11 Sep 2023 07:01
11 September 2023
Sportech PLC
("Sportech" or the "Company")
Proposed cancellation of admission of Ordinary Shares to trading on AIM
Sportech (AIM:SPO) announces the proposed cancellation of admission of its ordinary shares of 10p each ("Ordinary Shares") to trading on AIM ("Cancellation"), re-registration as a private limited company ("Re-registration") and adoption of new articles of association ("New Articles").
The Board has undertaken a review to evaluate the benefits and drawbacks to the Company and its shareholders of its admission to trading on AIM. This review has acknowledged the significant burdens (financial and non-financial) associated with its status as a publicly traded company, particularly given the scale of the Sportech group's business. For this reason, the Board has concluded that Cancellation and Re-registration are in the best interests of the Company and its shareholders as a whole. A detailed explanation of these reasons is set out in the Appendix to this announcement.
A circular will be sent to shareholders setting out the background to and reasons for the proposed Cancellation, Re-registration and associated adoption of the New Articles ("Circular"). The Circular will also contain a notice convening a general meeting ("General Meeting") at which shareholders will be invited to consider and, if thought fit, approve the proposed Cancellation, Re-registration and associated adoption of the New Articles. The Circular is expected to be posted to shareholders in the second half of September.
To be passed, the resolution approving the Cancellation requires, pursuant to Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting. The resolution to approve the Re-registration and the associated adoption of New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting.
Should the Cancellation be approved by shareholders at the General Meeting, the Company intends to implement a matched bargain facility with a third party matched bargain facility provider. This will facilitate shareholders buying and selling Ordinary Shares on a matched bargain basis following the Cancellation.
Further details of the proposed Cancellation, Re-registration and associated adoption of New Articles will be set out in the Circular which, as noted above, is expected to be posted to shareholders in the second half of September.
For further information, please contact:
Sportech PLC
Richard McGuire, Executive Chairman Clive Whiley, Senior Independent Director
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Peel Hunt (Nominated Adviser & Broker)
George Sellar Andrew Clark Lalit Bose
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Tel: +44 (0) 20 7418 8900
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Notes to Editors:
About Sportech
Sportech operates in the gaming market and has two main businesses. Firstly, it runs Sports Bars and other betting venues in Connecticut, USA, where it has an exclusive license to offer pari-mutuel wagering, it also has a distribution agreement with the Connecticut Lottery Corporation to provide retail sports betting. Secondly, Sportech provides online gaming through two separate lines of business. Mywinners.com operates under an exclusive license to offer pari-mutuel betting online in Connecticut, while 123bet.com offers pari-mutuel betting online across the wider USA.
Important notices:
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Corporate Broker to Sportech and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Sportech for providing the protections afforded to clients of Peel Hunt, or for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this Announcement or any matter referred to herein.
APPENDIX
Background to and reasons for the Cancellation and Re-registration
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As shareholders will be aware, the Company undertook a share consolidation and subdivision and capital distribution in July 2023 (the "Share Capital Reorganisation"). Following the Share Capital Reorganisation becoming effective, the Board undertook a thorough review of the corporate costs being borne by the Company as a result of its status as a publicly traded company.
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Following that review, the Board has concluded that the Company's continued status as a publicly traded company is not appropriate given the scale of its business and, accordingly, the Cancellation and Re-registration are in the best interests of the Company and its shareholders as a whole for reasons including those set out below.
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§ Costs and regulatory burden: The considerable cost and management time and the legal and regulatory burden associated with maintaining the Company's admission to trading on AIM is, in the Board's opinion, disproportionate to the benefits of the Company's continued admission to trading on AIM. These costs: (a) amounted to approximately £450,000 in the year ended 31 December 2022; (b) contributed to the Sportech group's pre-tax loss of £934,000 in that period to a material extent; and (c) represented approximately 28 per cent. of the Sportech group's adjusted EBITDA of £1.6 million in that period. Given the lower costs associated with private limited company status, it is estimated that the Cancellation and Re-registration will materially reduce the Company's recurring administrative and adviser costs by approximately £450,000 per annum, which the Board believes can be better spent supporting and investing in the Sportech group's business.
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§ Lack of liquidity: Notwithstanding the Share Capital Reorganisation, there continues to be limited liquidity in the Ordinary Shares. As a result, the Board believes that shareholders are not provided with the opportunities to trade in meaningful volumes or with frequency in an active market in Ordinary Shares.
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§ Market volatility: As a result of the limited liquidity in Ordinary Shares described above, small trades in Ordinary Shares can have a significant impact on price and therefore market valuation, which, the Board believes, in turn has a materially adverse impact on: (a) the Company's status within its industry; (b) the perception of the Company amongst its customers, suppliers and other partners; (c) staff morale; and (d) the Company's ability to seek appropriate financing or realise an appropriate value for any material future disposal(s).
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§ Challenges related to the Company's position as a micro-cap stock: Growing the Company, a UK micro-cap stock, comes with a range of challenges, which, in the Board's view, stem from the Company's small market valuation, limited resources, and the dynamic nature of the market. These challenges include, but are not limited to: (a) access to capital; (b) a lack of visibility among analysts, media and potential investors; (c) increased volatility in Company valuation unrelated to company performance leading to higher risk perception; and (d) an aversion from potential investors, seeking stability and a valuation that aligns with Company performance.
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§ Strategic flexibility: The Board believes that a private limited company can take and implement strategic decisions more quickly than a company which is publicly traded as a result of the more flexible regulatory regime that is applicable to a private company.
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Therefore, following careful consideration, the Board believes that it is in the best interests of the Company and shareholders to seek the proposed Cancellation, Re-registration and associated adoption of New Articles. |