Departing Directors’ Statement

Section 430(2B) Companies Act 2006 Statement

The following information is provided in accordance with section 430(2B) of the Companies Act 2006.

As announced on 18 September 2017, Ian Penrose and Mickey Kalifa are stepping down from their current roles as Chief Executive Officer and Chief Financial Officer respectively and from the Board of Sportech plc. Mr Penrose’s employment will end on 31st December 2017 and Mr Kalifa’s employment will end on 31st October 2017.

The following arrangements in respect of their employment and remuneration have been determined by the Group’s Remuneration Committee. All payments and arrangements are in line with the Company’s Directors’ Remuneration Policy approved by shareholders at the AGM in April 2017. Further details will be included in the Company’s 2017 Annual Report, to be published in the spring of 2018.

Mr Penrose and Mr Kalifa will continue to receive their salary and contractual benefits up until the end of their respective employments.
Following the end of his employment, Mr Penrose will be entitled to receive a payment of £1,000 in consideration of obligations agreed with the Company in respect of the period of six months following the end of his employment, £448,920 as damages for breach of contract in respect of his notice period (which equates to 12 months’ salary and benefits under his contract of employment), a payment of £50,000 as compensation for loss of office together with a payment of £15,340 in lieu of ten days’ holiday accrued but untaken.
Following the end of his employment Mr Kalifa will be entitled to receive a payment of £254,000 (which equates to 12 months’ notice entitlement under his contract of employment) together with a payment of £50,000 as compensation for loss of office.
Mr Penrose and Mr Kalifa will remain entitled to receive an annual bonus in respect of 2017, to be paid at the usual time and pro-rated to the end of their respective employments. These bonuses, which will be subject to malus and clawback provisions, will be determined by the Remuneration Committee in the normal way, considering the detailed financial and strategic objectives applying to such bonuses, save for certain strategic objectives irrevocably attained to date. The minimum bonus payment payable to Mr Penrose in respect of such objectives will be £159,600 and the minimum bonus payment payable to Mr Kalifa in respect of such objectives will be £81,915.
The following arrangements apply to the long-term incentive awards which will be outstanding on the dates when Mr Penrose and Mr Kalifa’s employments end:

Mr Penrose

The award granted to Mr Penrose in 2015 under the Sportech LTIP (LTIP) will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions. No pro-rating for time will be applied to this award.
The award granted to Mr Penrose in 2016 under the LTIP will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions, and will be pro-rated to reflect the period of time from 9 March 2016 to 9 March 2018 as compared to three years save that, where this award vests in the context of a takeover of the Company and the Remuneration Committee exercises its discretion to accelerate the vesting of all other outstanding awards granted under the LTIP, the pro-rating of this award will be calculated by reference to the period of time from 9 March 2016 to 9 March 2018 as compared to the period of time from 9 March 2016 to the date of the takeover.
All awards granted to Mr Penrose under the LTIP will continue to be subject to malus and clawback provisions.
Mr Penrose will be entitled to retain the shares issued to him pursuant to the Sportech PLC Value Creation Plan (VCP) and such shares will vest, subject to performance, on their normal vesting date (being 1 January 2022 or, if earlier, the date of a takeover or demerger of the Company). The number of shares that will vest will be reduced to reflect the period of time from 31 December 2018 to the vesting date as compared to the period of time from 1 January 2017 to the vesting date. If the vesting date falls on or before 31 December 2018 (that is, as a result of a takeover or demerger), Mr Penrose’s VCP shares will vest in full.
Mr Kalifa

The award granted to Mr Kalifa in 2015 under the LTIP will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions, and will be pro-rated to reflect the period of time from the date of grant to 31 December 2017 as compared to three years.
The award granted to Mr Kalifa in 2016 under the LTIP will vest in line with its original vesting date, subject to the satisfaction of the original performance conditions, and will be pro-rated to reflect the period of time from 9 March 2016 to 31 December 2017 as compared to three years save that, where this award vests in the context of a takeover of the Company and the Remuneration Committee exercises its discretion to accelerate the vesting of all other outstanding awards granted under the LTIP, the pro-rating of this award will be calculated by reference to the period of time from 9 March 2016 to 31 December 2017 as compared to the period of time from 9 March 2016 to the date of the takeover.
All awards granted to Mr Kalifa under the LTIP will continue to be subject to malus and clawback provisions.
Mr Kalifa will be entitled to retain the shares issued to him pursuant to the VCP and such shares will vest, subject to performance, on their normal vesting date (being 1 January 2022 or, if earlier, the date of a takeover or demerger of the Company). The number of shares that will vest will be reduced to reflect the period of time from 6 September 2018 to the vesting date as compared to the period of time from 1 January 2017 to the vesting date. If the vesting date falls on or before 6 September 2018 (that is, as a result of a takeover or demerger), Mr Kalifa’s VCP shares will vest in full.

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.
As previously announced, David McKeith resigned as a Non-Executive Director of the Company on 23 August 2016.
The Company confirms that David McKeith will receive three months’ Board, Audit and Remuneration Committee fees in lieu of notice at the rates set out in the Company’s 2015 Annual Report & Accounts. No other remuneration payment will be made by the Company to Mr McKeith.

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.

As previously announced, Roger Withers resigned as Non-Executive Chairman of the Company on 24th May 2017. The Company confirms that Roger Withers will receive his annual Chairman’s fee set out in the Company’s 2016 Annual Report & Accounts on a pro-rata basis up to and including 24th May 2017 and a settlement of £30,000 for three months’ notice, per his contracted terms with the Company.

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.

Rich Roberts’ resignation from the Sportech PLC Board was accepted on 14 July 2016.

He was subject to a twelve month contractual notice period and will receive a payment in lieu of such notice period. He will continue to work with the Company until 1 September 2016 for no additional remuneration in order to ensure a successful handover of his duties.

He will be eligible for a pro-rated bonus in respect of the 2016 financial year, dependent upon meeting certain performance criteria, payable at the same time as performance bonuses for 2016 are paid to active employees.

Long-term incentive awards granted in 2014 and 2015 will, to the extent the relevant performance criteria has been met and pro-rated for the proportion of the performance period served, vest at the normal vesting date. No award was granted in 2016.

Save as set out above, no payments for loss of office have been made to Rich Roberts.

Full details of the remuneration payments made to Rich will be set out in the 2016 Directors’ Remuneration Report.

The following information is provided in accordance with Section 430(2B) of the Companies Act 2006.

As previously announced, Peter Williams resigned as a Non-Executive Director of the Company on 17 May2016.

The Company confirms that Peter Williams received pro-rated Board, Audit and Remuneration Committee fees up to and including 17 May 2016 at the rates set out in the Company’s 2015 Annual Report & Accounts. No other remuneration payment will be made by the Company to Peter after he ceased to be a Non-Executive Director of the Company, nor will any payment for loss of office be made.

Sportech PLC (“Sportech” or the “Group”)

Termination of discussions with Contagious Gaming Inc. (“Contagious Gaming”)

The Board of Sportech announces that it has not received an offer proposal from Contagious Gaming which is capable of being implemented or recommended. Accordingly, discussions with Contagious Gaming regarding a potential offer for Sportech have now been terminated.

This statement is subject to Rule 2.8 of the City Code on Takeovers and Mergers and has been made with the approval of Contagious Gaming.

The Board has recently received more than one preliminary proposal in respect of The Football Pools and will be reviewing the terms of these proposals in due course. A further announcement will be made if appropriate.

The Board remains focused on developing the growth opportunities for each of the Group’s divisions and on maximising value for shareholders.

For further information, please contact:

Sportech PLC 020 7268 2400
Ian R Penrose, Chief Executive Cliff Baty,
Chief Financial Officer

Brunswick Group LLP 020 7404 5959
Mike Smith
Stuart Donnelly
[email protected]

Investec Bank PLC 020 7597 5169
Patrick Robb
Henry Reast

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/investors.

Other
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.

Sportech PLC (“Sportech” or the “Company”)

Further extension to deadline under Rule 2.6(c) of the City Code on Takeovers and Mergers (the “Code”)

On 14 August 2015 the Board of Sportech announced that it had 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.

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.

The deadline for Contagious Gaming to 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, was originally 5.00 p.m. on 11 September 2015. This was subsequently extended, with the consent of the Panel on Takeovers and Mergers (the “Panel”), to by no later than 5.00 p.m. on 9 October 2015.

In accordance with Rule 2.6(c) of the Code, the Board of Sportech have requested that the Panel extend the relevant deadline, as referred to above, to enable the parties to continue their discussions regarding a possible offer. Accordingly, an extension has been granted by the Panel and Contagious Gaming must, by no later than 5.00 p.m. on 6 November 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 Panel.

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.

This announcement has not been made with the agreement or approval of Contagious Gaming.

Enquiries:

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 Sportech) Tel: +44 (0)20 7597 4000

Chris Treneman
James Rudd Patrick Robb (Corporate Broking)
Henry Reast (Corporate Broking)

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.

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.

Other
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.

Sportech PLC (“Sportech” or the “Company”)

Extension to deadline under Rule 2.6(c) of the City Code on Takeovers and Mergers (the “Code”)

On 14 August 2015 the Board of Sportech announced that it had 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.

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.

In accordance with Rule 2.6(a) of the Code, Contagious Gaming was required, by not later than 5.00 p.m. on 11 September 2015, to 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.

In accordance with Rule 2.6(c) of the Code, the Board of Sportech have requested that the Panel on Takeovers and Mergers (the “Panel”) extend the relevant deadline, as referred to above, to enable the parties to continue their discussions regarding a possible offer. Accordingly, an extension has been granted by the Panel and Contagious Gaming must, by no later than 5.00 p.m. on 9 October 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 Panel.

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.

This announcement has not been made with the agreement or approval of Contagious Gaming.

Enquiries:
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 Sportech) Tel: +44 (0)20 7597 4000

Chris Treneman
James Rudd
Patrick Robb (Corporate Broking)
Henry Reast (Corporate Broking)

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.

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/investors

Other
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.