Circular Publication & Notice of General Meeting

RNS Number : 9142A

Sportech PLC

29 March 2017

 

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

29 March 2017

Sportech PLC

("Sportech" or the "Company")

Publication of Circular and Notice of General Meeting

On 2 March 2017, Sportech and OpCapita LLP ("OpCapita") announced that a conditional agreement had been entered into under which FP Acquisitions Limited, a newly incorporated private limited company controlled by funds advised by OpCapita, will acquire the Football Pools Business (the "Disposal") for a total cash consideration of £83.0 million on a debt free, cash free basis.

In view of its size, the Disposal is conditional, inter alia, upon the approval of Sportech Shareholders. The Company confirms that a Circular containing further details of the Disposal and a Notice convening a General Meeting of the Company to be held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS at 10 a.m. on 19 April 2017, has today been published and posted to Sportech Shareholders.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm and on the Company's website at: http://www.sportechplc.com.

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

For further information, please contact:

Sportech PLC	Tel: [phone]
Ian Penrose, Chief Executive Mickey Kalifa, Chief Financial Officer
Investec Bank PLC	Tel: [phone]
(Financial Adviser and Joint Broker to Sportech) Chris Treneman, Patrick Robb Henry Reast, William Godfrey
Peel Hunt LLP	Tel: [phone]
(Joint Broker to Sportech) Dan Webster, Adrian Trimmings
Brunswick Group LLP (Financial PR adviser to Sportech)	Tel: [phone] [e-mail]
Mike Smith, Stuart Donnelly
Disclaimer

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Sportech and for no one else in connection with the matters described in announcement and is not, and will not be, responsible to anyone other than Sportech for providing the protections afforded to its clients nor for providing advice in connection with the matters set out in this announcement.

Forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward‑looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward‑looking statements can be identified by the use of a date in the future or forward‑looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond Sportech's control.

Forward-looking statements include statements regarding the intentions, beliefs or current expectations of Sportech concerning, without limitation: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Sportech Group's operations; and (iii) the effects of global economic conditions on Sportech's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of Sportech to be materially different from any future results, performance or achievements expressed or implied by the forward‑looking statements. Important factors that could cause the actual results, performance or achievements of Sportech to differ materially from the expectations of Sportech include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulation (including licensing) and policy, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, the outcome of any litigation, the impact of any acquisitions or similar transactions, IT system and technology failures, political and economic uncertainty and other factors. Such forward-looking statements should therefore be construed in light of such factors.

Neither Sportech nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules and the Disclosure Guidance and Transparency Rules), Sportech is not under any obligation and Sportech expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with laws and regulations of any jurisdiction outside of England.

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. Shareholders are advised to read carefully the formal documentation in relation to the Disposal once it has been despatched. Any response to the proposals should be made only on the basis of the information in the formal documentation to follow.

 

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