issue are subject to the
passing of a special resolution at the Extraordinary General
Meeting. If that resolution is not passed, the funding for the
Acquisition will be provided solely from the bank facilities.
In these circumstances, although sufficient funding will be
available to the Company, the Board will wish to discuss with
Bank of Scotland what steps should be taken to refinance the
Company's borrowings.
Management and employee incentive scheme
Subject to shareholder approval, the Board proposes the
adoption of a share option scheme to be known as the Sportech
Share Option Scheme (the 'Scheme'). A summary of the rules of
the Scheme is set out in the Prospectus. The rules of the
Scheme are designed to comply with the best practice
provisions annexed to the listing rules of the UK Listing
Authority and current guidelines of institutional
shareholders. The level of grant to any individual will be at
the discretion of the remuneration committee of the Board. The
total number of ordinary shares over which options will be
granted under the Scheme will not exceed 3 per cent of the
Company's issued ordinary share capital from time to time, or
such higher percentage (not exceeding 10 per cent) as may be
approved by shareholders at a future date.
Change of name and amendment of Memorandum of Association
To reflect the new focus of Rodime following the Acquisition
('Enlarged Group'), it is proposed that the Company change its
name to Sportech plc and alter the objects clause of its
Memorandum of Association to include objects more appropriate
to its proposed new role as a holding company. Appropriate
resolutions will be put to shareholders at the Extraordinary
General Meeting.
Amendment of Articles of Association
The Company will also propose to alter its Articles of
Association to restrict the power of the directors to refuse
to register transfers of shares which are not fully paid. This
alteration is required to reflect the provisions of the
Listing Rules as regards the transferability of listed
securities.
BACKGROUND INFORMATION ON LITTLEWOODS LEISURE
Littlewoods Leisure is the UK's leading pools promoter with a
market share of approximately 82 per cent according to returns
made to the Pools Promoters Association. Its operations also
include Spot the Ball, telephone betting and internet gaming,
lotteries and lottery management.
Pools
Littlewoods Leisure currently has approximately 1.3 million
pools customers. Winnings and expenses are paid out of a pool,
the size of which is limited by the level of stakes. Despite
the fact that revenues have been declining in recent years,
profits have remained relatively constant through active
management of the cost base and prize fund.
Some 75 per cent of sales are made through Littlewood
Leisure's collector network and some 70 per cent of collector
sales are made by door to door collectors. Littlewoods Leisure
currently has approximately 28,000 collectors. Littlewoods
Leisure uses a network of 29 concessions, which have the right
to distribute coupons to collectors in a defined concession
area. The concessionaires are the main intermediary between
Littlewoods Leisure and its collector network. The other main
sales channel is Pools Direct, where the customer chooses set
match numbers and pays by subscription for a fixed number of
weeks.
Spot the Ball
Spot the Ball (STB) is a paper-based competition and involves
players deciding the likely position of a football on a
photograph of a professional football match. The total weekly
prize fund is £110,000, with a top prize of £100,000.
Approximately 80 per cent of the STB turnover is generated by
the pools collector network, with the remaining 20 per cent
coming from postal entries.
Telephone betting
Littlewoods Leisure launched its telephone betting business,
Bet Direct, in October 1998. Bet Direct, like other telephone
betting operators, offers an alternative method of accessing a
large number of the products available in betting shops across
a wide range of sports. Bet Direct already has approximately
134,000 customers and currently has a weekly turnover of £1.2
million. There are two methods of placing a telephone bet:
- Credit account - the customer is allowed to bet up to a
pre-set credit limit.
- Debit card - the stake is transferred to the bookmaker as
the bet is made.
To date, Bet Direct has principally marketed debit card
betting and has only recently started to target credit account
customers.
Internet betting
Internet betting and gaming expenditure is expected to grow
rapidly as internet penetration increases and more of the
established gaming companies set up their internet operations.
Littlewoods Leisure's Bet 24 7 site began operations on 13
March 2000 offering a range of direct betting, pools and
lotteries. The total number of registrations as at 7 July
2000 was 11,044.
Littlewoods Leisure has signed a non-exclusive licence with
Telewest in relation to pools and lotteries to provide Bet 24
7 to all its digital subscribers, and has also signed heads of
agreement with BT Cellnet to provide direct WAP phone access.
Licensing arrangements are being considered with other digital
operators.
Lotteries
Littlewoods Leisure runs lottery operations using both
scratchcards and electronic instant lottery machines ('EILs').
It has a network of around 550 EIL machines, mainly situated
in social clubs. The private EIL machines are coin operated
and offer a selection of lottery games played on a touch
screen monitor.
Littlewoods Leisure manages a number of scratchcard lotteries
for several charities. It agrees each game with the charity,
designs, prints and distributes tickets, promotes the game and
administers the proceeds and prizes.
The charity receives a minimum of 20 per cent of the proceeds
of each game. Scratchcards are sold through a variety of
distribution channels including post offices, independent
retailers and information kiosks.
The PrizeBuster lottery is a game based on the results of the
Saturday National Lottery draw. PrizeBuster sales are made
through the door to door collector network, retailers and also
through the Bet 24 7 site.
REGULATORY BACKGROUND
Littlewoods Leisure has the following principal
authorisations.
- Registration as a pools promoter, which is in the name of
Littlewoods Promotions. This has effect unless and until it
is revoked by the registering authority (in this case,
Liverpool City Council). The relevant statute, The Betting,
Gaming and Lotteries Act 1963, contains various duties on a
pools promoter but, provided that these are complied with,
powers of revocation are very limited.
- A bookmaker's permit, which is also held by Littlewoods
Promotions. The current permit will expire on 31 May 2003.
The permit can be revoked or not renewed if the licensing
authority is not satisfied that the permit holder is a fit
and proper person or if it believes that the business
carried on under the permit is being managed by or carried
on for the benefit of a person who is not a fit and proper
person. The licensing authority will be informed of the
Acquisition but there is no formal approval procedure.
- A certificate to act as an external lottery manager, which
is held by Littlewoods Lotteries Limited. This certificate
is granted by the Gaming Board for Great Britain ('the
Gaming Board') and remains valid unless and until revoked by
the Gaming Board. The Gaming Board may revoke a certificate
if it appears to the Gaming Board that any person who is
managing the business carried on under the certificate, or
for whose benefit such business is carried on, is not a fit
and proper person. Contact has already been made by the
Company with the Gaming Board to ensure that the certificate
will be continued after Completion, and the requisite
personal declaration forms have been completed by those
Directors who have not previously submitted their details to
the Gaming Board.
- A certificate for the sale, supply and maintenance of gaming
machines, which is held by Littlewoods Promotions. This is
valid until 30 April 2005, but can be revoked or not renewed
if the Gaming Board is of the view that the person carrying
on the business under the certificate is not a fit and
proper person, or is carrying on that business on behalf of
or for the benefit of a person who is not a fit and proper
person. This certificate is not currently used in carrying
on the business of Littlewoods Leisure.
The Directors are confident that the transfer of ownership of
Littlewoods Leisure to the Company will not lead to any of the
above authorisations being revoked or not renewed.
The Government announced a wide ranging review of legislation
relating to gambling on 8 December 1999. It is currently
intended that the review body will report its findings in the
summer of 2001. It cannot be said with any certainty what
impact the review will have on the business of Littlewoods
Leisure, but the Directors believe that the review is likely
to lead to liberalisation of at least some of the relevant
legislation.
BOARD AND MANAGEMENT OF THE ENLARGED GROUP
Following completion of the proposals, the composition of the
Board will be as follows:
- Malcolm McIver (65), will remain as chairman of the Board.
Mr McIver has been a Director of the Company since 1984
and chairman since 1991. Until his retirement he was
senior partner in the Scottish legal firm Bird Semple. He
holds a number of other directorships and he is a former
chairman of the Royal Scottish Academy of Music and Drama
and Deputy Chairman of the Accounts Commission of
Scotland.
- Colin McGill (51), will become managing director. Mr
McGill joined the Company on 1 June 2000 as a member of
the Board and Chief Operating Officer. He had previously
held a number of senior positions within Bank of Scotland,
most recently as Divisional Chief Executive, Corporate
Banking, where he was responsible for merging and managing
the Bank's global corporate business activities. Mr McGill
also held senior management responsibility for the Bank of
Scotland's IT infrastructure and systems development
activity. Mr McGill will be responsible for the
integration of Littlewoods Leisure into the Enlarged
Group.
- David Mathewson (53), will become Finance and Development
Director. Mr Mathewson joined the Company as Finance
Director with effect from 6 July 2000 having previously
been a non-executive director of the Company. Mr Mathewson
is a chartered accountant and, after holding various
senior banking positions overseas he joined Noble
Grossart, merchant bankers, in 1986 and became a director
of Noble Grossart in 1989. He has extensive experience in
advising clients in corporate transactions. He is a
director of Edinburgh UK Tracker Trust plc and Martin
Currie High Income Trust plc.
- Roger Withers (58), will become an executive director. He
is currently executive chairman of Littlewoods Leisure and
has been with Littlewoods Leisure for one year having
previously held a variety of senior positions with Bass
PLC and Ladbrokes (now Hilton Group plc). His services to
the Company will be provided through a consultancy
agreement between the Company and Hemway Limited which
will be terminable by either party giving to the other not
less than six months' notice and the terms of which
provide for an annual fee of £132,000 plus VAT.
- Kathryn Revitt (35), will join the Board as a non-
executive director. Ms Revitt is a director of a number
of companies which are either owned by or in which Trevor
Hemmings or his family interests have a controlling
interest, including Leisure Parcs Limited and Cuerden
Leisure Limited, which owns Crown Leisure Limited, an
operator and distributor of gaming machines. Ms Revitt
was formerly a partner in Halliwell Landau, solicitors.
The letter of appointment of Ms Revitt as a non-executive
director provides for an annual fee of £15,000 and for her
to remain in office initially until the next Annual
General Meeting of the Company when she shall resign and
offer herself for re-election as a director.
In addition to the Board, the senior management of the
Enlarged Group will be as follows:
- Gary Speakman (38), has been finance director of
Littlewoods Leisure for 3 years, having previously worked
for TLO, Gallaher Ltd, Leyland DAF, Rover Group and Dowty
Group.
- Jeremy Collis (49), managing director of Littlewoods
Pools, has held that position for one year, having
previously been managing director of Littlewoods
Lotteries. Previously he held positions with TLO, Grand
Met, Kennecott Corp., Mobil Oil USA and Grant Thornton.
- Peter Cuffe (42), head of e-commerce, joined Littlewoods
Leisure in March 2000, having previously held senior
positions at Blue Marble and SCU Multimedia.
- Steve Taylor (38), managing director of Bet Direct, has
been with Littlewoods Leisure for 3 years, having
previously worked for TLO, Binder Hamlyn Consulting, GEC
Distribution, Gradus Group and Arthur Andersen.
- Angela Moran (45), head of human resources at Littlewoods
Leisure, has been with Littlewoods Leisure for 24 years.
- Richard Boardley (45), head of electronic lotteries,
joined Littlewoods Leisure in 1999 from Punch Taverns,
where he had spent 18 months as commercial director.
- David Ovens (27), joined Rodime as manager of business
development on 27 June 2000. Between 1994 and 1996, David
worked for Samuel Montagu & Co in London, before joining
Noble Grossart in 1996. David has been involved in a wide
variety of corporate finance transactions and is fluent in
French and German.
Following completion, the vast majority of Rodime's business
will be based initially in the UK. For this reason, both Peter
Bailey and James Teter believe that it is not appropriate for
them to remain on the Board of the Company and will resign
from the Board on completion in order to become managing
director and non-executive director, respectively, of a new
technology subsidiary of Rodime. Both will continue to provide
consultancy services to other parts of the Enlarged Group.
It is the intention of the Board to appoint an additional
independent non-executive director in due course.
Creation of new subsidiary
It is proposed that the rights relating to disk drive
technology belonging to Rodime will be hived down into a new
subsidiary company which will be called Rodime Technologies
Limited.
The new technology subsidiary will be financed from existing
Rodime group resources and will undertake an infringement
analysis of the Company's patent portfolio. The Directors do
not currently envisage that this business will require any
significant new funding.
FINANCIAL INFORMATION
A summary of key information on Littlewoods Leisure is set out
below.
Year Year Year
ended ended ended
30 April 30 April 30 April
1998 1999 2000
£m £m £m
Turnover 311.2 235.2 210.7
Operating profit 19.9 19.7 21.0
As at 30 April 2000 Littlewoods Leisure had net liabilities of
approximately £1.5 million.
The audited interim results of the Rodime group for the six
months ended 31 March 2000 were announced on 31 May 2000. As
a result of the Seagate settlement, turnover was $45 million
(1999 - nil ) and profit before taxation was $49.4 million
(1999 - loss of $0.6 million ). At 31 March 2000 the net
assets of the Rodime group were $9.0 million.
It is the intention of the Board to change the accounting
reference dates of the Company and Littlewoods Leisure to 31
December with effect from 31 December 2000 and to report the
Company's results in the future in pounds sterling.
CURRENT TRADING AND PROSPECTS FOR THE ENLARGED GROUP
In the period since 31 March 2000, the Company has continued
to review the licensing and royalty potential of its patent
portfolio and has not received any further revenues. In
addition the Company has been seeking investment or
acquisition opportunities. During this period the Company has
continued to incur ongoing administrative expenses.
Trading profitability at Littlewoods Leisure has remained
reasonably constant since 30 April 2000, save in relation to
Bet Direct whose margins were adversely affected by the
results in the Euro 2000 football tournament, particularly the
England-Germany match, and at Royal Ascot. The Directors
believe that the market for sports-related gaming is large and
growing, and with the increased focus that Rodime can provide
to Littlewoods Leisure, the Directors are confident of the
long term prospects for the Enlarged Group.
SIGNIFICANT SHAREHOLDERS
Bank of Scotland currently holds 49.6 per cent of the issued
ordinary share capital of the Company. On implementation of
the proposals the Bank's shareholding will hold approximately
28.4 per cent of the Company's enlarged share capital.
As a result of the Subscription, Newby Manor will hold
approximately 28.4 per cent of the enlarged share capital of
the Company.
DIVIDEND POLICY
The Company is currently unable to pay dividends as it has a
deficit in its distributable reserves. It is the intention of
the Directors to consider in due course whether a reduction of
capital would be appropriate in order to give the Company the
ability to declare dividends.
EXTRAORDINARY GENERAL MEETING
A notice will be sent to shareholders today convening an
extraordinary general meeting of the Company to be held at
11.00 am on 4 September 2000 at which resolutions will be
proposed to:
1. approve the terms of the Acquisition;
2. approve the terms of the new incentive scheme described in
the Prospectus;
3. conditional on the passing of resolution 1 above, increase
the authorised share capital of the Company to
£40,102,889.75 by the creation of 462,057,795 new
Ordinary Shares (an increase of 136 per cent) and give the
Directors authority to allot shares and to disapply
shareholders' statutory pre-emption rights under section
89 of the Act in relation, inter alia, to the Subscription
and the Rights Issue;
4. approve the change of name of the Company to Sportech plc;
5. approve the alteration of the objects clause of the
Company's Memorandum of Association; and
6. approve the alteration of the Company's Articles of
Association as described above.
FURTHER INFORMATION
Further information on the Acquisition, Rights Issue and
Subscription are set out in the prospectus to be sent today to
the shareholders of Rodime.
For further information please contact:
David Ovens
Rodime plc
Tel: 0131 557 4114
or 0411 548 231
Todd Nugent
Noble Grossart
Tel: 0131 226 7011
Garry Frier
Charterhouse Securities Ltd
Tel: 020 7246 2109
Jonathon Brill
Bell Pottinger Financial
Tel: 020 7353 9203