Schedule One - Sportech PLC | RNS | Ticker

Schedule One - Sportech PLC

RNS Announcement

RNS Number : 5498D

AIM

30 June 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Sportech plc ("Sportech")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Collins House

Rutland Square

Edinburgh

EH1 2AA

COUNTRY OF INCORPORATION:

United Kingdom (Scotland)

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.sportechplc.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Description:

The business of the Group and its principal activity is the operation of an exclusive retail pari-mutuel wagering business, principally in Connecticut, USA; an online pari-mutuel retail wagering platform and the provision of B2B lottery services.

Divisional split:

Sportech Venues

(37% of revenue in FY20)

The operator of legal pari-mutuel betting on horseracing, greyhound racing and Jai alai in the State of Connecticut under an in perpetuity licence, Sportech Venues offers online, mobile, call centre and retail betting with venues located across major population centres.

Key locations within the network offer food and beverage services in premium restaurant and sports bar environments.

Sportech Venues offers omni-channel betting entertainment through 12 physical retail locations and an online platform, www.mywinners.com, and holds the right to expand to up to 24 physical locations.

Sportech Lottery

(6% of revenue in FY20)

Sportech Lottery is a supplier of technology solutions to the global regulated Lottery industry.

Sportech's proprietary Lottery platforms have been servicing Lottery clients for over 24 years. Lottery handle totals for 2020 were significantly impacted by COVID-19 related closures.

Sportech Lottery's clients include the Dominican Republic's Loteria Electronica Internacional Dominicana (LEIDSA).

Discontinued activities

(56% of revenue in FY20)

The Group has recently completed the disposals of the 'Global Tote' and 'Bump 50:50' parts of its business which will therefore not be part of the Group on the Company's admission to AIM ("Admission").

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

188,751,257 ordinary shares of 20 pence each ("Ordinary Shares").

There are no restrictions on transferability of the Ordinary Shares.

No Ordinary Shares are currently held, or will be held, in treasury on Admission.

All Ordinary Shares in the capital of the Company are registered and may be held in either certificated or uncertificated form.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

There is no capital to be raised on Admission.

Based on the share price of 30.6 pence (as at close of business on the day immediately prior to the date of this document), the anticipated market capitalisation of the Company on Admission would be c.£58 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

The anticipated proportion of shares not in public hands on Admission is c.41%.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Giles Edwin Vardey (Non-Executive Chairman)

Richard Anthony McGuire (Chief Executive Officer)

Thomas ("Tom") Joseph Hearne (Chief Financial Officer)

Benjamin ("Ben") Richard Warn (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

As far as the Company is aware, the significant shareholders of the Company as at 29 June 2021 and their respective interests in the Company's share capital both prior to and on Admission are:

Shareholder	% of Sportech pre-Admission	% of Sportech on Admission
Lombard Odier Asset Management (Europe) Ltd	29.10	29.10
North Atlantic Smaller Companies Investment Trust PLC	11.66	11.66
Mr Richard Griffiths and entities	9.86	9.86
Artemis Investment Management LLP	6.66	6.66
Oryx International Growth Fund	5.30	5.30
Schroder Investment Management	4.67	4.67
HSBC Securities	4.66	4.66
Bank of America Merrill Lynch	4.46	4.46
Spreadex Ltd	3.34	3.34
Citigroup	3.26	3.26
Directors
Richard Anthony McGuire	0.58	0.58
Thomas ("Tom") Joseph Hearne	0.01	0.01

Includes voting rights through financial instruments

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Newmark Knight Frank

McMillan LLP

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) N/A - existing issuer transferring to AIM from the Official List

(iii) 30 September 2021 (interim results for the 6 months ended 30 June 2021)

30 June 2022 (annual results for the 12 months ended 31 December 2021)

30 September 2022 (interim results for the 6 months ended 30 June 2022)

EXPECTED ADMISSION DATE:

28 July 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

NAME AND ADDRESS OF BROKER:

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A - Quoted Applicant

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The UK Corporate Governance Code 2018 (as published by the Financial Reporting Council)

DATE OF NOTIFICATION:

30 June 2021

NEW/ UPDATE:

New

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

The Ordinary Shares were listed on the Premium segment of the FCA's Official List and traded on the London Stock Exchange's main market for listed securities.

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

The Company was previously named Rodime plc which was listed on the London Stock Exchange on 25 February 1986. Rodime plc was a cash shell latterly. The Company changed its name to Sportech plc and commenced trading as the business it is today on 5 September 2000.

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Sportech confirms, following due and careful enquiry, that it has adhered to the legal and regulatory requirements applicable to companies whose securities are admitted to listing on the FCA's Official List and to trading on the London Stock Exchange's main market for listed securities.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

https://www.sportechplc.com/

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

The Group focuses on regulated markets worldwide and seeks to achieve long-term shareholder returns by leveraging Sportech's heritage, gaming licences, technologies, client relationships, investor engagement and smart capital deployment.

Strategic objectives for 2021 include:

1. Deliver significant capital return(s) to shareholders.

2. Strategically position to play our part in the State of Connecticut's expanded gaming initiative.

3. Evaluate and execute further corporate opportunities, delivering tangible investor returns.

4. Materially reduce the corporate cost base.

5. Assess organic and complimentary growth opportunities that deliver superior returns.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

There has been no significant change in the financial or trading position of Sportech since 31 December 2020, being the end of the last financial period for which audited financial statements have been published, save for the completion of the Global Tote Group disposal on 17 June 2021.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Sportech have no reason to believe that the working capital available to the Company or its Group will be insufficient for at least twelve months from the date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

Settlement will continue to be through the CREST system for Ordinary Shares held in uncertificated form. Shareholders can also deal based on share certificates.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

https://www.sportechplc.com/

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Please see the Appendix to this Schedule One announcement and the delisting circular which are available at https://www.sportechplc.com/

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

https://www.sportechplc.com/

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:

None.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

PAAFLMFTMTTTBMB

RNS metadata

Title: Schedule One - Sportech PLC
Time: 08:00:01
Date: 30 Jun 2021
Category: Capital structure
ID: 5498D