Offer Update re Game Digital plc
Sports Direct International plc
15 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
SPORTS DIRECT INTERNATIONAL PLC
FINAL MANDATORY CASH OFFER
GAME DIGITAL PLC
UPDATE ON OFFER
On 5 June 2019, Sports Direct International plc ("Sports Direct") announced, pursuant to Rule 2.7 of the Takeover Code, that it had unconditionally agreed to acquire 14,869,666 ordinary shares of 1 pence each in the capital of GAME Digital plc ("GAME") and, as a result, was required under Rule 9 of the Takeover Code to make a mandatory cash offer to acquire the entire issued and to be issued ordinary share capital of GAME other than the shares already held by Sports Direct (or any persons acting in concert with it) (the "Offer"). The full terms and condition of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by Sports Direct on 20 June 2019 (the "Offer Document") and, in respect of certificated GAME Shares, the accompanying Form of Acceptance.
On 9 July 2019, Sports Direct announced that the Offer had been declared unconditional in all respects and that it would remain open for acceptance until 1:00pm (London time) on 30 July 2019.
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Offer Document.
Level of acceptances
As at 1:00pm (London time) on 12 July 2019, Sports Direct had received valid acceptances of the Offer in respect of a total of 77,826,370 GAME Shares, representing approximately 45.00 per cent. of GAME's existing issued share capital, which may count towards the satisfaction of the acceptance condition to the Offer.
Sports Direct holds 66,569,666 GAME Shares, representing approximately 38.49 per cent. of GAME's entire issued share capital. In addition, as at 1:00pm (London time) on 12 July 2019, Sports Direct had agreed to purchase 661,659 GAME Shares (representing approximately 0.38 per cent. of GAME's entire issued share capital). Such transaction will settle by 16 July 2019.
Accordingly, as at 1:00pm (London time) on 12 July 2019, Sports Direct owned, had agreed to acquire, or had received valid acceptances in respect of a total of 145,057,695 GAME Shares, representing approximately 83.88 per cent. of GAME's entire issued share capital.
The percentages listed in this announcement are based on a current issued share capital of 172,938,108 GAME Shares.
Cancellation of trading and listing
Since the Offer has been declared wholly unconditional, and having received acceptances of the Offer which, when taken with GAME Shares already owned and/or otherwise agreed to be acquired by Sports Direct, exceed 75 per cent. of the issued share capital of GAME, Sports Direct intends to procure the making of an application by GAME for the cancellation of trading in the GAME Shares on the London Stock Exchange's main market for listed securities and listing of the GAME Shares on the premium listing segment of the Official List. A notice period of not less than 20 Business Days before these cancellations become effective will commence on the date of this announcement.
GAME Shareholders are urged to accept the Offer, as the cancellation of trading and listing would significantly reduce the liquidity and marketability of any GAME Shares not acquired by Sports Direct.
If Sports Direct receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the GAME Shares to which the Offer relates and of the voting rights carried by those GAME Shares, Sports Direct intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining GAME Shares on the same terms as the Offer.
If you hold your GAME Shares in Certificated Form (that is, not in CREST), to accept the Offer you must complete the Form of Acceptance enclosed with the Offer Document in accordance with the instructions printed on it. Return the completed Form of Acceptance (along with your share certificate(s) and/or other documents of title) by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, or by hand (during normal business hours only) to Computershare Investor Services PLC, the Pavilions, Bridgwater Road, Bristol, BS13 8AE as soon as possible and, in any event, so as to be received by no later than 1:00pm (London time) on 30 July 2019. If you are posting in the UK, a reply-paid envelope has been provided for your convenience.
If you hold your GAME Shares in Uncertificated Form (that is, in CREST), to accept the Offer you must follow the procedure set out in paragraph 14.2 of the Letter from Sports Direct in Part I of the Offer Document so that the TTE Instruction settles no later than 1:00pm (London time) on 30 July 2019. If you hold your GAME Shares as a Crest Sponsored Member, you should refer to your CREST Sponsor as only your CREST Sponsor will be able to send the necessary instruction to Euroclear.
If you require assistance in completing your Form of Acceptance (or wish to obtain an additional Form of Acceptance), or have questions in relation to making an electronic acceptance, please contact the Receiving Agent, Computershare Investor Services PLC, on +44(0) 370 707 4040. Lines are open 8.30am to 5.30pm (London time) Monday to Friday (excluding public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.
Further copies of this announcement, the Offer Document and the Form of Acceptance may be obtained from the Receiving Agent, Computershare Investor Services PLC, on 0370 707 4040. Lines are open from 8.30am to 5.30pm (London time) Monday to Friday (excluding public holidays). Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. A hard copy of this announcement will not be sent unless requested. Any such person may request that all future documents, announcements and information in relation to the Offer should be sent to them in hard copy form.
Numis (Financial adviser to Sports Direct)
Tel: +44 (0)20 7260 1000
Tel: +44 (0)344 245 9200
Thomas Piper, Company Secretary
Canaccord Genuity Limited (Financial Adviser and Joint Broker to GAME)
Tel: +44 (0)20 7523 8000
GAME Digital plc
Tel: +44 (0)12 5678 4000
Martyn Gibbs (Chief Executive Officer)
Citigate Dewe Rogerson
Tel: +44 (0)20 7638 9571
LEI: 213800JEGHHEAXIJDX34 (Sports Direct International plc)
LEI: 213800EIPHJQXIO4JK48 (GAME Digital plc)
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Sports Direct and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Sports Direct for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to in this announcement.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser and joint corporate broker exclusively for GAME and for no one else in connection with the Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than GAME for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in relation to the Offer or any other matter referred to in this announcement.
1 This announcement, which does not constitute a prospectus or prospectus equivalent, is for information purposes only. It is not intended to, and does not, constitute or form part of, any invitation, offer or the solicitation of an offer to purchase, otherwise acquire, subscribe, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is made solely by means of the Offer Document and, in respect of GAME Shares held in certificated form, the Form of Acceptance, which contains the full terms and condition of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. GAME Shareholders should read the Offer Document and other formal documentation relating to the Offer carefully.
2 This announcement has been prepared for the purpose of complying with English law and regulation (including the Takeover Code), 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 the laws and regulations of jurisdictions outside of England.
3 The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.
4 The availability of the Offer to persons who are resident in jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Therefore persons who are not resident in the United Kingdom into whose possession this announcement comes should inform themselves about and observe any such restrictions in their jurisdiction. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
5 Copies of this announcement are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving the announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such Restricted Jurisdictions as doing so may invalidate any purported acceptance of the Offer.
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