Result of Tender Offer
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.
14 October 2021
("Sportech" or the "Company")
Result of Tender Offer,
Purchase of Own Shares
Total Voting Rights
Sportech (AIM: SPO), an international betting technology business is pleased to announce the final results of the Tender Offer, details of which were set out in the circular published by the Company on 6 August 2021 (the "Circular"). The Tender Offer closed at 1:00 p.m. on 13 October 2021. Capitalised terms in this announcement shall, unless the context provides otherwise, have the meanings given to them in the Circular.
The maximum aggregate number of Shares that can be purchased pursuant to the Tender Offer is 88,751,257 Shares (representing 47.02 per cent. of the Company's issued share capital). The Tender Price is 40 pence per Share.
The Tender Offer was oversubscribed with a total of 137,080,127 Shares (representing 72.62 per cent. of the Company's issued share capital) being validly tendered by Shareholders under the Tender Offer. Shareholders who validly tendered Shares equal to or less than their Basic Entitlement will have their tender accepted in full. Shareholders who validly tendered Shares in excess of their Basic Entitlement will have their tender accepted in respect of their Basic Entitlement plus approximately 21.33 per cent. of the number of Shares in excess of their Basic Entitlement that they validly tendered.
After application of the scale-back mechanism, a total of 88,751,257 Shares will, therefore, be purchased under the Tender Offer (representing 47.02 per cent. of the Company's issued share capital). The total value which will be returned to Shareholders pursuant to the Tender Offer will be £35.5 million.
Under the terms of the Repurchase Agreement, Peel Hunt has a put option, exercisable on 14 October 2021, to require the Company to purchase from Peel Hunt the Shares purchased by it pursuant to the Tender Offer at the Tender Price. The Shares purchased by the Company pursuant to the exercise of the put option will be cancelled (the "Cancellation"). Peel Hunt has indicated to the Company that it intends to exercise the put option. If the put option is not exercised as currently anticipated, the Company will inform its Shareholders by a further announcement made through a Regulatory Information Service.
Following the Cancellation, the Company's issued share capital will be 100,000,000 Shares and the total number of voting rights in the Company will be 100,000,000. This figure 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, the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
It is expected that cheques for Tender Offer proceeds in respect of successfully tendered Shares will be dispatched and CREST payments made on 21 October 2021. Any queries concerning the calculation of accepted tenders and administration of the Tender Offer should be addressed to Link on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Giles Vardey, Chairman
Andrew Lindley, Chief Executive Officer
Nicola Rowlands, Chief Financial Officer
Peel Hunt (Nominated Adviser & Broker)
Tel: +44 (0) 20 7418 8900
Buchanan (Financial Communications)
Tel: +44 (0) 20 7466 5000
This announcement has been issued by and is the sole responsibility of the Company.
Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting for Sportech Group Plc in relation to the Tender Offer and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Peel Hunt LLP nor for providing any advice in relation to the Tender Offer and/or any other matter referred to in this announcement.
Notes to Editors
Sportech PLC, an international betting technology business, delivers solutions and services for gaming companies and lottery clients in highly regulated markets. Sportech also owns and operates gaming venues and digital betting platforms in Connecticut under exclusive licences.