Delisting from Official List & Admission to AIM

RNS Number : 8023A

Sportech PLC

04 June 2021

 

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018

FOR IMMEDIATE RELEASE

4 June 2021

SPORTECH PLC

('Sportech', the 'Group' or the 'Company')

Proposed delisting from the Official List and admission to AIM

Sportech, an international betting technology business, today announces that the Board is proposing to cancel the listing of the Company's ordinary shares of 20 pence each (the "Ordinary Shares") from the premium segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to trading on the Main Market of London Stock Exchange plc (the "Delisting") and to apply for the admission of the Ordinary Shares to trading on AIM (the "AIM Admission").

The Directors believe that AIM is a market and environment which is more suited to the Company's current size and strategy and AIM will offer greater flexibility with regard to corporate transactions and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List.

Under the Listing Rules, the Delisting requires the Company to obtain the prior approval of not less than 75 per cent. of Shareholders who vote in person or by proxy at a general meeting. The Company is therefore convening a general meeting, to be held at the offices of Dickson Minto W.S., 16 Charlotte Square, Edinburgh EH2 4DF on 29 June 2021 at 10:05am to seek such approval.

A circular containing details of the proposed Delisting and AIM Admission together with a notice convening a general meeting of shareholders (the "Circular") is expected to be posted to Shareholders later today and will shortly be available on the Company's website at www.sportechplc.com. Unless otherwise stated, capitalised terms in this announcement have the same meaning as in the Circular.

- Ends -

Contacts:
Sportech PLC Richard McGuire, Chief Executive Officer Tom Hearne, Chief Financial Officer	Tel: [phone]
Peel Hunt - Corporate Broker George Sellar Andrew Clark Will Bell	Tel: [phone]
Buchanan - Financial PR adviser to Sportech Henry Harrison-Topham Mark Court Jamie Hooper	Tel: [phone] [e-mail]

Notes to Editors:

About Sportech

Sportech PLC, an international betting technology business, delivers solutions and services in highly regulated markets worldwide for some of the world's best-known gaming companies, sports teams, racetracks, casinos and lottery clients as well as owning and operating its own gaming venues in Connecticut under exclusive licences.

Expected timetable of principal events

Announcement and publication of the Circular	4 June 2021
Latest time and date for receipt of proxy appointments (whether online, via a CREST Proxy Instruction or by a hard copy form of proxy) in respect of the General Meeting	10.05 a.m. on 25 June 2021
Record time and date for entitlement to vote at the General Meeting	6.00 p.m. on 25 June 2021
General Meeting	10.051 a.m. on 29 June 2021
Publication of Schedule One announcement	30 June 2021
Cancellation of the listing of the Ordinary Shares from the Official List becomes effective	28 July 2021
Admission of, and commencement of dealings in, the Ordinary Shares on AIM	28 July 2021

¹ Or such later time as is immediately following the conclusion of the Company's annual general meeting convened for the same date at 10.00 a.m.

Notes:

All of the above times, and other time references in this announcement, are London time. The dates and times given in this document are based on the Company's current expectation and may be subject to change. Any changes to the timetable set out above will be announced via a Regulatory Information Service.

The ISIN code for the Ordinary Shares will remain GB00B28ZPV64.

Background to and reasons for the Delisting and AIM Admission

Following completion of the sale of the Bump 50:50 Business as announced on 1 February 2021 and the proposed sale of the Global Tote Business as approved by Shareholders on 24 December 2020 (together, the "Disposals"), the Group's business will comprise of:

-  Venues: The Venues Business operates legal pari-mutuel betting on horseracing, greyhound racing and Jai alai under an in perpetuity licence in the State of Connecticut, USA. It offers omni-channel betting entertainment through 11 physical retail locations and an online platform, www.mywinners.com, and holds the right to expand to up to 24 physical locations. The business also includes a separate US retail "B2C" platform and provides venue management services to a range of clients.

-  Lottery: The Lottery Business provides draw-based lottery platforms and services. In 2019, the Group acquired Lot.to systems, an iLottery, CRM, and games management platform, to complement the Group's successful draw-based games.

Following the Disposals, the Directors have considered carefully whether the continued admission of its Ordinary Shares to listing on the premium segment of the Official List and to trading of its Ordinary Shares on the Main Market is in the best interests of Shareholders. The Directors consider that AIM is a more appropriate market for companies with a market capitalisation of less than £100 million, such as the Company, for the following reasons.

-  AIM is expected to offer greater flexibility with regard to corporate transactions and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List. Should such opportunities or initiatives arise or become relevant to the Group, they could entail significant additional complexity and larger transaction costs if the Company were to remain on the Official List.

-  AIM, which is operated and regulated by the London Stock Exchange, has an established reputation with investors and analysts and is an internationally recognised market. For smaller companies, such as the Company, AIM provides a more flexible regulatory regime, suitable market and environment that is expected to simplify the ongoing administrative and regulatory requirements of the Company.

-  Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the move to AIM, individuals who hold Ordinary Shares may, after two years, be eligible for relief from inheritance tax under the business property relief provisions. The Board believes that this potential relief may be attractive for individuals who are Shareholders. Shareholders and prospective investors should however consult their own professional advisers on whether an investment in an AIM security (as defined in the AIM Rules) is suitable for them, or whether the inheritance tax benefit referred to above is available to them.

-  The Directors expect that the Company would to a greater extent appeal to specialist institutional investors following a move to AIM (such as funds investing in AIM companies that qualify for IHT Business Property Relief) and, in light of the possible tax benefits mentioned above, the Directors hope that being admitted to AIM will make the Company's Ordinary Shares more attractive to certain retail investors.

-  As neither Stamp Duty Reserve Tax ("SDRT") nor stamp duty is payable on the transfer of shares that are traded on AIM and not listed on any other market, this may help increase liquidity in the trading of the Ordinary Shares.

Based on the factors set out above, the Directors believe a move to AIM is in the best interests of the Company and its Shareholders as a whole.

Background to and reasons for the Delisting and AIM Admission

The Board is reviewing its options regarding the specific application of the net cash proceeds arising from the previously announced sale of a freehold property and the Disposals which are expected to be, in aggregate, approximately £36.1 million. It is the Board's current intention to return the majority of proceeds to the Company's Shareholders when the Board considers it opportune to do so. The timing and extent of such a return of proceeds will take into account the Board's view of the Group's organic and inorganic investment opportunities as well as its general ongoing capital requirements in light of plausible trading scenarios. The Board is also evaluating further investment opportunities in the Group's business and potential investments in carefully selected growth opportunities which are aligned with the Group's strategy. The Board will consult with major Shareholders as to the appropriate combination of the use of the net cash proceeds of the Disposals.

Details of the Delisting and AIM Admission

Conditional on the Resolution having been approved by Shareholders at the General Meeting, the Company will apply to cancel the listing of the Ordinary Shares on the Official List and their admission to trading on the Main Market and give 20 Business Days' notice to the London Stock Exchange of its intention to seek AIM Admission under AIM's streamlined admission process for companies that have had their securities traded on the Official List (known as the "AIM Designated Market" route).

As the Ordinary Shares have been listed on the premium segment of the Official List for more than 18 months, the Company is not required to publish an admission document in connection with AIM Admission. However, the Company will, subject to the passing of the Resolution at the General Meeting, publish an announcement which complies with the requirements of Schedule One to the AIM Rules comprising information required to be disclosed by companies transferring their securities from the Official List to AIM via the AIM Designated Market route.

It is currently anticipated that, subject to the passing of the Resolution:

-  the last day of dealing in the Ordinary Shares on the Main Market will be 27 July 2021;

-  cancellation of the listing of Ordinary Shares on the Official List will take effect at 8:00 a.m. on 28 July 2021, being not less than 20 Business Days from the date of the General Meeting; and

-  AIM Admission will take place, and trading in the Ordinary Shares will commence on AIM, at 8:00 a.m. on 28 July 2021.

Consequences of Admission to AIM

Following AIM Admission, the Group will be subject to the AIM Rules. Shareholders should note that the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies whose shares are listed on the premium segment of the Official List.

While there are a number of similarities between the obligations of a company whose shares are traded on AIM and those companies whose shares are listed on the premium segment of the Official List, there are some exceptions, including:

1.  Under the AIM Rules, prior shareholder approval is required only for:

1.1  Reverse takeovers, being an acquisition or acquisitions in a twelve-month period which would (i) exceed 100 per cent. in various class tests, such as the ratio of the transaction consideration to the market capitalisation of the AIM company; or (ii) result in a fundamental change in the Company's business, board or voting control; and

1.2  Disposals which, when aggregated with any other disposals over the previous twelve months, would result in a fundamental change in the Company's business (being disposals that exceed 75 per cent. in various class tests, such as the ratio of the transaction consideration to the market capitalisation of the AIM company).

2.  However, under the Listing Rules, for companies listed on the premium segment of the Official List, a more extensive range of transactions, including certain related party transactions, are conditional on shareholder approval and require the publication of a detailed circular.

3.  The regime in relation to dealing in own securities and treasury shares is less onerous under the AIM Rules which, although they contain restrictions on the timing of dealings and notification requirements, do not include requirements as to price, shareholder approval or tender offers.

4.  There are no prescribed content requirements for shareholder circulars or a requirement for such circulars to be approved by the FCA under the AIM Rules.

5.  There is no requirement under the AIM Rules for a prospectus or an admission document to be published for further issues of securities to institutional investors on AIM, except when seeking admission for a new class of securities or as otherwise required by law.

6.  Unlike the Listing Rules, the AIM Rules do not specify any required structures or discount limits in relation to further issues of securities.

7.  Compliance with the UK Corporate Governance Code is not mandatory for companies whose shares are admitted to trading to AIM. If AIM Admission occurs, the Group will, however, continue to comply with the UK Corporate Governance Code.

8.  Institutional investor guidelines (such as those issued by the Investment Association, the Pensions and Lifetime Savings Association and the Pre-Emption Group), which provide guidance on issues such as executive compensation and share-based remuneration, corporate governance, share capital management and the issue and allotment of shares on a pre-emptive or non-pre-emptive basis, do not directly apply to companies whose shares are admitted to trading on AIM.

9.  The AIM Rules require that AIM companies retain a nominated adviser and broker at all times, but they are not required to have a sponsor for the purposes of certain corporate transactions, as is required on the premium segment of the Official List. The nominated adviser has ongoing responsibilities to both the Company and the London Stock Exchange. Peel Hunt has agreed to act as nominated adviser and broker to the Company following AIM Admission.

10.  Where the Company has a controlling shareholder (as defined in the Listing Rules) it will no longer be required to enter into a relationship agreement with that controlling shareholder or to comply with the independence provisions required by the Listing Rules.

11.  Whilst a company's appropriateness for AIM is, in part, dependent on it having sufficient free float in order that there is a properly functioning market in the shares, there is no specified requirement for a minimum number of shares in an AIM company to be held in public hands. A company listed on the Official List has to maintain a minimum of 25 per cent. of its issued ordinary share capital in public hands.

12.  The Disclosure Guidance and Transparency Rules (other than Chapter 5, in respect of significant shareholder notifications), the Listing Rules and certain of the Prospectus Regulation Rules will no longer apply to the Company following AIM Admission. This is because AIM is not a regulated market for the purposes of the EU's securities directives.

13.  Companies with a listing on the premium segment of the Official List may only cancel their listing with the approval of 75 per cent. of the voted shares and, if the company has a controlling shareholder, must also secure the approval of a majority of the voting independent shareholders (other than in certain limited circumstances). Under the AIM Rules, an AIM company only requires 75 per cent. shareholder approval to cancel admission of its securities to AIM and, in certain limited circumstances, the London Stock Exchange may agree that shareholder consent is not required.

14.  Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the Delisting and AIM Admission, individuals who hold Ordinary Shares may, in certain circumstances, be eligible for certain tax benefits that only apply in relation to unlisted shares. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether such a tax benefit maybe available to them.

15.  The Delisting may have implications for Shareholders holding shares through a Self-Invested Personal Pension Plan (SIPP). For example, shares in unlisted companies may not qualify for certain SIPPs under the terms of that SIPP. Shareholders holding shares through a SIPP should therefore consult with their SIPP provider immediately.

16.  The requirement under section 439A of the Companies Act to submit a remuneration policy for a binding vote by shareholders is only applicable to quoted companies listed on the Main Market. A company whose shares are traded on AIM is not subject to the same obligation to submit its remuneration policy to a binding vote of shareholders.

The Code will continue to apply to the Company following AIM Admission.

Following AIM Admission, Ordinary Shares that immediately prior to the Delisting were held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new certificates will be issued in respect of such shares following AIM Admission. The Board does not envisage that there will be any significant alteration to the standards of reporting and governance which the Group currently maintains. The Group will maintain its Audit and Remuneration Committees which will be subject to the same terms and conditions.

Shareholders should note that AIM listed issuers are not eligible for FTSE indexation (with the exception of the FTSE AIM Indexes).

General Meeting

A notice convening the General Meeting, to be held subject to the provisions set out in the Circular, at the offices of Dickson Minto W.S., 16 Charlotte Square, Edinburgh EH2 4DF on 29 June 2021 is set out at the end of the Circular.

The General Meeting is being held for the purposes of considering and, if thought fit, passing the Resolution. The Resolution proposes that the Delisting and AIM Admission be approved and that the Directors be authorised to implement the Delisting and AIM Admission. The Resolution will be proposed as a special resolution.

Recommendation

The Directors consider the Delisting and AIM Admission to be in the best interests of Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

Richard McGuire and Thomas Hearne (being the Directors who hold Ordinary Shares) intend to vote at the General Meeting in favour of the Resolution in respect of the Ordinary Shares to which they are beneficially entitled (representing approximately 0.59 per cent. of the total issued Ordinary Shares as at 3 June 2021 (being the latest practicable date prior to the publication of the Circular)).

Notice to Shareholders

The distribution of this announcement into a jurisdiction other than the United Kingdom may be restricted by law and, accordingly, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of the jurisdiction concerned.

This announcement does not constitute an offer or invitation to the public to subscribe for or purchase securities but is being issued for the purposes of the Shareholders approving the Resolution.

Forward-looking statements

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company.

These forward-looking statements, and other statements contained in this announcement regarding matters that are not historical facts, involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company and its subsidiaries. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or by law (as applicable).

General

Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the FCA in the United Kingdom, and is acting exclusively for the Company and no-one else in connection with the matters set out in this announcement. Peel Hunt will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Peel Hunt nor any of its affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, in whatever form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

 

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