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

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