GoTech Group plc Proposed disposal of Sportsdata Limited and notice of GM

 
TIDMGOT 
 
The information contained within this announcement is deemed by the Company to 
constitute inside information as stipulated under the Market Abuse Regulations 
(EU) No. 596/2014 ("MAR"). Upon publication of this announcement, this inside 
information is now considered to be in the public domain. 
 
27 March 2018 
 
                               GoTech Group plc 
 
                    ("GoTech", the "Company" or the "Group") 
 
     Proposed disposal of Sportsdata Limited and notice of General Meeting 
 
GoTech, the cash shell admitted to trading on AIM, announces the proposed 
disposal of its wholly owned subsidiary Sportsdata Limited (the "Disposal"). 
Pursuant to Rule 15 of the AIM Rules for Companies, the Disposal is subject to 
the approval of shareholders of the Company at a general meeting.  GoTech has 
today published a circular to shareholders, setting out the background to and 
reasons for the Disposal (the "Circular"). Extracts from the Circular are set 
out below. 
 
The Circular, along with a notice of general meeting, to be held at the offices 
of Allenby Capital Limited, 5 St. Helen's Place, London EC3A 6AB at 2:30 p.m. 
on 23 April 2018, will be posted to shareholders shortly and will also be 
available on the Company's website, https://www.gotechgroup-plc.com. 
 
Related party transactions 
 
The sale of Sportsdata to Starnevesse and the simultaneous settlement of the 
outstanding Group indebtedness due to Starnevesse, further details of which are 
set out in the extracts from the Circular below, constitute related party 
transactions pursuant to Rule 13 of the AIM Rules, due to Starnevesse being an 
entity controlled by Richard Thompson, a former director of the Company within 
the past 12 months and former substantial shareholder in the Company pursuant 
to the AIM Rules. 
 
Mike Caine and Marcus Yeoman, being the Independent Directors for the purposes 
of these transactions, having consulted with Allenby Capital Limited, the 
Company's Nominated Adviser, consider that the terms of the transactions with 
Starnevesse are fair and reasonable insofar as the Company's shareholders are 
concerned. 
 
For further information, please visit www.gotechgroup-plc.com or contact: 
 
Rupert Horner   GoTech Group plc                Tel: [phone] 
 
Virginia Bull   Allenby Capital Limited         Tel: [phone] 
James Reeve 
Liz Kirchner 
 
Duncan Vasey    Peterhouse Corporate Finance    Tel: [phone] 
Lucy Williams 
 
Extracts from the Circular 
 
The following has been extracted from, and should be read in conjunction with, 
the Circular, which will shortly be made available for download from the 
Company's website: https://www.gotechgroup-plc.com/key-documents 
 
LETTER FROM THE INTERIM CHAIRMAN 
 
1. Introduction 
 
The Company has today announced the proposed Disposal of its wholly owned 
subsidiary, Sportsdata. 
 
The purpose of this document is to explain the background to and reasons for 
the Disposal, to explain why the Independent Directors consider the Disposal to 
be in the best interests of the Company and the Shareholders as a whole and why 
the Independent Directors recommend that you vote in favour of the Resolution 
to be proposed at the GM, notice of which is set out at the end of this 
document. 
 
2. Background to and reasons for the Disposal 
 
GoTech was re-admitted to trading on AIM as Guscio plc in May 2016, following 
the acquisition of Sportsdata and Dataplay Holdings Limited. The core focus of 
the business since then has been on Skills2Achieve, a digital, physical 
literacy assessment programme for the UK school market, which was developed 
with the Youth Sport Trust, a leading charity for sports-driven and educational 
programmes. In September 2016, the entire business of Dataplay Holdings Limited 
was transferred to Sportsdata so that all future commercial activity would be 
conducted through that entity. As announced in the Company's September 2016 
final results and the March 2017 half-yearly results, sales of Skills2Achieve 
remained at a low level, resulting in a loss in both of those accounting 
periods. 
 
It was hoped by the Board that there would be a significant increase in 
turnover for Sportsdata during the year ended 30 September 2017, which would in 
turn result in it becoming profitable. Disappointingly, this growth in turnover 
has not materialised despite various business initiatives being implemented and 
Sportsdata has remained loss making. As announced on 20 December 2017, 
following the departure of the Company's Managing Director Gail Ganney and the 
Board's decision not to allocate any further speculative funding to Sportsdata 
and Skills2Achieve, the Company was deemed to have become an AIM Rule 15 Cash 
Shell under the AIM Rules. 
 
As Sportsdata has remained loss making, the Board has determined that it is in 
the Company's best interests to dispose of Sportsdata and Marcus Yeoman and I, 
as the Independent Directors, have agreed, subject to Shareholders' approval, 
to a sale of Sportsdata to Starnevesse for GBP1.00.  Starnevesse is majority 
owned by Richard Thompson, a former director of the Company and, hence, a 
related party for the purposes of the AIM Rules. If the sale is approved, it 
will mean that Sportsdata will no longer be a cash drain for the Company and 
the Directors consider that it will, in addition, make the Company a simpler 
proposition for pursuing a reverse takeover. 
 
3. The Disposal 
 
Starnevesse has agreed to purchase all of the issued and to be issued share 
capital of Sportsdata, including new shares being allotted and issued in 
Sportsdata to enable GoTech to capitalise all of the inter-company loans 
outstanding, for the consideration of GBP1.00, subject to shareholder approval of 
the Resolution by the members of the Company at the GM. 
 
In accordance with the terms of the SPA, Starnevesse is obliged to continue to 
fund the Sportsdata business and honour all existing contractual obligations, 
following which, Starnevesse is obliged to solvently wind up the company. 
Additionally, in the unlikely event that a sale of Sportsdata could be achieved 
by Starnevesse, or a sale of the Sportsdata intellectual property rights were 
to be made, all net proceeds of such sale would be paid to GoTech. 
 
Simultaneously with the sale, in accordance with the terms of the SPA, GoTech 
will settle the outstanding Group indebtedness due to Starnevesse in the amount 
of GBP183,000 by way of a cash settlement of GBP100,000, payable out of the 
Company's existing cash resources, and the issuing of 8,375,000 new Ordinary 
Shares at a value of 0.4 pence each totalling GBP33,500. The issue price of 0.4 
pence per New Ordinary Share represents a 5 per cent. premium to the closing 
mid-market price of an Ordinary Share on 26 March 2018, being the last business 
day prior to the announcement of the Disposal. The settlement with Starnevesse 
represents a discount of GBP49,500 compared to the liability to Starnevesse in 
the year end Group balance sheet. 
 
Fundamental Change of Business under AIM Rule 15 
 
The Disposal will constitute a fundamental change of business under the AIM 
Rules for Companies and is therefore subject to the approval of Shareholders of 
the Resolution to be proposed at the General Meeting, notice of which is set 
out at the end of this document. 
 
The Company was deemed to have become an AIM Rule 15 Cash Shell under the AIM 
Rules on 20 December 2017. The Company is actively pursuing a reverse takeover 
transaction. 
 
As an AIM Rule 15 Cash Shell, the Company is required to make an acquisition or 
acquisitions which constitute a reverse takeover under AIM Rule 14 on or before 
the date falling six months from the announcement dated 20 December 2017 or be 
re-admitted to trading on AIM as an investing company under the AIM Rules 
(which requires the raising of at least GBP6 million). Failing which, the 
Company's ordinary shares would then be suspended from trading on AIM pursuant 
to AIM Rule 40. Admission to trading on AIM would be cancelled six months from 
the date of suspension should the reason for the suspension not have been 
rectified. 
 
Effect of the Disposal on the Group 
 
The losses before tax made by Sportsdata for the last three accounting periods 
have been as follows: 
 
Year ended 30 September 2017                GBP205,384 
 
13 month period ended 30 September 2016     GBP489,150 
 
Year ended 31st August 2015                 GBP312,525 
 
The Independent Directors are of the opinion that the value of the assets 
subject to the Disposal is no greater than the consideration being received. 
 
The Board has calculated that, should the Disposal not be approved by 
Shareholders, the cost to GoTech of maintaining Sportsdata and its contractual 
obligations (to expiry) would be in the region of GBP25,000, excluding the 
settlement by GoTech of the outstanding Group indebtedness due to Starnevesse 
in the amount of GBP183,000. Details of the proposed settlement of this 
outstanding debt are set out in paragraph 3 above. 
 
Current financial position of the Company 
 
As at 17 March 2018 the Company had unaudited cash and cash equivalents of GBP 
566,000. The Company does not expect any revenue to be generated whilst the 
Company remains a shell, but the Board has taken the necessary steps to run the 
Group in a prudent way to preserve value for shareholders including reducing 
the cost base of the Group where appropriate. 
 
4. Related Party Transactions 
 
The sale of Sportsdata to Starnevesse and the simultaneous settlement of the 
outstanding Group indebtedness due to Starnevesse constitute related party 
transactions pursuant to Rule 13 of the AIM Rules, due to Starnevesse being an 
entity controlled by Richard Thompson, a former director of the Company within 
the past 12 months and former substantial shareholder in the Company pursuant 
to the AIM Rules. 
 
Mike Caine and Marcus Yeoman, being the Independent Directors for the purposes 
of these transactions, having consulted with Allenby Capital, the Company's 

Nominated Adviser, consider that the terms of the transactions with Starnevesse 
are fair and reasonable insofar as the Company's shareholders are concerned. 
 
5. Strategy of the Group following the Disposal 
 
As previously announced, the Company is actively pursuing a reverse takeover 
transaction with the aim of driving an increase in shareholder value. Marcus 
Yeoman re-joined the Board in December 2017, specifically to assist the Company 
to identify and negotiate potential corporate opportunities for the Group. 
 
Pursuant to AIM Rule 14, a reverse takeover transaction would require the 
publication of an admission document in respect of the proposed enlarged entity 
and would be conditional upon the consent of the Company's Shareholders being 
given at a general meeting. As per the guidance notes to AIM Rule 14, trading 
in the Company's shares would be suspended following the announcement that a 
reverse takeover had been agreed or was in contemplation. Trading in the 
Company's shares would remain suspended until the publication of an admission 
document or an announcement that the transaction was not proceeding. 
 
6. General Meeting 
 
Set out at the end of this document is the notice convening the GM to be held 
on 23 April 2018 at Allenby Capital Limited, 5 St. Helen's Place, London EC3A 
6AB at 2.30 p.m. at which the Resolution will be proposed. 
 
7. Action to be taken 
 
Shareholders will find enclosed with this document a Form of Proxy for use at 
the GM. Whether or not you intend to be present at the GM, you are requested to 
complete and sign the Form of Proxy and return it to the Company's Registrars, 
Share Registrars Limited on The Courtyard, 17 West Street, Farnham, Surrey GU9 
7DR  as soon as possible and, in any event, so as to arrive no later than 2: 
30pm on 19 April 2018. Unless the Form of Proxy is received by this date and 
time, it will be invalid. The completion and return of a Form of Proxy will not 
preclude you from attending the GM and voting in person if you so wish. 
 
Shareholders are reminded that, if their Ordinary Shares are held in the name 
of a nominee, only that nominee or its duly appointed proxy can be counted in 
the quorum at the General Meeting. 
 
If you are in any doubt as to what action you should take, you are recommended 
to seek your own personal financial advice from your broker, bank manager, 
solicitor, accountant or other independent financial adviser authorised under 
the Financial Services and Markets Act 2000 (as amended) if you are resident in 
the United Kingdom or, if not, from another appropriately authorised 
independent financial adviser, immediately. 
 
8. Recommendation 
 
The Independent Directors consider that the Disposal is in the best interests 
of the Company and its Shareholders as a whole. Accordingly, the Independent 
Directors recommend that Shareholders vote in favour of the Resolution to be 
proposed at the GM. 
 
Yours sincerely 
 
Professor Michael Caine 
 
Interim Chairman 
 
GENERAL MEETING 
 
A General Meeting of GoTech Group plc will be held at the offices of Allenby 
Capital Limited situated at 5 St. Helen's Place, London EC3A 6AB on 23 April at 
2.30 p.m. for the purpose of considering, and if though fit, pass the following 
resolution, to be proposed as an ordinary resolution: 
 
THAT, for the purposes of Rule 15 of the AIM Rules for Companies published by 
London Stock Exchange plc, the agreement dated  26 March 2018 (SPA) between the 
Company (1) and Starnevesse Limited (2) in connection with the proposed 
disposal of the Company's entire interest in the issued share capital of 
Sportsdata Limited, as described in the circular to shareholders of the Company 
dated 27 March 2018, and the disposal by the Company pursuant to the terms of 
the SPA, each be approved and that the directors of the Company be authorised 
to do all such things as they may consider necessary, desirable or expedient to 
implement such agreement in accordance with its terms (including, without 
limitation, agreeing any non-material amendments or waiver or variation of the 
terms and conditions of the SPA) as they may in their sole discretion deem fit, 
appropriate or necessary. 
 
DEFINITIONS 
 
"Act"                   the Companies Act 2006 (as amended); 
 
"AIM"                   the market of that name operated by the London Stock 
                        Exchange; 
 
"AIM Rules"             the AIM Rules for Companies (as amended from time to 
                        time); 
 
"Allenby Capital"       Allenby Capital Limited, a private limited company 
                        incorporated in England and Wales under registered 
                        number 6706681, the Company's nominated adviser and 
                        joint broker; 
 
"Articles"              the articles of association of the Company as at the 
                        date of this document; 
 
"Board" or "Directors"  the directors of the Company as at the date of this 
                        document, whose names are set out on page 5 of this 
                        document; 
 
"Certificated" or in    a share or security which is not in uncertificated 
"Certificated Form"     form (that is, not in CREST); 
 
"Company" or "GoTech"   GoTech Group plc, a public limited company 
                        incorporated in England and Wales under registered 
                        number 03904514 and having its registered office at 
                        27/28 Eastcastle Street, London, W1W 8DH; 
 
"CREST"                 the computerised settlement system (as defined in the 
                        CREST Regulations) operated by Euroclear UK & Ireland 
                        Limited which facilitates the transfer of title to 
                        shares in uncertificated form; 
 
"Disposal"              the proposed disposal of Sportsdata pursuant to the 
                        terms of the SPA, conditional on Shareholder approval 
                        at the GM; 
 
"Form of Proxy"         the form of proxy enclosed with this document for use 
                        by Shareholders in connection with the General 
                        Meeting; 
 
"General Meeting" or "  the general meeting of the Company convened for 2.30 
GM"                     p.m. on 23 April 2018, notice of which is set out at 
                        the end of this document; 
 
"Group"                 the Company together with its subsidiaries (as 
                        defined in the Act) as at the date of this document; 
 
"Independent Directors" Mike Caine and Marcus Yeoman, being the independent 
                        directors for the purposes of the Disposal; 
 
"London Stock Exchange" London Stock Exchange plc; 
 
"Notice of GM"          the notice convening the GM, which is set out at the 
                        end of this document; 
 
"Ordinary Shares"       the ordinary shares of 0.1 pence each in the capital 
                        of the Company from time to time; 
 
"Resolution"            the resolution set out in the Notice of GM to approve 
                        the SPA and the Disposal; 
 
"Shareholders"          holders of Ordinary Shares from time to time and the 
                        term "Shareholder" shall be construed accordingly; 
 
"SPA"                   the sale and purchase agreement dated 26 March 2018, 
                        entered into between the Company and Starnevesse to 
                        effect the Disposal; 
 
"Sportsdata"            Sportsdata Limited, a private limited company 
                        incorporated in England and Wales under registered 
                        number 08661177, a wholly owned subsidiary of the 
                        Company; 
 
"Starnevesse"           Starnevesse Limited, a private limited company 
                        registered in England and Wales with company number 
                        05325901 which is beneficially owned as to 98.3 per 
                        cent. and controlled by Richard Thompson; 
 
"United Kingdom" or "UK the United Kingdom of Great Britain and Northern 
"                       Ireland; and 
 
"GBP"                     pounds sterling, the lawful currency of the United 
                        Kingdom. 
 
 
 
END 
 

(END) Dow Jones Newswires

March 27, 2018 02:00 ET (06:00 GMT)