SPO.L Regulatory News (SPO)

30 Nov 2007 13:02

Sportech PLC30 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") Results of the EGM and Placing and Open Offer Sportech announces that, at the Extraordinary General Meeting of the Company(the "EGM") held earlier today, all of the resolutions set out in the notice ofthe meeting sent to shareholders on 7 November 2007, including those relating tothe Company's acquisition of the Vernons football pools business (the"Acquisition") and the Placing and Open Offer, were duly passed. Of the 41,445,189 New Ordinary Shares available under the Open Offer, 11,846,286New Ordinary Shares were the subject of an irrevocable undertaking to accept theOpen Offer and 11,779,786 New Ordinary Shares were the subject of an irrevocableundertaking not to take up the Open Offer. The shares subject to the irrevocableundertaking not to take up were placed firm with institutional investors. By11.00 a.m. on 29 November 2007, being the latest time for receipt of applicationforms and payment in full under the Open Offer, valid applications had beenreceived from Qualifying Shareholders in respect of 18,999,418 New OrdinaryShares, including the shares the subject of the irrevocable undertaking to takeup the Open Offer, representing 45.8 per cent. of the New Ordinary Sharesavailable under the Open Offer. 22,445,771 New Ordinary Shares not applied for by Qualifying Shareholders underthe Open Offer (including the shares the subject of the undertaking not to takeup the Open Offer) will be taken up by institutional investors under the Placingpursuant to the Placing Agreement. The 41,445,189 New Ordinary Shares to be issued pursuant to the Placing and OpenOffer will rank pari passu in all respects with the Ordinary Shares now in issuefollowing the consolidation of such Ordinary Shares into shares of 50p (asapproved at the EGM today). The Acquisition and the Placing and Open Offer remain conditional upon admissionof the New Ordinary Shares to the Official List and to trading on the LondonStock Exchange's market for listed securities ("Admission"). Application hasbeen made for Admission and it is expected that Admission will become effectiveand dealings in the New Ordinary Shares will commence at 8.00 a.m. on 3 December2007. Ian Penrose, chief executive of Sportech plc, said: "We have raised the full£41.4 million to secure the acquisition of Vernons and to accelerate the growthof the Company. It is a great vote of confidence in Sportech and the Company'sstrategy to reposition and revitalise the football pools business." Total Voting Rights In conformity with the FSA's Disclosure and Transparency Rules, the Companyconfirms that, following Admission, the Company's issued share capital willconsist of 100,652,603 ordinary shares with a nominal value of 50p each, withvoting rights ("Ordinary Shares"). The Company does not hold any Ordinary Sharesin treasury. The above figure of 100,652,603 Ordinary Shares may be used by shareholders inthe Company as the denominator for the calculations by which they will determineif they are required to notify their interest in, or a change to their interestin, the share capital of the Company under the FSA's Disclosure and TransparencyRules. Directors' Dealings 1. The Company's remuneration committee has today approved and granted the following nil cost option awards under the Company's new Performance Share Plan to the following executive directors: Director Position Number of 5 pence Total number of 5 pence ordinary ordinary shares shares over which share incentive under award awards held following notification Ian Penrose Chief Executive 4,243,902 9,243,902 Steve Cunliffe Finance Director and Company Secretary 1,609,756 1,609,756 In addition, awards were made to other senior executives of the Company inrespect of a total of 3,073,167 ordinary shares of 5p each. The awards will normally vest and become exercisable on the third anniversary ofgrant subject to continued employment and the satisfaction of relative totalshareholder return and share price growth performance conditions. Followingconsolidation of the Company's Ordinary Shares into shares of 50p each and thecompletion of the Open Offer (both as approved at today's EGM), the number ofshares under award referred to above will be adjusted down as appropriate. To the extent possible, the awards were granted as qualifying "EMI awards" forthe purposes of the Enterprise Management Incentive Scheme tax legislation,which enables awards to be made on a tax-efficient basis for the Company and thegrantee. No consideration was paid for the grant of the awards and no consideration isdue on the vesting of the awards. 2. Pursuant to the Open Offer: (a) Ian Penrose, the Chief Executive of Sportech, has taken up 75,000 New Ordinary Shares at a cost of £75,000 at the Issue Price, of which Mr Penrose has agreed to sell 15,000 New Ordinary Shares to Steve Cunliffe (a director of the Company) and 25,000 New Ordinary Shares to Jon Holmes (also a director of the Company), all at the Issue Price; and (b) John Barnes, a Non-Executive Director of Sportech, has taken up 25,000 New Ordinary Shares under his Open Offer Entitlement at a cost of £25,000 at the Issue Price. 3. Following Admission and the transfers referred to above: (a) Ian Penrose will own (in addition to options now and previously granted to him) a total of 335,000 Ordinary Shares, representing 0.33% of the current issued share capital of the Company; (b) John Barnes will own a total of 110,000 Ordinary Shares, representing 0.11% of the current issued share capital of the Company; (c) Steve Cunliffe will own (in addition to options now granted to him) a total of 15,000 Ordinary Shares, representing 0.01% of the current issued share capital of the Company; and (d) Jon Holmes will own a total of 25,000 Ordinary Shares, representing 0.02% of the current issued share capital of the Company. The notification of the above transactions is made in accordance with DTR 3.1.4R(1)(a). Substantial Shareholdings In accordance with the undertaking referred to above, Newby Manor Limited hastaken up its full entitlement under the Open Offer and will, upon Admission,hold a total of 28,769,552 Ordinary Shares. Definitions Certain terms used in this announcement are defined and have the same meaning asin the Company's prospectus dated 7 November 2007, unless the context requiresotherwise. -ends- For further information: 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 5160 Arbuthnot Neil Kirton / Nick Marsh 0207 012 2000 Bell Pottinger Corporate & Financial David Rydell / Emma Kent / Rosanne Perry 0207 861 3232 This announcement is for information only and does not constitute an offer orinvitation to acquire or dispose of any securities or investment advice in anyjurisdiction. Investec Bank (UK) Ltd , which is authorised and regulated in the United Kingdomby the Financial Services Authority, is acting for the Company as sponsor andjoint-broker in relation to the Open Offer and Acquisition and no-one else inconnection with the arrangements described in this announcement and will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Investec Bank (UK) Ltd or for advising any other personin connection with the arrangements described in this announcement. Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting for the Company asjoint-broker in relation to the Open Offer and Acquisition and no-one else inconnection with the arrangements described in this announcement and will not beresponsible to anyone other than the Company for providing the protectionsafforded to customers of Arbuthnot Securities Limited or for advising any otherperson in connection with the arrangements described in this announcement. This information is provided by RNS The company news service from the London Stock Exchange