Acquisition

Sportech PLC
07 November 2007


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


                                  SPORTECH PLC

                         ('Sportech' or the 'Company')


             Proposed Placing and Open Offer to raise £41.4 million


         Acquisition of Vernons Football Pools Business for £51 million


             One for Ten Consolidation of Existing Ordinary Shares



The Board of Sportech PLC announces that the Company has conditionally agreed to
acquire the Vernons football pools business from Ladbrokes plc for a total
consideration of £51 million. The consideration will be satisfied by the payment
of £45 million in cash on Completion with the balance paid in two amounts of £3
million on each of the first and second anniversaries of Completion.


The Company is proposing a Placing and Open Offer of New Ordinary Shares to
raise approximately £41.4 million gross of expenses to part fund the
Acquisition. The balance of the purchase price is to be met through new banking
facilities provided by Bank Of Scotland ('BoS').



Highlights


•        Ownership of Vernons will enable Sportech to control all three major
football pools brands in the UK - representing approximately 99% of the total
football pools market. The Acquisition was cleared by the Competition Commission
in October 2007


•        The Acquisition will create a significantly increased customer pool
with a combined base of over 700,000 weekly players


•        The Acquisition also provides enhanced distribution opportunities
through a distribution agreement with Ladbrokes plc which will see movement into
retail channels and a physical marketing and transactional presence in a minimum
of 1,750 Ladbrokes licensed betting offices


•        Acquisition fits with the Company's existing strategy of regenerating
the football pools through a major re-brand and re-launch in 2008


•        Acquisition is expected to deliver synergies from reduced costs and
increased revenues - expected to be earnings enhancing in 2009


•        Total cash consideration for the Acquisition is £51 million,
representing 9x Vernons 2006 operating profit, of which £6 million is deferred


•        A one for ten share consolidation is being proposed, so that for every
ten existing Ordinary Shares of 5 pence each holder will hold one 50 pence
Ordinary Share. The Open Offer takes place on a post consolidation basis


•        The consideration will be funded through a Placing and Open Offer of
41,445,189 New Ordinary Shares at an Issue Price of 100 pence per share to raise
approximately £41.4 million gross of expenses. Except for the shares to be taken
up by Newby Manor Limited, the Placing is fully underwritten by Investec


•        An irrevocable undertaking has been received from Newby Manor Limited
to take up Open Offer entitlements for, in aggregate, 11,846,284 Open Offer
Shares, representing approximately 28.6 per cent of the New Issue


•        In addition, Directors have indicated that they will take up a total of
100,000 shares under the Open Offer


•        The balance of the consideration will be provided by BoS as part of
renewed bank facilities of in aggregate up to £124 million


•        The Placing and Open Offer together with increased new bank facilities
will provide additional working capital for the Company to invest in the
Enlarged Group


•        The Acquisition, the Placing and Open Offer and the proposed new bank
facilities are subject to Shareholders' approval at an Extraordinary General
Meeting ('EGM') scheduled for 10.00am on 30 November 2007


•        The Company has also entered into an agreement with the FA Premier
League, the Football League, the Scottish Premier League, the Scottish Football
League and Football DataCo for marketing and data rights


•        Investec is acting as Financial Adviser, Underwriter, Sponsor and Joint
Broker to the Company. Arbuthnot is acting as Joint Broker



A circular will shortly be posted to Shareholders comprising a Prospectus
containing details of the Placing and Open Offer and notice of an EGM of the
Company (the 'Circular').


Copies of the Circular have been submitted to the UK Listing Authority and will
shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:


The Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS


Ian Penrose, Chief Executive of Sportech PLC, commented:


'The Acquisition of Vernons, our number one strategic target, and associated
fund raising together with the agreement for distribution of pool games through
Ladbrokes' retail estate represents another major step forward for our strategy
of repositioning Sportech that commenced two years ago. This is part of a
continuing strategy of change that will widen the franchise of the pools and
associated sports-related gaming products to new players across all age ranges,
utilising the raft of direct, retail and digital routes to market that are
available today.


'The agreement announced today with the English and Scottish professional
football leagues is testament to the unique position that pool betting enjoys
within the sport of football.


'The enlarged Sportech group will offer an enhanced combination of two of the
world's favourite pastimes - football and gaming. This is a further significant
step towards Sportech becoming a larger, broad-based sports, leisure and
football gaming business with international reach.'


                                    - ends -


For further information please contact:

Sportech PLC

Ian Penrose, Chief Executive 0151 288 3561

Steve Cunliffe, Finance Director 0151 288 3561


Investec

James Grace / Patrick Robb 0207 597 5180


Arbuthnot

Neil Kirton / Nick Marsh 0207 012 2000


Bell Pottinger Corporate & Financial

David Rydell / Emma Kent / Rosanne Perry 0207 861 3232



This summary should be read in conjunction with the full text of this
announcement.


This announcement does not constitute, or form any part of, an offer or an
invitation to purchase any securities.


Civil liability attaches to the Company and the Directors who are responsible
for the contents of this summary, including any translation of this summary, but
only if this summary is misleading, inaccurate or inconsistent when read
together with the other parts of this document. Where any claim relating to
information contained in this document is brought before a court, the plaintiff
investor might, under the national legislation of the EEA States, have to bear
the costs of translating this document before any legal proceedings are
initiated.


This announcement does not constitute an offer of, or the solicitation of any
offer to buy, any Ordinary Shares to any person in any jurisdiction to whom or
in which such offer or solicitation is unlawful. The distribution of this
announcement in certain jurisdictions may be restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction.


Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for the Company as sponsor, joint broker and underwriter and for no
one else in relation to the matters described in this announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to customers of Investec Investment Banking or for providing advice in
relation to the subject matter or contents of this announcement.



                                  SPORTECH PLC

                         ('Sportech' or the 'Company')

             Proposed Placing and Open Offer to raise £41.4 million

         Acquisition of Vernons Football Pools Business for £51 million

             One for Ten Consolidation of Existing Ordinary Shares



PART I


1. Introduction

The Company announced on 7 March 2007 that it had entered into exclusive
negotiations with Ladbrokes for the Acquisition of Vernons. On 3 May 2007 the
Office of Fair Trading announced that it had decided to refer the proposed
Acquisition to the Competition Commission under the provisions of the Enterprise
Act 2002. The Competition Commission issued its preliminary findings on 31
August 2007, concluding that the Acquisition was not expected to result in a
substantial lessening of competition, and this conclusion was confirmed in the
final Competition Commission report issued on 11 October 2007. Since the
announcement of the Competition Commission's preliminary findings, the Company
has been in negotiations with Ladbrokes to agree the final terms for the
Acquisition of Vernons. The Company today announces that an agreement has been
entered into with Ladbrokes for the Acquisition of Vernons for a total price of
£51 million, payable as to £45 million in cash on Completion with the remaining
£6 million to be paid in two instalments of £3 million each, payable on the
first and second anniversaries of Completion.


Due to the size of the Acquisition in relation to the Group, it constitutes a
Class 1 transaction under the Listing Rules and, accordingly, the Company is
required to obtain the prior approval of Shareholders in a general meeting
before completing the Acquisition, for which purpose the Company proposes to
convene an EGM to be held on 30 November 2007. The Acquisition is conditional,
inter alia, upon such approval being obtained.


In order to provide finance for the Acquisition, the Company is proposing to
raise approximately £41.4 million (before expenses), subject, inter alia, to
Shareholders' approval, through the issue of the New Ordinary Shares by means of
the Placing and Open Offer. Newby Manor Limited has agreed to subscribe for the
11,846,284 New Ordinary Shares to which it is entitled under the Open Offer,
representing approximately 28.6 per cent. of the New Issue. The balance of the
New Issue has been underwritten by Investec.


The Company has received an irrevocable undertaking from BoS not to take up any
of the 11,779,786 New Ordinary Shares to which it is entitled under the Open
Offer, representing approximately 28.4 per cent. of the New Issue. These New
Ordinary Shares, being the Firm Placed Shares, have been placed firm by Investec
on behalf of the Company at the Issue Price with institutional investors. In
addition, certain of the Directors have indicated that they intend to take up a
total of 100,000 New Ordinary Shares under the Open Offer.


Qualifying Shareholders are being offered the right to subscribe for New
Ordinary Shares at the Issue Price in accordance with the terms of the Open
Offer. The Issue Price, when adjusted to take account of the Consolidation,
represents a discount of approximately 2.4 per cent to the middle market
quotation for the Existing Ordinary Shares of 10.25 pence, as derived from The
Daily Official List of the London Stock Exchange on 6 November 2007.


It is intended that the proceeds of the New Issue of approximately £39.4 million
(net of expenses of the New Issue) will be used to finance the Acquisition. The
balance of the consideration for the Acquisition is to be provided by BoS
pursuant to the £110 million New Facility Agreement. The New Working Capital
Facility Agreement with BoS will provide an additional £14 million of finance
for the working capital requirements of the Enlarged Group. Both the New
Facility Agreement and the New Working Capital Facility Agreement will be
secured over the property, assets and undertaking of all companies within the
Enlarged Group (limited in the case of non-UK companies to security over the
shares of such company and any subsidiary of such company) and the provision of
guarantees by them. As BoS is a substantial shareholder of the Company, the New
BoS Funding Arrangements will constitute a related party transaction for the
purposes of Chapter 11 of the Listing Rules and will require Shareholders'
approval at the EGM.


The Company is also taking the opportunity presented by the EGM to put forward
proposals for a consolidation of the Company's Shares and the adoption of a new
share incentive scheme, the PSP.


2. Vernons

Vernons began offering football pools in 1925. Today, it provides football pools
and lottery and other games to its customers via the post, telephone and the
internet. Vernons has approximately 230,000 weekly customers and remains the
second largest football pools business in the UK behind Sportech's Littlewoods
Pools. The customers are predominantly UK based and are served from Vernons'
head office in Liverpool.


Vernons was purchased by Ladbrokes in 1989 and its product base is very similar
to that of Sportech, being focused primarily on the football pools, whilst
offering various other games, including fixed odds betting on the Irish Lottery.
Ladbrokes is one of the world's leading bookmakers with over 2,500 licensed
betting shops in the UK, Jersey, Ireland and Belgium, telephone betting via
three call centres and e-gaming operations offering a range of betting and
gaming services.


For the year ended 31 December 2006, Vernons reported gross win revenue of £18.6
million (2005: £19.6 million) and operating profit of £5.7 million (2005: £5.9
million). The historical profit and loss accounts and balance sheets detailed
below represent a combined account for the Vernons business:



                                                    Year ended
Profit and loss accounts         31 December       31 December       31 December
                                        2006              2005              2004
                                        £m                £m                £m
Gross win revenue                     18.6              19.6              20.1
Cost of sales                         (5.6)             (6.4)             (7.0)

Gross profit                          13.0              13.2              13.1
Distribution costs                       -                 -                 -
Administrative expenses               (7.3)             (7.3)             (7.3)

Operating profit                       5.7               5.9               5.8

                                                         As at
Balance sheets                   31 December       31 December       31 December
                                        2006              2005              2004
                                        £m                £m                £m
ASSETS
Non Current Assets
Other intangible assets                0.1               0.1               0.1
Property, plant and equipment          0.3               0.4               0.2
                                       0.4               0.5               0.3

Current Assets
Inventories                            0.1               0.1               0.2
Trade and other receivables            0.7               0.7               0.7
Cash and cash equivalents              0.5               0.5               1.4
                                       1.3               1.3               2.3

LIABILITIES
Current Liabilities
Trade and other payables              (8.4)             (8.9)             (9.8)
                                      (8.4)             (8.9)             (9.8)

Net Current Assets                    (7.1)             (7.6)             (7.5)

Non Current Liabilities
Deferred tax liabilities              (0.3)             (0.1)             (0.3)


NET ASSETS                            (7.0)             (7.2)             (7.5)

Invested Capital                      (7.0)             (7.2)             (7.5)


The above financial information has been prepared for each of the three years
ended 31 December 2006 by combining the financial information of Vernons Games,
Vernons Trustees and Vernons Financial Services with the trade and assets of
Vernons Pools, excluding certain income and expenses relating to assets which
are not included in the Acquisition.


3. Reasons for the Acquisition and the New Issue

Sportech's core football pools business, Littlewoods Pools, dates back to 1923.
With high brand awareness, national media exposure and a loyal customer base,
Littlewoods enjoyed many years of operating the UK's largest pool betting game
on the UK's most popular sport. Since the introduction of the National Lottery
in November 1994, football pools has experienced a significant reduction in the
number of people playing the game. Littlewoods lost over 90 per cent of its
customers in the period from November 1994 to December 2005. However, the
football pools remains a highly popular game with almost 730,000 weekly players.


Following the appointment of a new management team and Board of directors,
commencing with the appointment of Ian Penrose as Chief Executive in October
2005, the Company commenced a strategic review. Following this review, the
Company has focussed its activities on regenerating its football pools business
and developing related products and disposed of its loss-making betting business
and terminated its loss-making ITV contract. The Acquisition will combine
Littlewoods Pools and Zetters Pools with the pools business of Vernons. On
Completion, Sportech will own all three major football pools operations in the
UK, representing approximately 99 per cent. of the total football pools market,
and add Vernons' approximately 230,000 weekly pools customers to Sportech's
approximately 500,000 weekly pools customers as at 30 June 2007.


The Directors believe that the Acquisiton, once Vernons is fully integrated with
Sportech's existing operations, will create a bigger pool of customers, larger
jackpots and more winners. Significant operational synergies are expected to be
realised in the area of shared overheads and direct costs. The Directors also
believe that the Enlarged Group will have opportunities to increase revenue
through focused marketing and cross-selling.


The agreement which is to be entered into with Ladbrokes on Completion of the
Acquisition will provide marketing and distribution of the Enlarged Group's
principal football pools products through Ladbrokes' licensed betting offices in
the UK.


The Acquisition will also provide an opportunity for the rebranding of the
Enlarged Group's operations. As part of the acquisition of Littlewoods Leisure
in September 2000, Sportech received a royalty-free licence to use the
Littlewoods name for a period of 10 years ending in September 2010. Sportech
intends to launch a new branding and marketing strategy under the single brand,
'The New Football Pools'.


Following the Acquisition, the Directors intend to make a number of changes to
the way that the Enlarged Group operates, including:


   • merging the operations of Littlewoods and Vernons into the Company's
    existing site, including the merging of IT systems and possible outsourcing
    of services, all planned for the first three quarters of 2008. These changes
    are expected to realise substantial savings in overheads and direct costs.
    The Directors believe that such savings could amount to approximately £2.5
    million per annum and that the full benefit of these savings will be
    available in 2009. The restructuring costs associated with achieving these
    savings in direct costs and overheads are expected to amount to
    approximately £1.5 million and to be incurred in the year ending 31 December
    2008; and


   • launching a number of new 'pari mutuel' products in 2008 reflecting the
    strong community involvement in the game of football and the interest of
    fans in the game. These games will be targeted at the younger adult market,
    and will be based around predictions of the results of major football
    matches in the UK and Europe. The costs of launching these new products,
    including initial promotional and advertising expenditure and support, and
    of the re-branding exercise are expected to amount to approximately £2.8
    million and will be incurred in 2008.


The Directors believe that the effect of the Acquisition, taken together with
the costs referred to above, will be to reduce earnings per share in 2008 and,
dependent on the successful implementation of the changes referred to above, to
increase earnings per share in 2009.


4. Principal terms of the Acquisition

The Acquisition Agreement was executed on 7 November 2007 between (1) Vernons
Pools Limited, (2) Vernons Group Limited, (3) Ladbrokes Betting and Gaming
Limited, (4) Littlewoods Promotions Limited and (5) the Company under the terms
of which Littlewoods Promotions has agreed, subject to the fulfilment of certain
conditions, to acquire Vernons.


The consideration payable by Littlewoods Promotions is £51 million, which is to
be satisfied by the payment of £45 million in cash on Completion and as to the
balance in cash in two amounts of £3 million on each of the first and second
anniversaries of Completion. Payment of the Deferred Consideration will be
guaranteed by BoS in accordance with a guarantee issued pursuant to the New
Facility Agreement. Under the Acquisition Agreement, the Company will acquire
all the assets and rights of the sellers in relation to the Vernons business,
including all Vernons business and customer contracts, various IP rights and
domain names, goodwill, equipment, records and stock. Excluded from these assets
is the call centre operated on behalf of Ladbrokes by Vernons Pools and the
debts owing to Vernons Pools. Littlewoods Promotions has also agreed to enter
into a sublease with Vernons Pools of the Vernons Property for a maximum term of
18 months.


The Acquisition Agreement is subject inter alia, to the following conditions:


(i)     the passing of Resolutions 1, 2 and 3 at the EGM;

(ii)    the grant of landlord's consent for the proposed sub-lease of the 
        Vernons Property;

(iii)   Admission; and

(iv)    entry into of the New BoS Funding Arrangements.


If any of these conditions is not fulfilled by 31 December 2007 (or such later
date as the parties may agree), the Acquisition Agreement will terminate and
none of the parties will have any further rights or obligations under it.


Vernons Pools has given various undertakings, indemnities, warranties and
covenants in the Acquisition Agreement. Vernons Pools has also given restrictive
covenants that neither it nor any of its holding companies, subsidiaries and
fellow subsidiaries will compete with the Vernons business for a specified
period post-Completion.


On Completion, Littlewoods Promotions will enter into a distribution agreement
with Ladbrokes for the distribution of the enlarged group's football pools
products through Ladbrokes' licensed betting offices, which will give the
enlarged group a physical marketing and transactional presence in a minimum of
1,750 licensed betting offices in the UK.


5. Interim results, current trading and prospects

The Company announced its interim results for the 6 months ended 30 June 2007 on
11 September 2007. Since that date, the Company has continued to trade in line
with the Directors' expectations.


At the end of September 2007, the Company implemented a number of product
enhancements and price adjustments. In line with the Company's expectations,
average stakes have increased by 19 per cent to approximately £2.15 per customer
per week, offset by a one-off loss of customers of 6 per cent.


The Company and Littlewoods Promotions have also entered into an agreement with
the English and Scottish professional football leagues and Football DataCo for
marketing and data rights. This agreement enables Littlewoods Promotions to
strengthen its relationship with football by becoming an Official Licensee of
the FA Premier League and the Football League, and an Official Partner of the
Scottish Premier League and the Scottish Football League. The agreement provides
for a series of additional marketing, branding and data rights, which the
Directors expect to assist in the development of the Enlarged Group's business
in the UK and internationally.


The agreement also provides for Littlewoods Promotions and each of the Leagues
to use their best endeavours to conclude a Memorandum of Understanding to set
out the procedure for distributing certain of the contributions which
Littlewoods Promotions presently makes to the Foundation for Sport and the Arts
to charities within the Leagues' 'Football Good Causes Framework'. The Directors
believe that this arrangement will enhance the Company's connection with
football and its various interest groups.


6. Consolidation

A share consolidation is proposed. The Board believes that this will, inter 
alia, reduce the bid/offer spread in the Ordinary Shares and that fluctuations 
in the price of the Ordinary Shares will be more easily absorbed. The Company's
middle market share price, as at the close of business on 6 November 2007, being
the latest practicable date before publication of the Circular posted to all
Shareholders on 7 November 2007, was 10.25 pence, with a bid/offer spread of 10
pence - 10.5 pence.


Subject to Resolution 2 being passed by Shareholders at the EGM, the issued and
authorised but unissued Existing Ordinary Shares of 5 pence each in the share
capital of the Company will be consolidated into 50 pence Ordinary Shares so
that holders of Existing Ordinary Shares of 5 pence each will then hold one 50
pence Ordinary Share for every ten Existing Ordinary Shares of 5 pence each
previously held. The Placing and Open Offer will take place on a
post-Consolidation basis.


The effect of the Consolidation will be to reduce the total number of Ordinary
Shares in issue without affecting the rights of Shareholders or (except as
regards the impact of the sale of fractional entitlements) the proportion of the
Company's total issued share capital held by any Shareholder. In the absence of
any other factors affecting the Company's share price, the Consolidation is not
expected to affect the Company's market capitalisation.


Dealings in 50 pence Ordinary Shares are expected to commence on 3 December
2007.


The Company will arrange for new share certificates to reflect the Consolidation
to be issued to those Shareholders who hold their Existing Ordinary Shares in
certificated form within 14 days of Admission, after which time the existing
certificates in respect of such Existing Ordinary Shares shall cease to be valid
for all purposes.


Options held under the Share Option Schemes and any awards granted under the
proposed Performance Share Plan on the day of the EGM will be adjusted to
reflect the effect of the Consolidation by decreasing the number of Ordinary
Shares under option or award and increasing any exercise price in respect of
each grant, as appropriate. The adjustment will be determined by the Board and
approved by the Company's auditors (and HMRC where necessary). Such share
options and awards will also be adjusted to reflect any dilutive effect of the
Open Offer. The share price targets applying to existing options held under the
Share Option Schemes will also be adjusted as a result of the consolidation and
Open Offer in the same way as noted above for the exercise price for such
options.


7. Principal terms of the Placing and Open Offer

The Company is proposing to raise approximately £41.4 million (before expenses),
subject, inter alia, to Shareholders' approval, through the issue of the New
Ordinary Shares by means of the Placing and Open Offer. Save in respect of the
Subscription Shares, the New Issue is fully underwritten by Investec.


The Company has received an irrevocable undertaking from Newby Manor Limited to
subscribe for all the New Ordinary Shares to which it is entitled under the Open
Offer, being 11,846,284 New Ordinary Shares representing approximately 28.6 per
cent of the New Issue and 11.8 per cent. of the Enlarged Issued Share Capital.


The Company has also received an irrevocable undertaking from BoS not to take up
any of the 11,779,786 New Ordinary Shares to which it is entitled under the Open
Offer, representing approximately 28.4 per cent. of the New Issue and 11.7 per
cent. of the Enlarged Issued Share Capital. These New Ordinary Shares, being the
Firm Placed Shares, have been placed firm by Investec on behalf of the Company
at the Issue Price with institutional investors.


Qualifying Shareholders are being offered the right to subscribe for New
Ordinary Shares at the Issue Price in accordance with the terms of the Open
Offer.


The Issue Price, when adjusted to take account of the Consolidation, represents
a discount of approximately 2.4 per cent. to the middle market quotation for the
Existing Ordinary Shares of 10.25 pence, as derived from the Daily Official List
of the London Stock Exchange on 6 November 2007.


New Ordinary Shares will be offered to Qualifying Shareholders in the Open
Offer, subject to the terms and conditions to be set out in the Circular to be
posted to Shareholders, on the following basis:


7 Open Offer Shares for every 10 Ordinary Shares of 50 pence each


registered in the names of Qualifying Shareholders on the Record Date, and so in
proportion for any other number of Existing Ordinary Shares then registered.
Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of Open Offer Shares. Any resulting fractional entitlements of
Qualifying Shareholders arising under the Open Offer will not be allocated
pursuant to the Open Offer, but will be aggregated and sold by Investec for the
benefit of the Company or taken up under the Placing Agreement.


The New Ordinary Shares, when issued, will be fully paid and will rank pari
passu in all respects with the 50 pence Ordinary Shares created by and in issue
following the Consolidation, including the right to receive all dividends and
other distributions declared, made or paid on or after, or by reference to a
record date on or after, the date of their issue.


The Placing and the Open Offer are conditional on the Placing Agreement becoming
unconditional in all respects and not being terminated prior to Admission. The
Placing Agreement is itself conditional on, inter alia:


   • the passing of Resolutions 1, 2 and 3 at the EGM;
   • the Acquisition Agreement becoming unconditional save for Admission;
   • the New Facility Agreement becoming unconditional in all respects (save
     as

regards any condition relating to the Placing Agreement and the Acquisition

Agreement becoming unconditional);

   • All the subscription monies due from Newby Manor Limited being received;
     and
   • Admission occurring not later than 3 December 2007 or such later time
     and/or date as the Company and Investec may agree being no later than 8.00
     a.m. on 10 December 2007


Under the terms of the Placing Agreement, Investec has the right to terminate
its obligations under the Placing Agreement in the event of, inter alia, any of
the warranties contained therein being untrue, inaccurate or misleading, or a
breach by the Company of its obligations in the Placing Agreement.


8. Principal Terms of the New Facility Agreement and the New Working Capital
Facility Agreement

The New Facility Agreement and the New Working Capital Facility Agreement will
provide total facilities of up to £124 million to Sportech, and in the case of
the New Working Capital Facility Agreement, to the Enlarged Group. The New
Facility Agreement may be drawn upon by Sportech for the purposes of onlending
sums drawn to Littlewoods Promotions for the purposes of funding part of the
consideration payable for the Acquisition and related costs and expenses and for
certain other purposes agreed with the lenders thereunder. The New Facility
Agreement also includes provision for BoS to issue a guarantee in respect of the
Deferred Consideration.


The New Facility Agreement and the New Working Capital Facility Agreement impose
various obligations on Sportech, including compliance with financial covenants.
Prior to Completion, each of Sportech's non dormant subsidiaries will have
acceded to the New Facility Agreement as guarantors (and thereby will guarantee
sums payable by Sportech and its subsidiaries under the New Facility Agreement,
the New Working Capital Facility Agreement and other related documents) and
Sportech and each of its non dormant subsidiaries will also provide full
security over their property, assets and undertaking to secure their obligations
(in the case of subsidiaries not incorporated in the United Kingdom, such
security will be limited to security over the shares in such subsidiaries and
the shares held by such subsidiary in other subsidiaries). Within three Business
Days of Completion, each of Vernons Games, Vernons Trustee Company and Vernons
Financial Services will be required to accede to the New Facility Agreement and
the New Working Capital Facility Agreement as guarantors and provide full
security over their assets.


The New Working Capital Facility Agreement provides uncommitted working capital
facilities to Sportech and its non dormant subsidiaries. Initially, the facility
is limited to £8 million but it increases to £14 million to enable the Deferred
Consideration to be paid except to the extent that a drawing is made by Sportech
under the New Facility Agreement to fund the Deferred Consideration.


The New Facility Agreement and the New Working Capital Facility Agreement were
executed on 7 November 2007 and are unconditional in all respects save for
Admission, Shareholders' approval of the New BoS Funding Arrangements, the
Placing and the Open Offer and the Acquisition, the fulfilment of certain
conditions precedent relating to the guarantees and security to be provided by
certain of Sportech's subsidiaries, the Company being able to repeat certain
representations and warranties and there being no breach of certain events of
default on Admission. The interest rate applicable to the facilities advanced
under the New Facility Agreement will be LIBOR plus a margin of between 1.375
per cent and 3 per cent per annum plus mandatory costs. The New Facility
Agreement contains normal representations and warranties, general and financial
covenants and events of default. The New Working Capital Facility Agreement
provides for an interest rate of 1.25 per cent. above BoS's base rate from time
to time.


If the Acquisition does not proceed, the facilities provided by the New Facility
Agreement and the New Working Capital Facility Agreement will not be available
to the Group. In this event the Group will continue to use the Existing Facility
Agreement with BoS.


As BoS is a substantial shareholder of the Company, the giving of security
pursuant to the New BoS Funding Arrangements will constitute a related party
transaction for the purposes of Chapter 11 of the Listing Rules and will require
Shareholders' approval at the EGM.


9. Dividend Policy

Subject to the Enlarged Group trading in line with their expectations, the
Directors intend to consider the payment of a dividend in respect of the
Company's 2009 financial year.


10. Amendment of Articles of Association

In order to effect the Consolidation as described above, the Company is
proposing to alter its Articles of Association so as to provide that, in respect
of any Shareholders who would become entitled to fractions of a share on any
consolidation, the Directors may sell the shares represented by the aggregated
fractions to any person (including the Company) on behalf of those Shareholders.
The Directors must obtain the best price reasonably obtainable for the shares
and distribute the net proceeds of sale pro rata amongst the relevant
Shareholders, except that amounts of £2 or less will be retained by the Company.


11. Extraordinary General Meeting

In order to effect the Proposals, it is necessary to obtain Shareholders'
approval of the Resolutions. Accordingly, it is expected that an EGM will be
convened for 10.00 a.m. on 30 November 2007 at the offices of Kirkpatrick &
Lockhart Preston Gates Ellis LLP, 110 Cannon Street, London, EC4N 6AR. The
Resolutions proposed are as follows:


Resolution 1

This Resolution, which will be proposed as an ordinary resolution, seeks
approval for the Acquisition on the terms of the Acquisition Agreement. This is
necessary because the Acquisition is a Class 1 transaction for the Company under
Chapter 10 of the Listing Rules and as such requires the prior approval of
Shareholders for its Completion.


Resolution 2

This Resolution will be proposed as a composite special resolution, and will, if
passed:


(a) increase the Company's authorised share capital and authorise the Directors


(b) disapply Shareholders' statutory pre-emption rights in relation to the
    Placing and Open Offer and certain future allotments of equity securities


(c) approve the terms of the Placing and Open Offer;


(d) alter the Company's Articles of Association to enable the Consolidation to
    proceed as described above; and


(e) effect the consolidation of every ten of the Company's issued and authorised
    but unissued 5 pence Ordinary Shares into one 50 pence Ordinary Share.


Resolution 3

This Resolution, which will be proposed as an ordinary resolution, seeks
approval for the entering into of the New BoS Funding Arrangements by the Group
and the enlarged group. This is necessary because the grant of security pursuant
to the New BoS Funding Arrangements constitutes a related party transaction for
the purposes of Chapter 11 of the Listing Rules and as such requires the prior
approval of Shareholders.


Resolution 4

This Resolution, which will be proposed as an ordinary resolution, seeks
approval of the rules of the Company's proposed new Performance Share Plan
(details of which will be contained in the Circular) and authorises the
Directors (i) to make such modifications to the PSP as they consider appropriate
and (ii) establish overseas plans based on the PSP.


Other than in relation to the issue of the New Ordinary Shares pursuant to the
Placing and Open Offer, the Directors have no present intention of issuing any
equity securities pursuant to the disapplication of pre-emption rights referred
to above.


12. Major Shareholders' and Directors' intentions regarding the Open Offer

In relation to the New Issue, the following irrevocable undertakings have been
received:


Newby Manor Limited has given an irrevocable undertaking, dated 5 November 2007,
to take up all the New Ordinary Shares to which it is entitled under the Open
Offer, amounting in aggregate to 11,846,284 New Ordinary Shares representing
approximately 28.6 per cent of the total number of New Ordinary Shares. Newby
Manor Limited has also undertaken to vote in favour of all the Resolutions at
the EGM.


BoS has given an irrevocable undertaking, dated 7 November 2007, not to take up
any of the New Ordinary Shares to which it is entitled under the Open Offer,
amounting in aggregate to 11,779,786 New Ordinary Shares and representing
approximately 28.4 per cent. of the total number of New Ordinary Shares and
approximately 11.7 per cent. of the Enlarged Issued Share Capital. These New
Ordinary Shares have been placed firm by Investec on behalf of the Company at
the Issue Price with institutional investors. BoS has also undertaken to vote in
favour of all the Resolutions at the EGM other than Resolution 3. Because of its
interest in the subject matter of Resolution 3, BoS has irrevocably undertaken
to abstain from voting on Resolution 3 and to take reasonable steps to ensure
that its associates will abstain from voting on Resolution 3 at the EGM.


BoS has undertaken to the Company and Investec not to sell or otherwise dispose
of any of its Ordinary Shares for a period of twelve months following Admission.
This undertaking will not prevent BoS from disposing of any shares:


(a)  In the event that Newby Manor Limited sells or otherwise disposes of 
     Ordinary Shares representing in excess of 5 per cent of the Enlarged
     Issued Share Capital during the twelve months following Admission or there 
     is a recommended offer for the Company;

(b)  Representing up to 84,141,331 Existing Ordinary Shares at a price of 10 
     pence per Existing Ordinary Share to satisfy surplus demand for Existing 
     Ordinary Shares on 7 November 2007; and


(c)  Upon notification from Investec (in its capacity as broker to the Company) 
     that it has received interest from a third party to acquire Ordinary Shares 
     of the Company for which there is an insufficient number of Ordinary Shares 
     of the Company offered for disposal on the Main Market at that time. 
     However BoS has confirmed that it is not its present intention to accept 
     any such offer which may be made for its shares if it has sold the shares
     referred to in (b) above, so that it will continue to hold the balance of 
     its Existing Ordinary Shares remaining after such sale until the first 
     anniversary of Admission.


Two of the Directors, Ian Penrose and John Barnes, intend to take up from their
Open Offer Entitlements 75,000 New Ordinary Shares (at a cost of £75,000 at the
Issue Price) and 25,000 New Ordinary Shares (at a cost of £25,000 at the Issue
Price) respectively. Ian Penrose has agreed to sell 15,000 of these New Ordinary
Shares to Steve Cunliffe and 25,000 of these New Ordinary Shares to Jon Holmes,
all at the Issue Price.





PART II

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for entitlement under the Open Offer                        
Close of business on 5 November 2007

Existing Ordinary Shares marked 'ex' entitlement to Open Offer   
7 November 2007

Open Offer Entitlements credited to Stock Accounts in CREST of   
Qualifying CREST Shareholders
8 November 2007

Recommended latest time for requesting withdrawal of Open Offer  
Entitlements from CREST  
4.30 p.m. on 22 November 2007

Latest time for depositing Open Offer Entitlements into CREST    
3.00 p.m. on 26 November 2007
                                                                   
Latest time for splitting of Application Forms(to satisfy bona fide 
market claims) 
3.00 p.m. on 27 November 2007

Latest time and date for receipt of Forms of Proxy                 
10.00 a.m. on 29 November 2007
                                                                            
Latest time and date for receipt of Application Forms and          
payment in full under the Open Offer                                 
11.00 a.m. on 29 November 2007                                                                          

Extraordinary General Meeting                                      
10.00am on 30 November 2007                                                                    

Consolidation Record Date                                           
5.00pm on 30 November 2007                                                              

Admission and commencement of dealings in New Ordinary Shares        
03 December 2007                                                                            

CREST members' accounts credited                                     
03 December 2007                                                                           

Despatch of definitive share certificates for New Ordinary      
Shares in certificated form (where applicable)
By 10 December 2007

Despatch of cheques in respect of fractional entitlement under the Consolidation 
10 December 2007

Despatch of share certificates in respect of 50 pence Ordinary    
Shares arising on the Consolidation                          
By 17 December 2007


The dates set out in the expected timetable of principal events above and
mentioned throughout this announcement may be adjusted by Sportech, in which
event details of the new dates will be notified to the UK Listing Authority and
the London Stock Exchange and, where appropriate, to Shareholders.



DEFINITIONS


The following definitions apply throughout this document, unless the context
otherwise requires:


'Acquisition'

the proposed acquisition by the Company of Vernons, pursuant to the Acquisition
Agreement


'Acquisition Agreement'

the conditional agreement between (1) Vernons Pools Limited, (2) Vernons Group
Limited, (3) Ladbrokes Betting and Gaming Limited, (4) Littlewoods Promotions
Limited and (5) the Company, relating to the Acquisition


'Admission'

admission of the 50 pence Ordinary Shares to the Official List becoming
effective in accordance with the Listing Rules and admission to trading on the
London Stock Exchange's market for listed securities becoming effective in
accordance with the London Stock Exchange's Admission and Disclosure Standards


'Application Form'

the application form accompanying this document by which Qualifying Shareholders
may apply for Open Offer Shares under the Open Offer


'Arbuthnot'

Arbuthnot Securities Limited, a private limited company registered in England
and Wales under company number 00762818 and authorised and regulated by the FSA
(no. 114265) and a member of the LSE


'Articles' or 'Articles of Association'

the articles of association of the Company


'Audit Committee'

the audit committee of the Directors


'Bet Direct'

the telephone and internet betting business carried on by Littlewoods Promotions
and sold by the Company in July 2006


'Board' or 'Directors'

the directors of the Company as at the date of this document


'BoS'

Bank of Scotland plc, having its registered office at The Mound, Edinburgh EH1
1YZ


'Business Day'

a day (other than Saturday or Sunday or a bank holiday) on which banks are
generally open for normal banking business in the City of London


'Company' or 'Sportech'

Sportech PLC, a public limited company registered in Scotland under company
number SC069140


'Completion'

completion of the Acquisition Agreement


'Consolidation'

the proposed consolidation of the 5p Ordinary Shares into 50 pence Ordinary
Shares


'Consolidation Record Date'

the date of the EGM


'CREST'

the system for the paperless settlement of trades in securities and the holding
of uncertificated securities in accordance with the CREST Regulations


'CREST Regulations'

the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended
from time to time


'Deferred Consideration'

the deferred consideration to be paid under the terms of the Acquisition
Agreement in two amounts each of £3 million on the first and second
anniversaries of the date of Completion


'EEA State'

a state which is a contracting party to the agreement on the European Economic
Area signed at Oporto on 2 May 1992 as it has effect for the time being as at
the date of this prospectus, being: Austria, Belgium, Cyprus, the Czech
Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland,
Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, The
Netherlands, Norway, Poland, Portugal, The Slovak Republic, Slovenia, Spain,
Sweden and the United Kingdom


'e-gaming'

gambling conducted via the internet or through other remote means


'Enlarged Group'

the Group as enlarged by the proposed Acquisition


'Enlarged Issued Share Capital'

the issued ordinary share capital of Sportech immediately following the issue of
the New Ordinary Shares


'Existing Ordinary Shares'

the 592,074,138 5 pence Ordinary Shares in issue at the date of this document


'Extraordinary General Meeting' or 'EGM'

the extraordinary general meeting of the Company expected to be held at 10.00
a.m. on 30 November 2007 at the offices of Kirkpatrick & Lockhart Preston Gates
Ellis LLP at 110 Cannon Street, London EC4N 6AR


'Firm Placed Shares'

the 11,779,786 New Ordinary Shares conditionally placed by Investec with
institutional and certain other investors which are not subject to any clawback
to satisfy valid applications from Qualifying Shareholders under the Open Offer


'Football Gaming'

Littlewoods Pools, Zetters Pools and the Company's Spot the Ball, Premier 10,
Treble Chance, Littlewoods Lotto 3 and Littlewoods Lotto 4 products


'FSA'

the Financial Services Authority


'FSMA'

the Financial Services and Market Act 2000, as amended


'Guarantors'

means Sportech and Littlewoods Gaming as the date hereof and such other non
dormant subsidiaries of Sportech as accede to the New Facility Agreement before
and, in the case of Vernons Games, Vernons Trustee Company and Vernons Financial
Services, after Completion


'Group'

the Company and its subsidiaries at the date of this document


'HMRC'

Her Majesty's Revenue & Customs


'Investec'

Investec Bank (UK) Limited, a private limited company registered in England and
Wales under company number 00489604, acting through its division Investec
Investment Banking


'Issue Price'

100 pence per New Ordinary Share


'Ladbrokes'

Ladbrokes PLC, a public limited company registered in England and Wales under
company number 0566221


'LIBOR'

London Interbank Offered Rate


'Listing Rules'

the listing rules made by the UK Listing Authority for the purposes of Part VI
of the FSMA


'Littlewoods Gaming'

Littlewoods Gaming Limited, a wholly owned subsidiary of Sportech, a private
limited company registered in England and Wales under company number 04118085


'Littlewoods Leisure'

the betting and gaming division of Littlewoods Organisation acquired by the
Company in September 2000


'Littlewoods Lotteries'

Littlewoods Lotteries Limited, a private limited company registered in England
and Wales under company number 02884057


'Littlewoods Organisation'

Littlewoods Limited, a private limited company registered in England and Wales
under company number 00262152, the name of which was The Littlewoods
Organisation plc until 21 September 2000 and which re-registered as a private
limited company on 1 November 2002


'Littlewoods Pools'

the football pool business carried on by Littlewoods Promotions


'Littlewoods Promotions'

Littlewoods Promotions Limited, a wholly owned subsidiary of Sportech, a private
limited company registered in England and Wales under company number 00545018


'London Stock Exchange' or 'LSE'

London Stock Exchange plc


'New BoS Funding Arrangements'

means the New Facility Agreement, the New Working Capital Facility Agreement and
all guarantees and security provided or to be provided by the Group or the
Enlarged Group to secure obligations thereunder


'New Facility Agreement'

means the conditional facilities agreement dated 7 November 2007 between, inter
alia, BoS (in various capacities) and Sportech setting out the terms pursuant to
which the term loan and guarantee facilities (totalling £116 million) referred
to therein will be made available to Sportech, such agreement including a
guarantee from the Guarantors of sums due under the New BoS Funding Arrangements
and certain other documents


'New Issue'

the issue of New Ordinary Shares to be made pursuant to the Placing and Open
Offer


'New Ordinary Shares'

the 41,445,189 new 50 pence Ordinary Shares to be issued pursuant to the Placing
and Open Offer


'New Working Capital Facility Agreement'

means the conditional agreement constituted by the acceptance by Sportech and
certain of its subsidiaries of a letter from BoS dated 7 November 2007 setting
out the terms pursuant to which BoS will provide up to £14 million of working
capital facilities to borrowers thereunder and to which Vernons Games, Vernons
Trustee Company and Vernons Financial Services will accede after Completion


'Official List'

the Official List of the UK Listing Authority


'Open Offer'

the conditional offer made by Investec, as agent for the Company, inviting
Qualifying Shareholders to subscribe for the Open Offer Shares at the Issue
Price


'Open Offer Entitlements'

entitlements allocated to Qualifying Shareholders to subscribe for Open Offer
Shares under the Open Offer


'Open Offer Shares'

the New Ordinary Shares available to Qualifying Shareholders under the Open
Offer


'Ordinary Shares'

5 pence Ordinary Shares and 50 pence Ordinary Shares


'5 pence Ordinary Shares'

ordinary shares of 5 pence each in the capital of the Company at the date of
this document


'50 pence Ordinary Shares'

ordinary shares of 50 pence each in the capital of the Company following the
Consolidation


'Overseas Shareholders'

holders of Ordinary Shares with registered addresses outside the United Kingdom
or who are citizens of, incorporated in, registered in, or otherwise resident
in, countries outside the United Kingdom


'Placing'

the conditional placing of the Firm Placed Shares and Open Offer Shares by
Investec as agent for the Company pursuant to the Placing Agreement subject
(other than in respect of the Firm Placed Shares) to recall to satisfy valid
applications under the Open Offer, as described in this document


'Placing Agreement'

the agreement dated 7 November 2007 between Sportech and Investec relating to
the Placing and Open Offer


'Proposals'

the Acquisition, the Consolidation, the adoption of the Performance Share Plan,
the amendment of the Articles, the Placing and the Open Offer and the New BoS
Funding Arrangements


'PSP' or 'Performance Share Plan'

The Sportech Performance Share Plan


'Qualifying CREST Shareholders'

Qualifying Shareholders whose Existing Ordinary Shares on the Company's register
of members on the Record Date are held in uncertificated form in CREST


'Qualifying Shareholders'

holders of 5 pence Ordinary Shares on the register of members of the Company on
the Record Date, excluding certain Overseas Shareholders


'Record Date'

the close of business on 5 November 2007


'Remuneration Committee'

the remuneration committee of the Directors


'Resolutions'

the resolutions numbered 1 to 4 set out in the notice of Extraordinary General
Meeting


'Shareholder'

a holder of Ordinary Shares


'Share Option Schemes'

the share option schemes entered into by the Company on 4 September 2000, in
both HMRC approved and unapproved form


'Stock Account'

an account within a member account in CREST to which a holding of a particular
share or other security in CREST is credited


'Subscription'

the subscription for 11,846,284 New Ordinary Shares by Newby Manor Limited,
which has agreed to take up such shares under the terms of the Open Offer by way
of an irrevocable undertaking dated 5 November 2007


'Subscription Shares'

the 11,846,284 Open Offer Shares which Newby Manor Limited has undertaken to
take up in the Open Offer under the Subscription


'UK' or 'United Kingdom'

the United Kingdom of Great Britain and Northern Ireland, its territories and
dependencies


'UK Listing Authority' or 'UKLA'

the FSA acting in its capacity as the competent authority for the purposes of
Part VI of the FSMA


'Vernons'

the pools business of Vernons Pools and its related assets, the shares of
Vernons Games Limited, Vernons Trustee Company Limited and Vernons Financial
Services Limited


'Vernons Pools'

Vernons Pools Limited, a private limited company registered in England and Wales
under company number 00935350


'Vernons Games'

Vernons Games Limited, a private limited company registered in England and Wales
under company number 01714462


'Vernons Trustee Company'

Vernons Trustee Company Limited, a private limited company registered in
Scotland under company number SC121262


'Vernons Financial Services'

Vernons Financial Services Limited, a private limited company registered in
England and Wales under company number 02122895


'Working Capital Facility Agreement'

the facility letter from BoS addressed to Sportech (and various of its
subsidiaries) dated 10 August 2000 under the terms of which BoS agreed to
provide working capital facilities to Sportech and various of its subsidiaries
(as amended, varied and supplemented from time to time)


'Zetters Pools' the football pools business acquired by Littlewoods Promotions
from Zetters International Pools Limited in August 2002 and carried on since
then by Littlewoods Promotions



This summary should be read in conjunction with the full text of this
announcement.


This announcement does not constitute, or form any part of, an offer or an
invitation to purchase any securities.


Civil liability attaches to the Company and the Directors who are responsible
for the contents of this summary, including any translation of this summary, but
only if this summary is misleading, inaccurate or inconsistent when read
together with the other parts of this document. Where any claim relating to
information contained in this document is brought before a court, the plaintiff
investor might, under the national legislation of the EEA States, have to bear
the costs of translating this document before any legal proceedings are
initiated.


This announcement does not constitute an offer of, or the solicitation of any
offer to buy, any Ordinary Shares to any person in any jurisdiction to whom or
in which such offer or solicitation is unlawful. The distribution of this
announcement in certain jurisdictions may be restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction.


Investec Investment Banking, a division of Investec Bank (UK) Limited, which is
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for the Company as sponsor, joint broker and underwriter and for no
one else in relation to the matters described in this announcement and will not
be responsible to anyone other than the Company for providing the protections
afforded to customers of Investec Investment Banking or for providing advice in
relation to the subject matter or contents of this announcement.


For further information please contact:

Sportech PLC

Ian Penrose, Chief Executive 0151 288 3561

Steve Cunliffe, Finance Director 0151 288 3561


Investec

James Grace / Patrick Robb 0207 597 5180


Arbuthnot

Neil Kirton / Nick Marsh 0207 012 2000


Bell Pottinger Corporate & Financial

David Rydell / Emma Kent / Rosanne Perry 0207 861 3232



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