Result of EGM
Rodime PLC
4 September 2000
Company No. 69140
THE COMPANIES ACT 1985
COMPANY LIMITED BY SHARES
ORDINARY AND SPECIAL RESOLUTIONS
of
RODIME PLC
Passed on 4 September 2000
At an extraordinary general meeting of the Company duly
convened and held at the Roxburghe Hotel, Charlotte
Square, Edinburgh EH2 4HG at 11am on 4 September 2000 the
following resolutions were duly passed as, in the case of
resolutions 1 and 2, ordinary resolutions, and in the case
of resolutions 3, 4, 5 and 6, as special resolutions:
ORDINARY RESOLUTIONS
1. THAT the proposed acquisition by the Company of the
shares in the companies comprising the gaming and
betting division of The Littlewoods Organisation plc,
as described in the circular to shareholders of the
Company dated 11 August 2000, on the terms of the
sale and purchase agreement summarised in such
circular (subject to such variations in such terms,
not being of a material nature, as may be approved by
the Directors) be and is hereby approved and that the
Directors be authorised to take such action as they
may consider appropriate to effect such acquisition.
1. THAT the rules of the share option scheme to be known
as the Sportech Share Option Scheme ('the Scheme')
(the provisions of which are summarised in paragraph
6 of Part 7 of the circular to shareholders of the
Company dated 11 August 2000) produced in draft to
the meeting and initialled for the purpose of
identification by the Chairman of the meeting be and
they are hereby approved and that the Directors be
and they are hereby authorised to adopt the Scheme
and to do all such acts and things (including without
limitation modifying the Rules of the Scheme) as they
may consider necessary or expedient in order to
obtain the approval to Part A of the Scheme of the
Board of the Inland Revenue and to do all such other
acts and things as the Directors may consider
necessary or expedient for implementing and giving
effect to the Scheme, notwithstanding that they may
be interested therein.
SPECIAL RESOLUTIONS
1. THAT conditional on the passing of resolution 1
above:
(A) the share capital of the Company be increased to
£40,102,889.75 by the creation of 462,057,795
new Ordinary Shares of 5p each ranking pari
passu and as a single class with the existing
Ordinary Shares of 5p each in the capital of the
Company;
(A) the Directors be and are hereby generally and
unconditionally authorised for the purposes of
Section 80 of the Companies Act 1985 (the
'Act'), in substitution for all previous such
authorities granted to them, to allot relevant
securities (as defined in Section 80(2) of the
Act) up to a maximum nominal amount of
£26,536,255.75 at any time during the period of
5 years from the date on which this resolution
is passed provided that the Company may before
the expiry of this authority make an offer or
agreement which would or might require relevant
securities to be allotted after such expiry and
the Directors may allot relevant securities in
pursuance of such offer or agreement
notwithstanding the expiry of this authority;
and
(A) the Directors be and are hereby empowered to
allot equity securities (as defined in Section
94 of the Act) in pursuance to the authority
conferred on them by paragraph (B) of this
resolution as if Section 89(1) of the Act did
not apply to the allotment provided that this
power shall be limited to:
(i) the allotment of 168,282,663 new Ordinary
Shares of 5p each to Newby Manor Limited in
pursuance of the Subscription Agreement
described in the circular to shareholders
of the Company dated 11 August 2000;
(i) the allotment of equity securities in
connection with an offer by way of rights
or other offer on a pre-emptive basis to
the holders of Ordinary Shares and (where
applicable) other equity securities in
proportion (as nearly as may be) to their
respective holdings of Ordinary Shares or,
in the case of holders of other equity
securities, in accordance with their
respective entitlements to receive such
offer, subject to such exclusions or other
arrangements as the Directors may consider
necessary or expedient to deal with
fractional entitlements or legal or
practical problems under the laws of any
territory or the requirements of any
regulatory body or stock exchange in any
territory; and
(i) the allotment (other than pursuant to sub-
paragraphs (i) and (ii) above) of equity
securities up to an aggregate nominal
amount of £1,480,185
and such power shall expire on the date of the
Annual General Meeting of the Company to be held
in 2001 or, if sooner, 15 months from the date
that this resolution is passed but so that the
Company may before such expiry make an offer or
agreement which would or might require equity
securities to be allotted after such expiry and
the Directors may allot equity securities in
pursuance of such offer or agreement as if this
power had not expired.
1. THAT the name of the Company be changed to Sportech
plc.
1. THAT the memorandum of association of the Company be
and is hereby amended as follows:
(i) by the deletion of the existing sub-paragraphs
(A) and (B) of paragraph 1 of Clause IV and the
insertion of new sub-paragraphs (A) and (B) of
paragraph 1 of Clause IV as follows:
'(A) to carry on business as a general
commercial company and to do anything of a
nature which in the opinion of the Company
or the directors is or may be capable of
being conveniently carried on or done in
connection with the business of the Company
or which might directly or indirectly
enhance the value of or render more
profitable all or any part of the Company's
undertaking, property, rights or assets or
which might otherwise advance the interests
of the Company or its members;
(B) to carry on the business of an investment
holding company and to invest in, hold,
retain, buy, sell, advance upon, lend upon,
acquire, foreclose, lease, feu or otherwise
deal in securities, land and investments of
all kinds, including without prejudice to
such generality, shares, bonds, debentures,
debenture stock, obligations, options or
stock of any company, body corporate or
undertaking of whatever nature and wherever
constituted, or syndicate of whatever kind
and whether registered or incorporated or
not and whether carrying on business in the
United Kingdom or elsewhere in the world,
or heritable or real property or mortgages
or stocks and any other obligations or
securities of any government, state or
municipality, supreme, provincial, local or
otherwise, and all whether fully paid or
not, or whether bearer or not.'; and
(i) by the insertion of a new paragraph 24 of Clause
IV immediately after the existing paragraph 23
as follows:
'24. To establish or promote any company or
companies for the purpose of taking over,
acquiring or working any of the property,
rights and liabilities of the Company, or
for the purpose of carrying on any business
which the Company is authorised to carry
on, or for any other purpose which may seem
to the Company or its directors directly or
indirectly calculated to benefit or to
advance the objects or interests of the
Company or the interests of its members,
with power to assist such company or
companies in every way, but especially by
taking shares, stocks and securities
thereof, providing capital and paying
preliminary expenses.'
1. THAT the articles of association of the Company be
and are hereby altered by the addition of the
following words at the end of Article 30 thereof:
'Provided that the Board shall not exercise any
power under this Article 30 to decline to
register any transfer of shares which are not
fully paid shares whilst such shares are listed
on the Official List of the UK Listing Authority
except to the extent permitted from time to time
by the Listing Rules of the UK Listing
Authority.'