Key Highlights

  • RAS entered a binding Scheme Implementation Deed under which The Press Association Limited would acquire 100% of RAS shares.
  • Shareholders would receive $1.04 cash per share, a 93% premium to the $0.54 close on 16 October 2026 and an 80% premium to the 90-trading day VWAP.
  • The Board unanimously recommends the scheme, in the absence of a superior proposal and subject to the Independent Expert concluding the scheme is in shareholders’ best interests.
  • The scheme is subject to shareholder and Court approval but not to due diligence or financing conditions, with implementation expected in February 2027.

RAS Technology Holdings Limited (ASX:RTH), known as Racing and Sports, announced on 19 October 2026 that it has entered a binding Scheme Implementation Deed (SID) with UK-based The Press Association Limited, a subsidiary of PA Media Group Limited (The PA). Under the deed, The PA has agreed to acquire 100% of the issued shares in RAS by way of a scheme of arrangement.

Scheme consideration

If the scheme is implemented, RAS shareholders will receive $1.04 in cash for each share held on the scheme record date, less the amount of any permitted dividend, special dividend or return of capital declared before the effective date. Based on 47.89 million shares on issue, the consideration implies an undiluted equity value of about $49.8 million and an enterprise value of about $45.6 million, calculated using net cash of $4.2 million at 30 June 2026. RAS has no borrowings.

The price is a 93% premium to the closing price of $0.54 on 16 October 2026, the last trading day before the announcement, and an 80% premium to the 90-trading day volume weighted average price of $0.576.

Board recommendation and shareholder intentions

The RAS Board unanimously recommends that shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to the Independent Expert concluding, and continuing to conclude, that the scheme is in the best interests of shareholders. Each director intends to vote in favour on the same basis.

The company’s two co-founders, together holding or controlling about 34.0% of RAS shares, or 16,269,357 shares, have each provided written confirmation of their intention to vote in favour, subject to the same qualifications.

Conditions and deal protections

Key conditions include the Independent Expert’s finding, approval by RAS shareholders by the requisite majorities and by the Federal Court of Australia, no court or regulatory restraint, no material adverse change or prescribed occurrence, and all options and performance rights being vested and settled, lapsed or cancelled before the scheme becomes effective. The scheme is not subject to due diligence, financing, FIRB or ACCC conditions. The PA expects to fund the consideration through existing cash resources and committed debt financing.

The SID contains no-shop, no-talk and no-due-diligence restrictions, the latter two subject to a fiduciary exception, along with notification obligations and a matching right for The PA. A break fee equal to 1% of the implied equity value, about $0.5 million, may be payable by RAS in specified circumstances.

Indicative timetable

The Scheme Booklet, including the Independent Expert’s Report and the notice of meeting, is expected to be sent to shareholders in early December 2026. A court-convened Scheme Meeting is expected in late January 2027, and implementation is expected in February 2027. The dates are indicative and may change. Shareholders do not need to take any action at present. Canterbury Partners and Gadens are advising RAS, while Latimer Partners and Mills Oakley are advising The PA.

About the parties

Founded in 1999, RAS provides integrated racing data and enhanced content to the global racing and wagering industries, with clients including Entain, Flutter, Tabcorp, Bet365, Singapore Pools, the Hong Kong Jockey Club and Racing Victoria. The PA has a racing heritage of more than forty years and, through Podium, supplies racing and sports data, content and products to bookmakers, broadcasters and the wider industry. The acquisition would add RAS’s racing data, wagering technology and media capabilities to The PA’s racing and betting data business.