21 Mar 2017 17:52
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 March 2017
Sportech PLC
("Sportech" or the "Company")
Result of Tender Offer, Directors' Interests and Total Voting Rights
The Company today announces the results of the Tender Offer set out in the Circular published by the Company on 10 March 2017 (the "Circular"). The Tender Offer closed at 1.00 p.m. on 20 March 2017.
Result of Tender Offer
Under the Tender Offer, Shareholders representing 168,450,227 ordinary shares representing approximately 82% of the Company's issued share capital, validly tendered 128,584,543 Shares. As a result, the Basic Entitlement of all Qualifying Shareholders who have validly tendered their Shares, amounting to 16,584,349 Shares, will be accepted in full and excess tender applications will be satisfied to the extent of approximately 3.6 per cent. of the excess Shares tendered.
Accordingly, a total of 20,623,804 Shares will be purchased by the Company at a Tender Price of £1.015 representing an aggregate consideration of £20.9 million. The Ordinary Shares to be purchased under the Tender Offer for cancellation represent approximately 10.0 per cent. of the Company's issued ordinary share capital.
It is anticipated that the proceeds payable under the Tender Offer to Shareholders who hold their Ordinary Shares in certificated form will be despatched by 28 March 2017 in the form of a cheque. Those shareholders who hold their Ordinary Shares in uncertificated form will have their CREST accounts credited by 28 March 2017.
As set out in the Circular, the Ordinary Shares will be purchased by Investec pursuant to the Tender Offer and the Company will purchase such Ordinary Shares for cancellation from Investec under the terms of the Repurchase Agreement.
Directors' Interests
The Directors', who are Qualifying Shareholders, participation in the Tender Offer is set out below:
Director | No. of Shares prior to the Tender Offer | Per cent. of issued share capital prior to the Tender Offer | No. of Shares sold under the Tender Offer at £1.015 per Ordinary Share | Number of Shares following the Tender Offer | Per cent. of issued share capital following cancellation of the Tender Offer Shares |
Roger Withers | 112,079 | 0.05 | 12,015 | 100,064 | 0.05 |
Ian Penrose | 950,000 | 0.46 | 88,200 | 861,800 | 0.46 |
Maneck Kalifa* | 89,613 | 0.04 | 8,961 | 80,652 | 0.04 |
Richard McGuire | 300,000 | 0.15 | 30,000 | 270,000 | 0.15 |
* Familiar name Mickey.
Total Voting Rights
On completion of the Tender Offer and cancellation of the purchased Shares, the Company will have 185,614,244 Ordinary Shares in issue with voting rights. There are no ordinary shares held in treasury. Therefore, the total number of voting rights in Sportech is 185,614,244.
The above figure (185,614,244) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Sportech PLC under the Disclosure and Transparency Rules.
Terms used in this announcement and not otherwise defined herein have the same meanings given in the circular containing the formal terms and conditions of the Tender Offer sent to Shareholders on 10 March 2017.
This announcement contains inside information.
Capitalised terms used in this announcement have the same meanings given to them in the Circular.
Enquiries:
Sportech PLC | 020 7268 2400 |
Ian Penrose, Chief Executive | |
Mickey Kalifa, Chief Financial Officer | |
Brunswick Group | 020 7404 5959 |
Mike Smith | sportech@brunswickgroup.com |
Stuart Donnelly | |
Investec Bank plc | 020 7597 5970 |
Patrick Robb | |
Henry Reast |
Form for Notification and Public Disclosure of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them:
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| (i) Roger Withers (ii) Ian Penrose (iii) Mickey Kalifa (iv) Richard McGuire
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
| (i) Chairman (ii) CEO (iii) FD (iv) Non-Executive Director
| |||
b)
| Initial notification /Amendment
| Initial
| |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
| Sportech PLC | |||
b)
| LEI
| N/A | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| ||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 50 pence each | |||
Identification code | GB00B28ZPV64 | ||||
b)
| Nature of the transaction
| Sale of shares under the Tender Offer | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
(i) 101.5p (ii) 101.5p (iii) 101.5p (iv) 101.5p
| 12,015 88,200 8,961 30,000
| ||||
d)
| Aggregated information | ||||
- Aggregated volume | n.a. | ||||
- Price | |||||
e)
| Date of the transaction
| 21 March 2017 | |||
f)
| Place of the transaction
| London Stock Exchange | |||