19 Jul 2023 12:00
FOR IMMEDIATE RELEASE
19 July 2023
SPORTECH PLC
('Sportech' or the 'Company')
Results of General Meeting
Sportech, an international betting and technology business, is pleased to announce that, at the General Meeting of the Company held earlier today, all resolutions put to the Company's shareholders ("Shareholders") and voted on by way of poll were duly passed.
The results of the poll were as follows:
Resolution | For | Against | Withheld | Total votes cast |
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(*indicates special resolution) | No. of votes1 | % of shares voted2 | No. of votes | % of shares voted2 | No. of votes | % of total issued share capital | |
Resolution 1* | 73,635,473 | 99.94 % | 41,795 | 0.06 % | 2,500 | 73,677,268 | 73.68 % |
Resolution 2 | 67,675,357 | 99.94 % | 41,795 | 0.06 % | 5,962,616 | 67,717,152 | 67.72 % |
Resolution 3* | 67,037,885 | 99.00 % | 679,267 | 1.00 % | 5,962,616 | 67,717,152 | 67.72 % |
Resolution 4* | 67,672,440 | 99.98 % | 14,712 | 0.02 % | 5,992,616 | 67,687,152 | 67.69 % |
Resolution 5* | 73,630,803 | 99.98 % | 16,465 | 0.02 % | 32,500 | 73,647,268 | 73.65 % |
Notes:
1 Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
2 A vote withheld is not a vote in law and is not counted in the calculation of the percentage of the votes validly cast "for" or "against" a resolution.
The total number of shares in issue in capital of the Company as at 19 July 2022 was 100,000,000, with no shares being held in treasury. Accordingly, the total number of voting rights in the Company as at 19 July 2023 was 100,000,000.
Publication on website:
The full text of the resolutions proposed and passed at the General Meeting can be found in the Company's Shareholder Circular and Notice of General Meeting (the "Circular") which was published and posted to Shareholders on 28 June 2023 and is available on the Company's website at https://www.sportechplc.com/investors/.
A copy of this announcement is also available on the Company's website at www.sportechplc.com.
Share Capital Restructure
At the General Meeting, Shareholders approved, amongst other matters, the Share Capital Restructure as set out in more detail in the Circular.
The Share Capital Restructure consists of the 100,000,000 ordinary shares of one pence each in the capital of the Company ("Existing Ordinary Shares") being consolidated, on a 10,000 for one basis, into ordinary shares of £100 each in the capital of the Company and then immediately sub-divided into 10,000,000 ordinary shares of 10 pence each in the capital of the Company ("New Ordinary Shares"). The New Ordinary Shares will be equivalent in all respects to the Existing Ordinary Shares, including their dividend, voting and other rights.
Any New Ordinary Shares which represent fractional entitlements arising as a result of the Share Consolidation will be repurchased by the Company.
Admission of the New Ordinary Shares to trading on AIM
An application has been made to the London Stock Exchange plc for the admission to trading on AIM of the New Ordinary Shares, which is expected to become effective and dealings commence at or around 8.00 a.m. on 20 July 2023 ("Admission").
Total Voting Rights, ISIN and SEDOL
The New Ordinary Shares have a new ISIN and SEDOL code, and the number of total voting rights in the Company's issued share capital will strictly decrease as a result of the Share Capital Restructure. However, in practice, save for any changes connected to fractional entitlements arising as a result of the Share Consolidation, Shareholders' percentage holdings in the issued share capital of the Company will remain unchanged.
Upon Admission, the Company's issued share capital will consist of 10,000,000 New Ordinary Shares each with one voting right. The Company does not hold any ordinary shares in treasury. Immediately following Admission, this figure may be used by shareholders in the Company as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. However, this figure will change as a result of the repurchase of New Ordinary Shares representing fractional entitlements arising as a result of the Share Consolidation. A further announcement will be released following completion of such repurchase, which is expected to take place on 24 July 2023.
The ISIN and SEDOL code of the New Ordinary Shares will be GB00BRV2F192 and BRV2F19, respectively.
Unless otherwise defined, capitalised terms used in this announcement have the same meanings as ascribed to them in the Circular sent to Shareholders dated 28 June 2023.
Contacts:
Sportech PLC
Richard McGuire, Non-Executive Chairman Clive Whiley, Senior Independent Director
| enquiries@sportechplc.com
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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.