Proposed Disposal of the Football Pools Business

RNS Number : 3009Y

Sportech PLC

02 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

2 March 2017

Sportech PLC

("Sportech" or the "Company")

Proposed Disposal of the Football Pools Business for cash consideration of £83.0 million

Summary

Sportech and OpCapita LLP ("OpCapita") today announce that a conditional agreement has 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.

Sportech's Board believes that the Disposal is in the best interests of Shareholders for the following key reasons:

·    it represents an attractive opportunity to realise the value of the Football Pools Business following the successful implementation of its modernisation programme and as it continues to transition its business model in an increasingly competitive UK gaming market;

·    it will create a focused gaming business primarily based in the US and comprising the Racing and Digital (a leading global supplier of betting technology to the horseracing and sports industry) and Venues (the exclusive betting operator in Connecticut) divisions, operating in a market with attractive long term growth prospects underpinned by potential future regulatory change in the gaming industry;

·    it will provide the Retained Group with additional resources to invest in product and technology developments, the potential rollout of US venues in Connecticut and California and pursue other potential growth opportunities where the Board considers attractive returns on investment can be generated;

·    the Board considers that the Football Pools Business and the Retained Group, whose constituent parts do not have material synergies, would each benefit from the increased management focus which would be achieved through a separation; and

·    the net cash proceeds of the Disposal may enable the Sportech Group to provide a further return of capital to Shareholders, with the quantum and timing of such return to be determined by the Board following Completion of the Disposal. This would be in addition to the return of capital announced by the Company on 2 March 2017 (subject to, amongst other things, the availability of sufficient distributable reserves and the general ongoing capital requirements of the Retained Group).

The Disposal is conditional upon the Purchaser having obtained the necessary licences from the Gambling Commission and the passing of the Resolution by Sportech Shareholders at the General Meeting. A circular containing further details of the Disposal and the resolution to approve the Disposal (the "Resolution"), the Board's recommendation and irrevocable undertakings to vote in favour of the Resolution, and the Notice convening a General Meeting of the Company will be sent to Sportech Shareholders following the completion of the Tender Offer announced on 2 March 2017.

OpCapita has long studied the gaming and leisure sectors for investment opportunities and in The Football Pools, formed through the combination of predecessor brands Littlewoods, Vernons and Zetters, believes it has found an ideal acquisition. The business has a loyal customer base, providing a solid foundation on which to build, through new distribution channels, additional new games and fresh marketing.

The Football Pools is still planning to move into new premises in Liverpool city centre, a move that OpCapita fully supports as part of its commitment to growing the business.

Commenting on the Disposal, Ian Penrose, Chief Executive of Sportech, said:

"The sale of The Football Pools Business represents an important strategic development for Sportech, having established a strong platform for growth, following completion of an extensive and successful modernisation programme. We have delivered our objective of stabilising earnings, and are delighted to have concluded this deal for Sportech's shareholders, The Football Pools Business and its employees."

"On behalf of the Board, I would like to thank the management and employees of The Football Pools for their significant contribution to the Company and to wish them well for the future".

John Von Spreckelsen, Chairman of OpCapita, said:

"We are delighted to be acquiring The Football Pools, which occupies a unique place in British culture. Sportech has successfully modernised the business and we look forward to realising its significant growth potential. As part of that growth strategy, we plan to ensure existing loyal customers continue to enjoy the game and bring The Football Pools, already loved by so many, to an even wider audience".

"We look forward to partnering with Conleth Byrne and his team to help develop the company further and supporting the community with its commitment to charitable causes."

About Sportech

Sportech PLC is a sports gaming and entertainment Company and one of the world's leading pool and tote betting organisations.  We focus on highly regulated markets worldwide, with our largest activities in the US.  Globally we processed approximately $11.6 billion of bets during 2016, with a presence in 30 countries, including customers in most US states that permit such betting. The Company operates through 3 divisions: Sportech Racing and Digital, Sportech Venues, and The Football Pools, providing betting technology and operating systems and retail venues for betting on football (soccer), horseracing and greyhound racing. Headquartered in London, England, the Company also has operational offices in Connecticut, Atlanta, Toronto, California, New Jersey, Liverpool, Bristol, Netherlands, Germany, and Ireland.  For more information about Sportech PLC, please visit www.sportechplc.com. 

About OpCapita

Founded in 2006, OpCapita is a European private equity advisory firm specialising in the retail, consumer and leisure industries. OpCapita advised funds actively invest in companies where there is an opportunity to deliver improvements in profitability and create long-term, sustainable value.

OpCapita's team of in-house operating partners has decades of experience in consumer-facing businesses and a widespread network of contacts and specialists. The team adopts a hands-on approach to the companies in which it invests, drawing on exceptional management talent to deliver on its investments.

Over the past ten years, OpCapita has invested over €450 million in businesses in the UK, France, Germany and Spain. OpCapita closed its first dedicated fund, OpCapita Consumer Opportunities Fund LP, at the end of 2014. Its second dedicated, fund, OpCapita Consumer Opportunities Fund II LP, closed on €350m in 2016 and was significantly oversubscribed.

This summary should be read in conjunction with the full text of this announcement.

This announcement contains inside information.

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, James Rudd Patrick Robb, Henry Reast
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
Dean Street Advisers (Financial adviser to OpCapita) Kevin Berry	Tel: [phone]
Greenbrook Communications (Financial PR adviser to OpCapita) Andrew Honnor, Charlotte Balbirnie, Matthew Goodman	Tel: [phone]

This announcement has been issued by, and is the sole responsibility of Sportech. However, any statements of intention, belief or expectation within this announcement which are attributed to OpCapita are not statements of Sportech's intentions, beliefs or expectations.

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.

Sportech PLC

("Sportech" or the "Company")

Proposed Disposal of the Football Pools Business

Introduction

Sportech and OpCapita LLP ("OpCapita") today announce that a conditional agreement has 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 (the "Consideration").

The Consideration is payable in full and in cash on the date of Completion, subject to customary adjustments based on the amounts of working capital, debt and cash in the Football Pools Business at Completion. The Disposal will be effected through the sale of the assets and liabilities of The Football Pools Limited and Football Pools Games Limited (excluding certain specified assets and liabilities, in particular any rights, title, benefit and interest to, in or under, and any liability in relation to, the VAT Claim or the Associated VAT Claims, or any proceeds thereof, as well as historic liabilities of the transferring businesses) and the sale of the entire issued share capital of certain related subsidiary companies.

In view of its size, the Disposal constitutes a Class 1 transaction for Sportech under the Listing Rules, and Completion is therefore conditional upon, amongst other things, the passing of a resolution to approve the Disposal by Shareholders. Accordingly a circular containing details of the Disposal, the resolution to approve the Disposal (the "Resolution"), the Board's recommendation and irrevocable undertakings to vote in favour of the Resolution, and the Notice convening a General Meeting at which such approval will be sought will be published following the completion of the Tender Offer announced on 2 March 2017.

Background to and Reasons for the Disposal

Sportech is one of the world's leading pool betting and technology suppliers, focused on highly regulated markets worldwide, with three divisions: Racing and Digital, Venues and the Football Pools Business. Both the Racing and Digital division, which processed approximately US$11.6 billion of bets during 2016, and the Venues division, which principally operates venues in Connecticut alongside telephone and internet operations that service its exclusive and perpetual licence to provide pari-mutuel wagering on horse racing, greyhound racing and Jai Alai in the state, are primarily based in the US. The Football Pools Business, which is based in the UK, in the year ended 31 December 2016 contributed 28.8 per cent. of the Sportech Group's revenue and 63.0 per cent. of the Sportech Group's EBITDA and had net assets of £111.1 million as at 31 December 2016. As at that date the net liabilities subject to the Disposal total £2.7 million.

In response to reducing revenues and earnings caused by the introduction of the National Lottery in 1994, together with the rapid expansion of gambling products and digital technology, the Sportech Group initiated a modernisation programme for the Football Pools Business in 2006, designed to deliver earnings stability and future growth. To achieve this, the Football Pools Business needed to overhaul its technology platform and product range, with a view to, amongst other things, improving its customer retention rates, increasing its spend per head from core customers, recruiting new players and converting existing paper based players to online channels and direct debit payments. In addition, it was necessary for the Football Pools Business to modernise its operations and consolidate its customers into a single database, enabling greater cross-sell opportunities and a lower operating cost base.

The final stages in the Football Pools Business modernisation process were completed in the first half of 2016 after a number of years of heavy investment in new products, improved distribution, digital capability and operational efficiencies.

Whilst the Football Pools Business has achieved earnings stability, the Board believes that the Sportech Group has reached an important inflection point in its development, particularly as its predominantly US-focused Racing and Digital and Venues divisions are well positioned to capitalise on potential future opportunities in their respective markets. Accordingly, over the last two years the Board has been evaluating opportunities to realise the full potential of the Sportech Group's divisions whilst ensuring that the Sportech Group maintains an appropriate capital structure.

During the year ended 31 December 2016, the VAT Claim litigation in respect of the "Spot the Ball" game came to a successful outcome following the Supreme Court's decision on 8 December 2016 to refuse HMRC permission to appeal against the Court of Appeal's unanimous decision in favour of Sportech. The majority of the proceeds of the VAT Claim were received by the Sportech Group by 28 June 2016 (amounting to £93.9 million) and the Sportech Group expects to shortly receive the remaining balance of the proceeds of the VAT Claim (amounting to approximately £3 million).

The proceeds of the VAT Claim were partly used to pay down the Sportech Group's net debt through the prepayment and repayment of £68.1 million previously drawn down under the Sportech Group's revolving credit facility. The revolving credit facility was reduced from £75 million to £50 million in December 2016 and as at 31 December 2016 was not drawn. Following such pre-payment, the balance of the proceeds of the VAT Claim was £25.8 million, which has been subsumed within the Sportech Group's available cash facilities.

On 2 March 2017, and in view of the successful outcome of the VAT Claim litigation, the Board announced its intention to return approximately £20.0 million to Shareholders by way of a Tender Offer, to be implemented in the current tax year. A circular containing further details of the Tender Offer will be sent to Sportech Shareholders in due course.

Against this background, the Board believes that the Disposal is in the best interests of Shareholders as a whole for the following key reasons:

·           it represents an attractive opportunity to realise the value of the Football Pools Business following the successful implementation of its modernisation programme and as it continues to transition its business model in an increasingly competitive UK gaming market;

·           it will create a focused gaming business primarily based in the US and comprising the Racing and Digital (a leading global supplier of betting technology to the horseracing and sports industry) and Venues (the exclusive betting operator in Connecticut) divisions, operating in a market with attractive long term growth prospects underpinned by potential future regulatory change in the gaming industry;

·           it will provide the Retained Group with additional resources to further invest in product and technology developments and the potential rollout of US venues in Connecticut and California and to pursue other potential growth opportunities where the Board considers attractive returns on investment can be generated;

·           the Board considers that the Football Pools Business and the Retained Group, whose constituent parts do not have material synergies,  would each benefit from the increased management focus which would be achieved through a separation; and

·           the net cash proceeds of the Disposal may enable the Sportech Group to provide a further return of capital to Shareholders, with the quantum and timing of such return to be determined by the Board following Completion of the Disposal. This would be in addition to the return of capital announced by the Company on 2 March 2017 (subject to, amongst other things, the availability of sufficient distributable reserves and the general ongoing capital requirements of the Retained Group).

Information on the Football Pools Business

The Football Pools Business is the UK's largest and the world's oldest football pools business, comprising Littlewoods Pools, founded in 1923 and acquired in 2000, Zetters Pools, founded in 1933 and acquired in 2002, and Vernons Pools, founded in 1925 and acquired in 2007. The website www.footballpools.com was launched in 2007 and the three football pool brands were rebranded "The New Football Pools" at the start of the new football season in August 2008, as a result of the imminent cessation of the ten year licence to use the Littlewoods name, and then subsequently rebranded "The Football Pools".

The Football Pools Business offers a range of products including the Classic Pools, Premier 10, Jackpot 12, Soccer 6, MatchXtra, Spot the Ball and Lucky Clover, together with a full suite of online casino games.

The Football Pools has an experienced management team, led by Conleth Byrne (Managing Director), Carl Lynn (Finance Director) and Kevan Woodcock (Director of Technology), with a demonstrated track record of success in implementing the modernisation programme.

On 31 December 2016, the main Classic Pools game had 180,000 subscription customers (31 December 2015: 195,000). Over 64 per cent. of customers played by direct debit as at 31 December 2016 and, during the year ended 31 December 2016, 10,000 new subscription customers were recruited (31 December 2015: 18,000). Weekly spend per customer was £3.24 as at 31 December 2016.

The table below provides a summary of the financial results of the Football Pools Business for the financial years ended 31 December 2014, 2015 and 2016.

	Year ended 31 December 2014	Year ended 31 December 2015	Year ended 31 December 2016
	£m	£m	£m
Revenue	38.0	33.8	28.4
EBITDA	16.6	15.2	15.0
Normalised Operating profit	14.9	12.8	12.2

Note:

Normalised operating profit represents operating profit before exceptional income / costs, impairments, and amortisation of acquired intangibles.

As at 31 December 2016, the Football Pools Business had gross assets of £140.8 million and net assets of £111.1 million. The gross assets at 31 December 2016 that are subject to disposal total £7.0 million, and net liabilities total £2.7 million. Assets not disposed of include intercompany balances owing to the Football Pools Business by other members of the Sportech Group which will not transfer on Completion.

Summary of the Terms of the Disposal

The Disposal is being made pursuant to the terms of the Sale Agreement and other transaction agreements. Under the Sale Agreement, Sportech has agreed to sell (together with and through the relevant members of the Sportech Group) the assets and liabilities of The Football Pools Limited and Football Pools Games Limited (excluding certain specified assets and liabilities, in particular any rights, title, benefit and interest to, in or under, and any liability in relation to, the VAT Claim or the Associated VAT Claims, or any proceeds thereof) and the entire issued share capital of certain related subsidiary companies for cash consideration of £83.0 million on a debt free, cash free basis, subject to certain conditions to Completion. Sportech will retain historic liabilities of the transferring businesses. The Consideration is payable by the Purchaser in cash on Completion, subject to customary adjustments based on the amounts of working capital, debt and cash in the Football Pools Business at Completion.

The Sale Agreement contains certain warranties and indemnities given by each of Sportech and the Purchaser which are customary for a transaction of this nature. Completion of the Disposal is conditional on the Purchaser having obtained the necessary licences from the Gambling Commission and the passing of the Resolution at the General Meeting. The Purchaser is also entitled to terminate the Sale Agreement prior to Completion in certain circumstances.

In addition, Sportech has agreed the terms of a Transitional Services Agreement to be entered into between Sportech and the Purchaser on Completion, which will regulate the provision of services between the Retained Group and the Football Pools Business for a transitional period after Completion.

Sportech currently operates a defined benefit pension scheme for the benefit of a limited number of employees and former employees of The Football Pools Limited. The Sportech pension scheme comprises only deferred and pensioner members. Sportech will retain the Sportech pension scheme despite the Disposal.

Information on the Purchaser

The Purchaser is a newly incorporated private limited company that has been established for the purposes of acquiring the Football Pools Business from Sportech. The Purchaser is controlled by funds advised by OpCapita, a UK-based private equity advisory firm, specialising in the retail, consumer and leisure industries.

Use of Proceeds, Financial Effects of the Disposal and Future Strategy

The Board expects the net cash proceeds arising from the Disposal will be approximately £73 million, after estimated transaction costs of £2.0 million, tax arising on the Disposal of approximately £6.0 million and taking into account other adjustment under the sale agreement. Following Completion, the Retained Group is expected to have pro forma net cash of approximately £122.6 million, based on the Sportech Group's position as at 31 December 2016, had the Disposal had occurred on 31 December 2016.

Whilst the Disposal will be earnings dilutive in the short term, the Directors believe that it will provide significant financial resources to invest in product and technology development, rollout further potential US venues and exploit other potential growth opportunities where the Board considers attractive returns on investment can be generated and thereby enable the Sportech Group to create a more focused gaming business primarily based in the US. It is expected that central costs will decrease following the Disposal, reflecting the smaller scale of the Retained Group.

The Board will consider a further return of capital to Shareholders, in addition to the one announced today, from the net cash proceeds of the Disposal, with the quantum and timing of such return to be determined by the Board following Completion of the Disposal (subject to, amongst other things, the availability of sufficient distributable reserves and the general ongoing capital requirements of the Retained Group in connection with the growth strategy described above).

Dividends and Dividend Policy

Following the Disposal, the Board will consider the most appropriate ongoing dividend policy for the Retained Group, which will take into account the underlying performance, capital structure and investment opportunities of the Retained Group.

Sources of Historical financial information in this announcement

(1)   Unless otherwise specified, the historical financial information relating to the Football Pools Business has been extracted without material adjustment from the consolidation schedules which underlie Sportech's audited consolidated financial statements for the financial years ended 31 December 2014, 31 December 2015 and 31 December 2016. The Board believes that such numbers have been duly extracted.

(2)   Certain figures included in this announcement have been subject to rounding adjustments.

Appendix I

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

"Associated VAT Claims"	(i) any claims or right to claim arising (at any time) which are related to or associated with the VAT Claim, including but not limited to the claims for compound interest with references TC/2014/03675, TC/2014/06279, TC/2016/03666, TC/2016/03744-03746 inclusive, TC/ 2016/03748 and  HC09C01235 and (ii) any other claim or right to claim (at any time) relating to the overpayment or under-recovery of VAT and/or any related or associated claims arising (at any time) in respect of such claims
"Board"	the board of Directors of the Company
"Chairman"	Roger Withers, the non‑executive chairman of the Company
"Company" or "Sportech"	Sportech PLC, a public limited company incorporated in Scotland with registered number SC069140 and whose registered office is at Collins House, Rutland Square, Edinburgh, Midlothian, Scotland, EH1 2AA
"Completion"	completion of the Disposal in accordance with the provisions of the Sale Agreement
"Consideration"	has the meaning given in the paragraph titled "Introduction"
"Disposal"	the proposed disposal by the Company of the Football Pools Business to the Purchaser in accordance with the provisions of the Sale Agreement
"Directors"	the Executive Directors and Non‑Executive Directors of the Company
"Executive Directors"	the executive Directors of the Company, being currently Ian Penrose, Maneck Kalifa (familiar name Mickey) and Andrew Gaughan
"Football Pools Business"	the football pools business conducted by the Sportech Group and the transferring companies immediately prior to Completion: (i) at, or primarily at, its properties in Liverpool; or (ii) online through "www.footballpools.com", which primarily involves making available pool betting products in relation to football on a business to consumer basis in the UK through the football related games known as "Classic Pools", "Premier 10", "Goal Rush" and "Soccer 6", together with: (a) the games known as "Lotto", "Lucky Clover", "Spot the Ball",  and "49s"; and (b) such other football related games and such other gambling or lottery products and services as are marketed, processed or otherwise managed from, or primarily from, the properties in Liverpool or online through "www.footballpools.com" immediately before Completion, but excluding, for the avoidance of doubt, the business carried on immediately before Completion by Datatote (England) Limited and Sports Hub Private Limited
"General Meeting"	the general meeting of the Company, notice of which will be set out in a circular to be published
"HMRC"	Her Majesty's Revenue & Customs
"Listing Rules"	the Listing Rules made by the FCA for the purposes of Part VI of FSMA
"Non‑Executive Directors"	the non‑executive Directors of the Company, being currently Richard McGuire and the Chairman
"Purchaser"	FP Acquisitions Limited, a private limited company incorporated in England with registered number 10573569 and whose registered office is at 10 Norwich Street, London, United Kingdom, EC4A 1BD
"Resolution"	the resolution being proposed at the General Meeting to approve the Disposal and to grant the Directors authority to implement the Disposal
"Retained Group"	the Company and its subsidiaries and subsidiary undertakings from time to time (excluding, for the avoidance of doubt, the Football Pools Business after Completion), being the continuing business of the Sportech Group following Completion
"Sale Agreement"	the sale and purchase agreement dated 1 March 2017 entered into between the Company and the Purchaser in connection with the Disposal
"Shareholders"	the holders of Sportech Shares from time to time
"Sportech Group"	in respect of any time prior to Completion, the Company and its consolidated subsidiaries and subsidiary undertakings and, in respect of any time following Completion, the Retained Group
"Sportech Shares"	the ordinary shares of 50 pence each in the capital of the Company
"Transitional Services Agreement"	the agreement to be entered into between Sportech and the Purchaser setting out various transitional services between the parties thereto
"VAT Claim"	any claim or right to claim (at any time) relating to the repayment of VAT paid in respect of "Spot the Ball" games, including but not limited to the claim that has been the subject of the appeals numbered TC/2011/0562, TC/2011/00736-0744 (inclusive), FTC/69/2013 and A3/2014/3908 (and the related decisions at [2013] UKFTT 210 (TC), [2014] UKUT 0398 (TCC) and [2016] EWCA Civ 436), (and which may be subject to further appeal under reference UKSC/2016/0120) and any claim in respect of costs incurred as a result of such claim

 

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