Announcement 14th August 2015
Sportech PLC (“Sportech” or the “Company”)
Response to recent press speculation
The Board of Sportech notes the recent press speculation and confirms that it has received a proposal from Contagious Gaming Inc. (“Contagious Gaming“), a Toronto-listed gaming and software supplier, regarding a possible recommended offer for the whole of the issued and to be issued ordinary share capital of the Company.
Any recommended offer from Contagious Gaming, if made, would be at a premium to Sportech’s current share price of 62.63p as at 13 August 2015 and would comprise a majority in cash and the balance in new Contagious Gaming shares. In addition, Sportech shareholders would also receive approximately half of the net proceeds in the event of a successful VAT repayment claim* on the “Spot the Ball” game, with the balance going to the then enlarged Contagious Gaming group.
The proposal is subject to due diligence, Contagious Gaming raising suitable financing and Contagious Gaming receiving a significant level of support for the proposal from Sportech shareholders.
A further announcement will be made when appropriate. In the meantime, Sportech shareholders are advised by the Board to take no action. There can be no certainty that any formal offer for the Company will be forthcoming, nor as to the terms of any such formal offer.
In accordance with Rule 2.6(a) of the Code, Contagious Gaming Inc. must, by not later than 5.00 p.m. on 11 September 2015, either announce a firm intention to make an offer for Sportech in accordance with Rule 2.7 of the Code or 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. This deadline will only be extended with the consent of the Takeover Panel (“the Panel”).
This announcement has not been made with the agreement or approval of Contagious Gaming.
*Note regarding VAT repayment claim:
In March 2013, Sportech’s VAT claim in relation to “Spot the Ball” was successfully determined in the Group’s favour at the First-tier Tax Tribunal. In September 2014, this decision was reversed at the Upper Tribunal. The Group has been granted permission to appeal to the Court of Appeal. The appeal will be heard in November 2015. The claim is for approximately £97m including simple interest.
Sportech PLC Tel: +44 (0)20 7268 2400
Ian Penrose, Chief Executive
Cliff Baty, Chief Financial Officer
Investec Bank plc (Financial adviser and broker to Tel: +44 (0)20 7597 4000 Sportech) Patrick Robb
Brunswick Group LLP Tel: +44 (0)20 7404 5959
Mike Smith, Rosheeka Field
Dealing disclosure requirements
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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 disclosed 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 pm (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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Relevant securities in issue
In accordance with Rule 2.10 of the Code, Sportech confirms that, as at the close of business on 13 August 2015, its issued share capital comprised 206,238,048 ordinary shares of 50 pence each. The International Securities Identification Number for these securities is GB00B28ZPV64.
No offer or solicitation
This announcement does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Sportech website by no later than 12 noon on the business day following the date of this announcement: www.Sportechplc.com / www.sportechplc.com/media-and-news/press-releases/2015.
Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Sportech and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Sportech for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.