Form 8 (OPD) - SPORTECH PLC

RNS Number : 4647X

Sportech PLC

28 August 2015

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	SPORTECH PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	OFFEREE - SPORTECH PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	27 AUGUST 2015
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of 50 pence each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	0	0.0	0	0.0
(2) Cash-settled derivatives:	0	0.0	0	0.0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0.0	0	0.0
TOTAL:	0	0.0	0	0.0

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a)  Interests of directors of Sportech plc in Sportech ordinary shares Director Number of ordinary shares Percentage of total issued share capital  (excluding treasury shares) (%) Ian Penrose* 850,000 0.41215% Cliff Baty 33,000 0.01600% Roger Withers 112,079 0.05434% Peter Williams 100,000 0.04849% David McKeith 30,000 0.01455% * Ian Penrose holds these shares jointly with his wife. 3(b)  Interests of close relatives of directors of Sportech plc in Sportech ordinary shares Name Relation to director Number of ordinary shares Percentage of total issued share capital  (excluding treasury shares) (%) Marian Penrose Mother of Ian Penrose 20,184 0.00979% Antony Penrose Father of Ian Penrose 18,000 0.00873% Stephen Penrose Brother of Ian Penrose 10,284 0.00499% 3(c)  Interests in Sportech ordinary shares held by directors in awards of ordinary shares under Sportech plc's share plans (Long Term Incentive Plans) Share Option Scheme Director Maximum number of ordinary shares awarded Date of grant Exercise price per share (£) Date on which exercisable* Expiry date Ian Penrose 505,050** 27 September 2005 £0.817 27 September 2008 26 September 2015 * Exercise of the option is subject to the share price having reached certain closing prices. ** 151,515 of these awards vested on 16 December 2005. Performance Share Plan Director Maximum number of ordinary shares awarded Date of grant Market price on date of grant (pence) Exercise price per share (£) Date on which exercisable* Expiry date Ian Penrose 193,610** 2 December 2011 39.75 Nil 2 December 2014 2 December 2015 Ian Penrose 173,618*** 8 March 2012 51.52 Nil 8 March 2015 8 March 2016 Ian Penrose 377,400 21 March 2013 100.00 Nil 21 March 2016 21 March 2017 Ian Penrose 432,525 7 March 2014 89.00 Nil 7 March 2017 7 March 2018 Ian Penrose 584,657 9 March 2015 66.75 Nil 9 March 2018 9 March 2019 Cliff Baty 276,000 24 May 2013 90.00 Nil 24 May 2016 24 May 2017 Cliff Baty 206,292 7 March 2014 89.00 Nil 7 March 2017 7 March 2018 Cliff Baty 278,851 9 March 2015 66.75 Nil 9 March 2018 9 March 2019 Rich Roberts **** 349,650 4 September 2014 78.00 Nil 4 September 2017 4 September 2018 Rich Roberts **** 226,310 9 March 2015 66.75 Nil 9 March 2018 9 March 2019 * Exercise of the option is subject to various performance conditions having been met. ** 465,408 shares were awarded under this option, but 271,798 lapsed during 2014. The remaining 193,610 have not yet been exercised. *** 751,269 shares were awarded under this option, but 577,651 lapsed during 2015. The remaining 173,618 have not yet been exercised. **** The award was granted in the form of a conditional award. 3(d)  Interests in Sportech ordinary shares held by Sportech's Employee Benefit Trust Holder of ordinary shares Trustee Number of ordinary shares Percentage of total issued share capital (excluding treasury shares) (%) Investec Bank plc* Appleby Trust (Jersey) Limited 651,552 0.31592% * Investec Bank plc holds these shares as nominee on behalf of the Employee Benefit Trust. 3(e)  Interests of connected advisors in Sportech ordinary shares Investec Bank plc Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: 3,926,864 1.9040% 0 0.0 (2) Cash-settled derivatives: 0 0.0 0 0.0 (3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0.0 0 0.0 TOTAL: 3,926,864 1.9040% 0 0.0

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	28 August 2015
Contact name:	Cliff Baty
Telephone number:	0207 268 2400

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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