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.
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
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.
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.