PUSU extension

RNS Number : 5065H

Sportech PLC

03 December 2020

 

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 DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND ACCORDINGLY THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

3 December 2020

Sportech PLC

("Sportech" or the "Company")

PUSU extension

On 5 November 2020, Standard General L.P. ("Standard General") announced a possible cash offer for Sportech at 28.5 pence per Sportech share. On 6 November, the Board of Sportech announced that it had unanimously rejected this proposal.

On 1 December, Standard General submitted a revised proposal to Sportech at 32.5 pence per Sportech share. On the basis of this revised proposal, the Board of Sportech has agreed to share certain information with Standard General as part of a focused due diligence exercise in order for Standard General to be in a position to announce a firm intention to make an offer in accordance with Rule 2.7 of the Code.

Accordingly, and in accordance with Rule 2.6(c) of the Code, the Company has requested, and the Takeover Panel has consented to, an extension to the date by which Standard General is required either to announce a firm intention to make an offer for Sportech in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm on 17 December 2020. This deadline can be extended by the Board of Sportech, with the consent of the Takeover Panel.

Further to Sportech's announcement of the proposed disposal of the Global Tote business, the Company expects to publish a circular setting out further details of the disposal and convening a general meeting to approve the transaction in due course.

Standard General reserves the right to announce an offer at a price below 32.5 pence per Sportech share in the event that:

· The Board of Sportech agrees and recommends an offer at the reduced price;

· A third party announces a firm intention to make an offer for Sportech;

· Sportech announces, declares or pays a dividend or any other distribution or return of capital to its shareholders after this announcement (in which case Standard General reserves the right to reduce the offer price by an amount up to the amount of such dividend, distribution or return of capital); or

· Sportech announces a whitewash transaction pursuant to the Takeover Code.

There can be no certainty that a formal offer will be made. Further announcements will be made as appropriate.

This announcement has been made with the consent of Standard General.

For further information please contact:

Sportech plc

Richard McGuire, Chief Executive Officer                                                  Tel: [phone]

Tom Hearne, Chief Financial Officer 

Peel Hunt (Financial and Rule 3 Adviser)     Tel: [phone]

George Sellar / Michael Nicholson 

Buchanan                                                                                                  Tel: [phone]

Henry Harrison-Topham / Jamie Hooper 

[e-mail]

This announcement contains inside information within the meaning of the Market Abuse Regulation. The person responsible for arranging release of this announcement on behalf of Sportech Plc is Richard McGuire, Chief Executive Officer.

Important notice

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Sportech and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Sportech for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the contents of, or matters referred to in, this announcement.

Additional information

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.sportechplc.com/investors/. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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(s), save to the extent that these details have previously been disclose 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 p.m. (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 Takeover 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.

 

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