The PA Agrees to Buy Racing and Sports Owner RAS in All-Cash Deal

The Press Association Limited, the UK group known as The PA, has agreed to acquire 100% of ASX-listed RAS Technology Holdings, the Australian owner of Racing and Sports, in an all-cash scheme of arrangement announced on October 19, 2026, with RAS shareholders to receive A$1.04 for each share.

In its announcement, The PA said it had entered into a binding Scheme Implementation Deed with RAS under which The Press Association Limited, a subsidiary of PA Media Group Limited, has agreed to acquire all issued shares in the company through a members’ scheme of arrangement, an Australian transaction structure that requires approval from RAS shareholders and the Federal Court of Australia. Completion is expected in February 2027, subject to conditions set out in the deed.

The PA said the acquisition would bring together the two companies’ complementary businesses in global racing and sports data, technology and wagering services, and would expand its business into the Australian betting and wagering market. It said pairing Podium’s sports API with RAS’s trading services and Wagering 360 platform would give media organisations, bookmakers and rightsholders a complete solution, with customers gaining access to a broader range of products, wider international coverage and faster development of services.

“The PA and Racing and Sports share a commitment to trust and integrity,” said Emily Shelley, chief executive of The PA. “The businesses’ complementary strengths and global reach will offer customers more of what they value: a wider range of data, deep wagering knowledge and coverage across more markets. Combined with The PA’s trusted heritage and Podium’s technology, this will enable us to develop new products faster and support the long-term growth of racing and the wider sports industry.”

Deal Terms and Shareholder Support

RAS said in an ASX announcement authorised for release by its board that, if the scheme is implemented, shareholders would receive A$1.04 in cash for each share held on the scheme record date, less the cash amount of any permitted dividend, special dividend or return of capital declared before the scheme takes effect. Based on the 47,885,899 RAS shares on issue, the company said the consideration implies an undiluted equity value of approximately A$49.8 million and an enterprise value of approximately A$45.6 million, the latter reflecting net cash of A$4.2 million as at June 30, 2026; RAS said it has no borrowings.

RAS said the A$1.04 price represents a 93% premium to its closing share price of A$0.54 on October 16, 2026, the last trading day before the announcement, and an 80% premium to the volume-weighted average price of A$0.576 across the 90 trading days up to and including that date.

The RAS board unanimously recommended that shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the scheme is in shareholders’ best interests. Each RAS director intends to vote, or cause to be voted, all shares held or controlled by them in favour, subject to the same qualifications.

Co-founders Gary Crispe, an executive director, and Robert Vilkaitis, the company’s chief innovation officer, together hold or control approximately 34.0% of RAS’s ordinary shares, with holdings of 8,174,481 and 8,094,876 shares respectively. Each provided written confirmation that they intend to vote all shares held, and procure the vote of all shares controlled, in favour of the scheme on the same terms.

RAS chair Andrew Twaits said: “The RAS Board is unanimous in its view that the Scheme represents an attractive outcome for RAS shareholders. The all-cash price of $1.04 per share, at a significant premium to recent trading prices, recognises the value of the data, technology and media assets Racing and Sports has built since 1999.”

Conditions, Financing and Timetable

The scheme remains conditional on the independent expert’s best-interests conclusion, approval by the requisite majorities of RAS shareholders under the Corporations Act 2001, approval by the Federal Court of Australia, no court or regulatory action restraining the transaction, no material adverse change or prescribed occurrence affecting RAS, and all RAS options and performance rights being vested, settled in cash or cancelled before the scheme takes effect. It is not subject to due diligence or financing conditions, nor to any condition requiring clearance from Australia’s Foreign Investment Review Board or the Australian Competition and Consumer Commission.

The PA expects to fund the consideration through a combination of existing cash resources and committed debt financing, with the deed referencing a credit-approved debt commitment letter from Lloyds Bank. PA Media Group, The Press Association’s holding company, has agreed to guarantee payment of the scheme consideration.

The deed contains customary exclusivity arrangements, including no-shop, no-talk and no-due-diligence restrictions, the latter two subject to a fiduciary exception, together with notification obligations and a matching right in favour of The PA. RAS may be required to pay a break fee equal to 1% of the implied equity value, approximately A$0.5 million, in circumstances set out in the deed.

Canterbury Partners is acting as financial adviser and Gadens as legal adviser to RAS, while Latimer Partners is acting as financial adviser and Mills Oakley as Australian legal adviser to The PA.

RAS told shareholders they do not need to take any action in response to the announcement. A scheme booklet containing the independent expert’s report and the notice of meeting is expected to be sent to shareholders in early December 2026, followed by a court-convened scheme meeting expected in late January 2027. Subject to shareholder approval and the satisfaction or, where permitted, waiver of the scheme’s conditions, implementation is expected in February 2027; RAS said the dates are indicative only and that it will keep shareholders informed in line with its continuous disclosure obligations.

The Businesses

Founded in 1999 and listed on the ASX in 2021, RAS provides racing data, analytics, wagering technology and racing media and digital services from its Canberra headquarters and operations in the UK, Hong Kong and Singapore. Its clients include Entain Group’s Ladbrokes and Neds, Flutter Group’s Sportsbet, Paddy Power and Betfair, Tabcorp, Betr Entertainment, Bet365, Singapore Pools, the Australian Turf Club, the Hong Kong Jockey Club and Racing Victoria.

The PA said its racing heritage spans more than forty years and that, through Podium, it supplies racing and sports data, content and products to bookmakers, broadcasters and the wider industry. Podium, which the group says is trusted by more than 300 brands worldwide, has offices in the UK and Singapore and serves customers across major regulated betting markets. The PA’s wider portfolio includes Alamy, StreamAMG and Hydrogen, and The Press Association is the national news agency for the UK and Ireland.

Racing and Sports chief executive Stephen Crispe and Podium managing director Josh Sparke also issued statements supporting the transaction. The PA said Podium and Racing and Sports will continue to operate as separate businesses until the transaction completes, which is expected in February 2027.