Commencement of Formal Sale Process

RNS Number : 0963U

Sportech PLC

19 October 2017

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Sportech PLC

("Sportech" or the "Company")

Continuation of the strategic review and commencement of a formal sale process under the Takeover Code

19 October 2017

On 18 September 2017, Sportech announced a comprehensive review of the business and its capital structure, with all options to optimise value for the benefit of shareholders under consideration (the "Strategic Review").

Having completed the initial stages of the Strategic Review, the Board of Sportech has decided to seek offers for the Company, and has appointed Canaccord Genuity Limited ("Canaccord Genuity") as its financial adviser for this process.  The Company will continue to consider all options to maximise value for shareholders as part of its Strategic Review of the business and the capital structure.

The Takeover Panel has agreed that any discussions with third parties may be conducted within the context of a "formal sale process" (as referred to in the City Code on Takeovers and Mergers (the "Takeover Code")) Accordingly, it has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements listed below will apply.

Parties with an interest in making a proposal should contact Canaccord Genuity through the contact details set out at the end of this announcement. Following the Strategic Review announcement on 18 September, several parties have contacted the Company to enquire regarding the Company's plans, four of which have made preliminary approaches to acquire the Company. Although, the Company has acknowledged these enquiries it has not engaged in detailed discussions with those parties to date.   

It is currently expected that any party interested in participating in the formal sale process will, at the appropriate time, enter into a non-disclosure agreement and standstill arrangement with Sportech on terms satisfactory to the Board of Sportech and on the same terms, in all material respects, as other interested parties. The Company then intends to provide such interested parties with certain information on the business, following which interested parties shall be invited to submit their proposals to Canaccord Genuity.

The Company expects to provide a further update on the Strategic Review along with its trading update on 9 November 2017. Further announcements regarding timetable for the formal sale process will be made when appropriate.

There can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.

The Board of Sportech reserves the right to alter or terminate the process at any time and, in such cases, will make an announcement as appropriate. The Board of Sportech also reserves the right to reject any approach or terminate discussions with any interested party at any time.

Richard McGuire, non-executive Chairman of Sportech, commented: "We announced last month a comprehensive strategic review to assess options to enhance shareholder value. Further to this investigation, we have today launched this formal sales process.  Whilst we note there is no certainty that an offer, or suitable offer, will be forthcoming, our confidence in our businesses, in our growth opportunities and in our dedicated professional colleagues means that a potential sale is only one of the strategic options open to the Company."

Rule 2.9 disclosures:

In accordance with Rule 2.9 of the Takeover Code, Sportech PLC confirms that as at close of business on 18 October 2017 (being the last Business Day prior to the date of this Announcement), it has in issue 185,614,244 ordinary shares with voting rights of 50p each (excluding treasury shares). The International Securities Identification Number (ISIN) of the Sportech shares is GB00B28ZPV64.

Disclosure requirements of the Code:

Under Rule 8.3(a) of the 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 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 pm (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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

A copy of this announcement is also available on Sportech's website at www.sportechplc.com.

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement this inside information is now considered to be in the public domain.

The person responsible for this announcement on behalf of Sportech is Richard McGuire, Chairman of the board of Directors of Sportech.

About Sportech

Sportech PLC provides and operates technology solutions for some of the world's best-known gaming companies, sports teams, horse and greyhound racetracks, as well as owning and operating its own gaming venues in Connecticut, USA and the Netherlands under exclusive licences.

The Company is the leading global pari-mutuel betting technology company focusing on highly regulated markets worldwide. It has more than 27,000 betting terminals deployed to 400 clients across 37 countries including those in the USA, where it operates under 26 licenses across 37 States and processes approximately $11 billion of bets annually. The Company has invested over $50 million in developing its technology services to clients and the successful expansion of its leading US gaming Venues in the last five years, resulting in its proprietary QuantumTM product being the most widely deployed pari-mutuel betting system globally.

Sportech is an international company, listed on the London Stock Exchange.

Contacts:

Sportech Plc	Tel: [phone]
Richard McGuire, Non-Executive Chairman Richard Cooper,  Non-Executive Director
Canaccord Genuity Limited (Financial adviser to Sportech)
Chris Robinson	Tel: [phone]
Miles Cox
Mike Kogan	Tel: [phone]
Peel Hunt	Tel: [phone]
(Corporate broker to Sportech) Dan Webster George Sellar
Buchanan	Tel: [phone]
(Financial PR adviser to Sportech) Henry Harrison-Topham Mark Court Jamie Hooper	[e-mail]

 

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