17 Dec 2020 17:29
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
17 December 2020
Sportech PLC
("Sportech" or the "Company")
Termination of discussions and reiteration of recommendation
Termination of discussions with Standard General L.P.
Following today's announcement by Standard General L.P. ("Standard General") that it does not intend to make an offer for Sportech, the Board of Sportech confirms that it has terminated talks with Standard General.
Since 3 December 2020, the Company has shared certain information with Standard General as part of a focused due diligence exercise in order for Standard General to be in a position to announce a firm intention to make an offer in accordance with Rule 2.7 of the Takeover Code. In parallel, the Company has maintained an open dialogue with its major shareholders.
Having considered the full terms and conditions of Standard General's proposal, and taking into account the views of the Company's major shareholders, the Board has concluded that the proposal did not adequately value the businesses and prospects of Sportech, in the light of both the execution risk attached to Standard General's proposal and the Company's other options to create shareholder value, including the proposed disposal of its Global Tote business to BetMakers Technology Group Ltd (the "Disposal").
Recommended disposal of the Global Tote business
Further to the Company's announcement on 1 December 2020 regarding the Disposal, the Board continues to believe the terms of the Disposal to be in the best interests of the Company and its shareholders.
Accordingly, the Board reiterates its recommendation that shareholders vote in favour of the resolution to approve the Disposal at the general meeting (the "Resolution") to be held at 8 Lockwood Court, Market Place, Pocklington, York YO42 2QW at 10.00 a.m. on 24 December 2020 (the "General Meeting").
In line with recent UK legislation in relation to holding company meetings during the COVID-19 pandemic, the General Meeting will be convened with the minimum quorum of shareholders (which will be facilitated by the Sportech group's management) in order to conduct the business of the General Meeting. The Company strongly urges shareholders to vote by proxy on the Resolution as early as possible, and the Board recommends that shareholders appoint the chairman of the General Meeting as their proxy and no-one else.
Unless proxy appointments (whether made online, via a CREST Proxy Instruction or by a hard copy form of proxy) are received by no later than 10.00 a.m. on 22 December 2020 (or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting), they will be invalid.
Further details concerning the submission of a proxy appointment are set out in paragraph 10 of Part I (Letter from the Chairman of Sportech) of the circular sent to shareholders dated 7 December 2020 which included notice of the General Meeting.
For further information please contact:
Sportech plc
Giles Vardey, Non-executive Chairman Tel: +44 (0) 117 902 9000
Richard McGuire, Chief Executive Officer
Tom Hearne, Chief Financial Officer
Peel Hunt (Financial and Rule 3 Adviser) Tel: +44 (0) 20 7418 8900
George Sellar / Michael Nicholson
Buchanan Tel: +44 (0) 20 7466 5000
Henry Harrison-Topham / Jamie Hooper
sportech@buchanan.uk.com
Important notice
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Sportech and for no one else in connection with the matters referred to 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 relation to the contents of, or matters referred to in, this announcement.