RNS Number : 7963H
Sportech PLC
07 December 2020
 

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.

 

7 December 2020

 

Sportech PLC

("Sportech", the "Company" or the "Group")

 

Publication of Circular and Notice of General Meeting

 

Further to the announcement of the proposed disposal of the Company's Global Tote Business (the "Disposal") on 1 December 2020, Sportech announces that a general meeting of the Company ("General Meeting") will be held at 8 Lockwood Court, Market Place, Pocklington, York, YO42 2QW at 10.00 a.m. on 24 December 2020.

 

The Disposal is subject to certain conditions, including Shareholder approval (including for the purposes of Rule 21.1 of the Code). Accordingly, the Company has today published an explanatory Circular (the "Circular") which has been approved by the Financial Conduct Authority and contains notice of the General Meeting. The Circular will be posted to Shareholders shortly.

 

The Circular has been submitted to the Financial Conduct Authority's National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

The Circular will also be available to view on the Company's website at https://www.sportechplc.com

In line with recent UK legislation in relation to holding company meetings during the COVID-19 pandemic, the General Meeting will be convened with a minimum quorum of Shareholders (which will be facilitated by the Group's management) in order to conduct the business of the General Meeting. Therefore, instead of attending the General Meeting, we ask Shareholders to vote by proxy on the Resolution and the Board recommends that Shareholders appoint the chairman of the General Meeting as their proxy and no-one else. In the interests of health and safety, Shareholders (and any appointed proxies (other than the chairman of the General Meeting) or corporate representatives) will not be admitted to the General Meeting.

 

All proxies should be received as soon as possible and, in any event, by no later than 10.00 a.m. on 22 December 2020.

 

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Circular.

 

- Ends -

 

For further information, please contact:

Sportech PLC

Giles Vardey, Chairman

Richard McGuire, Chief Executive Officer

Tom Hearne, Chief Financial Officer

 

Tel: +44 (0) 117 902 9000

 

Peel Hunt LLP - Sponsor, Rule 3 Adviser and Corporate Broker

George Sellar

Michael Nicholson

Andrew Clark

Will Bell

 

Tel: +44 (0) 20 7418 8900

 

Buchanan

Henry Harrison-Topham

Jamie Hooper

sportech@buchanan.uk.com

 

Tel: +44 (0) 20 7466 5000

 

 

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.

 

Additional information

 

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.sportechplc.com/investors/. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclose under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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