Director/PDMR Shareholding

RNS Number : 0738U

Sportech PLC

08 October 2010

 



8 October 2010

Sportech PLC

Directors/PDMR Holdings in Company

Following the purchase of shares by Directors/PDMRs pursuant to the Placing and Open Offer set out in the Prospectus issued on 27 January 2010, together with the Board appointments announced on 5 October 2010, and the subsequent purchase of shares as announced on 6 October 2010, the Board considers it appropriate to provide an update on the holdings of Directors as at 7 October 2010.  These are set out below.

Name of Director/PDMR	Number of Shares held
Piers Pottinger	Nil
Ian Penrose	435,000
Steve Cunliffe	65,000
Brooks Pierce	500,000
Ian Hogg	47,140
John Barnes	110,000
Lorne Weil	2,000,0000
Shmuel Weiss	Nil
Andrew Gaughan	300,000

This notification is made in accordance with DTR 3.1.4(1) (a).

On 6 October 2010, awards over ordinary shares in Sportech plc (the "Company") were made to certain Directors and persons discharging managerial responsibilities ("PDMRs") as follows. Other than for Ian Hogg who was appointed to the Board on Tuesday 5 October, the awards are made subsequent to the disclosures contained in the Prospectus issued on 27 January 2010 for the acquisition of Scientific Games Racing ("SGR") together with the Placing and Open Offer. On 5 October, the acquisition of SGR was completed.

Name of Director/PDMR	Number of Shares under award
Ian Penrose	1,411,765
Brooks Pierce	1,176,470
Steve Cunliffe	941,176
Ian Hogg	847,059
Andrew Gaughan	752,941
Lorne Weil	1,176,470

The awards to Messrs Ian Penrose, Brooks Pierce, Steve Cunliffe, Ian Hogg and Andrew Gaughan were granted under the terms of the Sportech Performance Share Plan (the "Plan") and structured as nil cost options. No consideration was paid for the grant of such awards.

The award to Lorne Weil was structured as a conditional award subject to the terms of a stand alone agreement with materially identical terms to the Plan except that the grant of the award was contingent on Lorne Weil's acquiring £1,000,000 ordinary shares (which were acquired in full as part of the Placing and Open Offer in January). No other consideration was paid for the grant of such award.

The exercise (or vesting as relevant) of the awards is subject to the satisfaction of performance conditions as set out in the Prospectus dated 27 January 2010 (extract of which is attached).

The awards will normally become exercisable (or vest as relevant), subject to continued employment, on the later of the third anniversary of grant and the determination of the performance conditions.  These are the first awards over ordinary shares of the Company since 2007.

Subject to the terms of the Plan, once exercisable, the awards structured as nil cost options will remain exercisable for a period of 12 months or such longer period agreed with the Remuneration Committee.

- ends -

For further information, please contact:

Sportech PLC

Steve Cunliffe, Finance Director                                              Tel: [phone]

Pelham Bell Pottinger

David Rydell / Emma Kent / Rosanne Perry                             Tel: [phone]

Awards for Ian Penrose, Steve Cunliffe and Ian Hogg

In connection with the awards for Ian Penrose, Steve Cunliffe and Ian Hogg, three distinct performance conditions will apply, each in relation to one third of each award.

For ease of reference such thirds are referred to below as Part A, Part B and Part C respectively.

The vesting of Part A of each such award will be dependent on Sportech's total shareholder return (TSR) over a fixed three year period relative to the TSR of the constituents of the FTSE Small Cap Index (excluding Investment Trusts) over the same period (the comparator group set as at the date of grant).

No portion of Part A will vest unless Sportech's TSR performance at least matches the median of the TSR performance within the comparator group, thereafter the following vesting schedule will apply:

The Company's TSR rank against the TSR of the comparator companies	Extent of vesting of Part A
Median	25 per cent.
Between median and upper quartile	Pro-rata between 25 per cent. and 100 per cent.
Upper quartile (or better)	100 per cent.

A six week averaging period will apply at the start and end of the performance period when calculating the base and end TSR.

The vesting of Part B of each award will be dependent on Sportech's absolute TSR performance over a fixed three year period. No portion of Part B will vest unless Sportech's total shareholder return over the performance period is at least equal to 6 per cent. p.a., thereafter the following vesting schedule will apply:

The Company's absolute annual TSR growth	Extent of vesting of Part B
At least 6 per cent. p.a.	25 per cent.
Between a minimum of 6 per cent. p.a. and 15 per cent. p.a.	Pro-rata between 25 per cent. and 100 per cent.
At least 15 per cent. p.a.	100 per cent.

Sportech's base TSR for the purposes of testing the above condition will be calculated by reference to the six week average share price immediately preceding the commencement of the performance period.

The extent to which the condition has been met will ordinarily be determined based on a comparison of the highest six week average TSR achieved within the last year of the performance period.

The vesting of Part C of each such award will be dependent on Sportech's Earnings Per Share

(EPS) performance over a fixed three year period. No portion of Part C will vest unless the Sportech's EPS growth is at least equal to Retail Price Inflation (RPI) plus 4 per cent. p.a., thereafter the following vesting schedule will apply:

The Company's EPS growth	Extent of vesting of Part C
At least RPI + 4 per cent. p.a.	25 per cent.
Between a minimum of RPI + 4 per cent. p.a. and 10 per cent. p.a.	Pro-rata between 25 per cent. and 100 per cent.
At least RPI + 10 per cent. p.a.	100 per cent.

EPS performance will be tested from a base year of 31 December 2009 with EPS being calculated on such adjusted basis as the Remuneration Committee determines appropriate. Adjusted EPS for such purposes will be disclosed in due course at the time of vesting in the Directors' Remuneration Report.

Awards for Lorne Weil

In connection with share award to the current Chairman of Scientific Games, Lorne Weil, the same performance conditions as described above for the Ian Penrose, Steve Cunliffe and Ian Hogg will apply to such award.

Awards for Brooks Pierce and Andrew Gaughan

In relation to the award under the Sportech Performance Share Plan to Messrs Brooks Pierce and Andrew Gaughan, the performance targets are split between Sportech's targets detailed above and targets that are specific to the ongoing performance of SGR.

This approach is considered by the Remuneration Committee to be the most appropriate approach to

balancing the need to deliver value from SGR with ensuring that these key individuals are focused on

creating value for the shareholders of Sportech in its entirety.

In relation to two thirds of each such award, the performance conditions are as described above in

relation to the awards to Ian Penrose, Steve Cunliffe and Ian Hogg, save that each element shall apply to two ninths of each award rather than one third.

In relation to the remainder of each award (i.e. the remaining one third), referred to below as Part D of each such award, vesting will be dependent on the EBITDA performance of SGR. Specifically, no portion of Part D of such awards will take place unless EBITDA growth of SGR is at least equal to 10 per cent. p.a.  thereafter a vesting schedule no less demanding than the following will apply:

SGR's annual EBITDA growth                                                     Extent of vesting of Part D

At least 10 per cent. p.a.                                                            25 per cent.

Between a minimum of 10 per cent. p.a. and                                Pro-rata between 25 per cent.  and

20 per cent. p.a.                                                                        100 per cent.

At least 20 per cent. p.a.                                                            100 per cent.

EBITDA performance will be tested from a base year of 31 December 2009 with EBITDA calculated on

such adjusted basis that the Remuneration Committee determines appropriate. Adjusted EBITDA for such purposes will be disclosed in due course at the time of vesting in the Directors' Remuneration Report.

 

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