TIDMSPO

RNS Number : 9365L

Sportech PLC

11 September 2023

11 September 2023

Sportech PLC

("Sportech" or the "Company")

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Sportech (AIM:SPO) announces the proposed cancellation of admission of its ordinary shares of 10p each ("Ordinary Shares") to trading on AIM ("Cancellation"), re-registration as a private limited company ("Re-registration") and adoption of new articles of association ("New Articles").

The Board has undertaken a review to evaluate the benefits and drawbacks to the Company and its shareholders of its admission to trading on AIM. This review has acknowledged the significant burdens (financial and non-financial) associated with its status as a publicly traded company, particularly given the scale of the Sportech group's business. For this reason, the Board has concluded that Cancellation and Re-registration are in the best interests of the Company and its shareholders as a whole. A detailed explanation of these reasons is set out in the Appendix to this announcement.

A circular will be sent to shareholders setting out the background to and reasons for the proposed Cancellation, Re-registration and associated adoption of the New Articles ("Circular"). The Circular will also contain a notice convening a general meeting ("General Meeting") at which shareholders will be invited to consider and, if thought fit, approve the proposed Cancellation, Re-registration and associated adoption of the New Articles. The Circular is expected to be posted to shareholders in the second half of September.

To be passed, the resolution approving the Cancellation requires, pursuant to Rule 41 of the AIM Rules, the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting. The resolution to approve the Re-registration and the associated adoption of New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting.

Should the Cancellation be approved by shareholders at the General Meeting, the Company intends to implement a matched bargain facility with a third party matched bargain facility provider. This will facilitate shareholders buying and selling Ordinary Shares on a matched bargain basis following the Cancellation.

Further details of the proposed Cancellation, Re-registration and associated adoption of New Articles will be set out in the Circular which, as noted above, is expected to be posted to shareholders in the second half of September.

For further information, please contact:

 
Sportech PLC                            enquiries@sportechplc.com 
 
 Richard McGuire, Executive Chairman 
 Clive Whiley, Senior Independent 
 Director 
 
  Peel Hunt (Nominated Adviser          Tel: +44 (0) 20 7418 8900 
  & Broker) 
 
  George Sellar 
  Andrew Clark 
  Lalit Bose 
 

Notes to Editors:

About Sportech

Sportech operates in the gaming market and has two main businesses. Firstly, it runs Sports Bars and other betting venues in Connecticut, USA, where it has an exclusive license to offer pari-mutuel wagering, it also has a distribution agreement with the Connecticut Lottery Corporation to provide retail sports betting. Secondly, Sportech provides online gaming through two separate lines of business. Mywinners.com operates under an exclusive license to offer pari-mutuel betting online in Connecticut, while 123bet.com offers pari-mutuel betting online across the wider USA.

Important notices:

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Corporate Broker to Sportech and no one else in connection with the matters described 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 connection with the matters referred to herein. Neither Peel Hunt nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this Announcement or any matter referred to herein.

APPENDIX

 
Background to and reasons for the Cancellation and Re-registration 
As shareholders will be aware, the Company undertook a share consolidation 
 and subdivision and capital distribution in July 2023 (the "Share Capital 
 Reorganisation"). Following the Share Capital Reorganisation becoming effective, 
 the Board undertook a thorough review of the corporate costs being borne 
 by the Company as a result of its status as a publicly traded company. 
Following that review, the Board has concluded that the Company's continued 
 status as a publicly traded company is not appropriate given the scale of 
 its business and, accordingly, the Cancellation and Re-registration are 
 in the best interests of the Company and its shareholders as a whole for 
 reasons including those set out below. 
 
  *    Costs and regulatory burden : The considerable cost 
       and management time and the legal and regulatory 
       burden associated with maintaining the Company's 
       admission to trading on AIM is, in the Board's 
       opinion, disproportionate to the benefits of the 
       Company's continued admission to trading on AIM. 
       These costs: (a) amounted to approximately GBP450,000 
       in the year ended 31 December 2022; (b) contributed 
       to the Sportech group's pre-tax loss of GBP934,000 in 
       that period to a material extent; and (c) represented 
       approximately 28 per cent. of the Sportech group's 
       adjusted EBITDA of GBP1.6 million in that period. 
       Given the lower costs associated with private limited 
       company status, it is estimated that the Cancellation 
       and Re-registration will materially reduce the 
       Company's recurring administrative and adviser costs 
       by approximately GBP450,000 per annum, which the 
       Board believes can be better spent supporting and 
       investing in the Sportech group's business. 
 
               *    Lack of liquidity : Notwithstanding the Share Capital 
                    Reorganisation, there continues to be limited 
                    liquidity in the Ordinary Shares. As a result, the 
                    Board believes that shareholders are not provided 
                    with the opportunities to trade in meaningful volumes 
                    or with frequency in an active market in Ordinary 
                    Shares. 
 
               *    Market volatility : As a result of the limited 
                    liquidity in Ordinary Shares described above, small 
                    trades in Ordinary Shares can have a significant 
                    impact on price and therefore market valuation, which, 
                    the Board believes, in turn has a materially adverse 
                    impact on: (a) the Company's status within its 
                    industry; (b) the perception of the Company amongst 
                    its customers, suppliers and other partners; (c) 
                    staff morale; and (d) the Company's ability to seek 
                    appropriate financing or realise an appropriate value 
                    for any material future disposal(s). 
 
               *    Challenges related to the Company's position as a 
                    micro-cap stock : Growing the Company, a UK micro-cap 
                    stock, comes with a range of challenges, which, in 
                    the Board's view, stem from the Company's small 
                    market valuation, limited resources, and the dynamic 
                    nature of the market. These challenges include, but 
                    are not limited to: (a) access to capital; (b) a lack 
                    of visibility among analysts, media and potential 
                    investors; (c) increased volatility in Company 
                    valuation unrelated to company performance leading to 
                    higher risk perception; and (d) an aversion from 
                    potential investors, seeking stability and a 
                    valuation that aligns with Company performance. 
 
               *    Strategic flexibility : The Board believes that a 
                    private limited company can take and implement 
                    strategic decisions more quickly than a company which 
                    is publicly traded as a result of the more flexible 
                    regulatory regime that is applicable to a private 
                    company. 
Therefore, following careful consideration, the Board believes that it is 
 in the best interests of the Company and shareholders to seek the proposed 
 Cancellation, Re-registration and associated adoption of New Articles. 
 
 

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END

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September 11, 2023 02:01 ET (06:01 GMT)

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