TIDMGMD TIDMSPD
RNS Number : 4758E
GAME Digital PLC
04 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 OF
SUCH JURISDICTION
4 July 2019
RECOMMED MANDATORY CASH OFFER
for
GAME DIGITAL PLC
by
SPORTS DIRECT INTERNATIONAL PLC
Publication of the Response Circular
Following the publication of the Offer Document by Sports Direct
on 20 June 2019, the directors of GAME (the "GAME Directors")
announced on 21 June 2019 that they unanimously intended to
recommend the Mandatory Offer.
GAME has today published a circular in relation to the Mandatory
Offer (the "Response Circular"). The Response Circular is
available, subject to certain restrictions relating to persons in
Restricted Jurisdictions, on GAME's website at
www.gamedigitalplc.com.
The Response Circular will be posted to GAME Shareholders and,
for information only, to holders of options under the GAME Share
Plans and persons with information rights on 4 July 2019. The
Response Circular sets out, among other things, the expected
timetable of principal events, a letter from the Chairman of GAME
and the views of the GAME Board on the Mandatory Offer (including
its recommendation).
GAME will also be sending details of the proposals being made to
participants in the GAME Share Plans to such participants.
The GAME Directors, who have been so advised by Canaccord
Genuity as to the financial terms of the Mandatory Offer, consider
the terms of the Mandatory Offer to be fair and reasonable. In
providing its advice to the GAME Directors, Canaccord Genuity has
taken into account the commercial assessments of the GAME
Directors. Canaccord Genuity is providing independent financial
advice to the GAME Directors for the purposes of Rule 3 of the
Code.
Accordingly, the GAME Directors unanimously recommend that GAME
Shareholders accept the Mandatory Offer, as those GAME Directors
who hold GAME Shares intend to do in respect of their own
beneficial holdings of GAME Shares.
If you are a GAME Shareholder, by now you should have received
the Offer Document and, if you hold your GAME Shares in
certificated form, the Form of Acceptance from Sports Direct, which
contain details of the Mandatory Offer. Please refer to the Offer
Document (in particular the section headed "Action to be taken to
accept the Offer" on page 4 of the Offer Document) and, if you hold
your GAME Shares in certificated form, the Form of Acceptance for
information on how to accept the Mandatory Offer.
The expected timetable of principal events is set out below.
Copies of the Response Circular will be submitted to the
National Storage Mechanism later today, and will be available for
inspection at www.morningstar.co.uk/uk/NSM/.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the Response Circular.
Expected timetable of principal events
The following indicative timetable sets out the expected dates
for the implementation of the Mandatory Offer. All references to
time are to London time unless otherwise stated.
First closing date of the Mandatory Offer 1.00 p.m. on 11 July 2019
Payment of cash consideration to GAME Shareholders No later than 25 July 2019
that have accepted the Mandatory Offer (subject to the Mandatory Offer becoming
unconditional
and there being no extension of the closing date)
These dates are indicative only and may be subject to change. If any of the dates and/or times
do change, the revised times and/or dates will be announced via a Regulatory Information Service.
Helpline
If you have any questions about this announcement or the
Mandatory Offer, please telephone GAME's registrar, Computershare
Investor Services PLC, on 0345 002 1125 (from within the UK) or +44
(0)345 002 1125 (from outside the UK). Calls are charged at the
standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9:00 a.m. and 5:30
p.m., Monday to Friday, excluding public holidays in England and
Wales. Please note that Computershare cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
Enquiries
GAME Digital plc +44 (0) 12 5678 4000
Martyn Gibbs (Chief Executive Officer)
Ray Kavanagh (Chief Financial Officer)
Canaccord Genuity Limited (Financial Adviser and Joint Broker to GAME) +44 (0) 20 7523 8000
Chris Robinson
Bobbie Hilliam
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Jos Bieneman
Nick Hayns
Michael Russell
Macfarlanes LLP is retained as legal adviser to GAME.
Important notices
Canaccord Genuity, 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 Mandatory 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, nor for providing advice in relation to the Mandatory
Offer or any other matter referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval pursuant to the Mandatory Offer or otherwise, in
any jurisdiction in which such offer, invitation or solicitation is
unlawful. GAME Shareholders are advised to read the Response
Circular carefully.
Overseas jurisdictions
The release, publication or distribution of this announcement,
in whole or in part, in, into or from jurisdictions other than the
United Kingdom may be restricted by law. Any persons who receive or
are able to access this announcement who are subject to the laws of
any jurisdiction other than the United Kingdom should inform
themselves about, and observe, all such restrictions. In
particular, the ability of persons who are not resident in the
United Kingdom to accept the Mandatory Offer may be affected by the
laws of the relevant jurisdiction in which they are located. Any
person (including, without limitation, nominees, trustees and
custodians) who would, or otherwise intends to, forward this
announcement to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice
before taking any action. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
such jurisdiction. To the fullest extent permitted by applicable
law, the companies and other persons involved in the Mandatory
Offer disclaim any responsibility and liability for the violation
of such restrictions by any person or any other failure to satisfy
any applicable laws, regulations or requirements.
This announcement does not constitute an offer or invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful. This announcement has been prepared for the purposes
of complying with English law and the 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 of jurisdictions outside the United Kingdom.
Copies of this announcement and formal documentation relating to
the Mandatory Offer will not be made available, directly or
indirectly, in or into, or by use of the mails or any other means
or instrumentality (including, without limitation, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, any Restricted Jurisdiction,
and no person may accept the Mandatory Offer by any such use,
means, instrumentality or facility or from within a Restricted
Jurisdiction. Copies of this announcement and the formal
documentation relating to the Mandatory Offer are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded
or distributed in, into or from a Restricted Jurisdiction. Persons
receiving this announcement (including custodians, nominees and
trustees) must not distribute or send it, in whole or in part, in,
into or from a Restricted Jurisdiction.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to GAME. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as, without limitation, "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "aim", "will",
"may", "hope", "continue", "would", "could" or "should" or other
words of similar meaning or the negative thereof. Forward-looking
statements include, but are not limited to, statements relating to
the following: (i) future capital expenditures, expenses, revenues,
economic performance, financial conditions, dividend policy, losses
and future prospects, (ii) business and management strategies and
the expansion and growth of the operations of GAME and (iii) the
effects of government regulation on the business of GAME. There are
many factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements.
Among such factors are changes in global, political, economic,
business, competitive, market
and regulatory forces, future exchange and interest rates,
changes in tax rates and future business combinations or disposals.
Such statements are qualified in their entirety by the inherent
risks and uncertainties surrounding future expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this announcement, neither
they nor any other statements have been reviewed by the auditors of
GAME. By their nature, these forward-looking statements involve
known and unknown risks, and uncertainties because they relate to
events and depend on circumstances that will occur in the future.
The factors described in the context of such forward-looking
statements in this announcement may cause the actual results,
performance or achievements of any such person, or industry results
and developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither GAME, nor its members,
directors, officers, employees, advisers or any person acting on
behalf of one or more of them, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur.
Neither GAME, nor its members, directors, officers, employees,
advisers or any person acting on behalf of one or more of them, has
any intention or accepts any obligation to update publicly or
revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent
legally required. All subsequent oral or written forward-looking
statements attributable to GAME or any persons acting on its behalf
are expressly qualified in their entirety by the cautionary
statement above.
Neither GAME, nor its members, directors, officers, employees,
advisers or any person acting on behalf of one or more of them,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or profit estimate for any period, and no statement in
this announcement should be interpreted to mean that earnings or
earnings per share for the Company, as appropriate, for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per GAME Share, as
appropriate.
Publication on a website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on GAME's website
(www.gamedigitalplc.com) by no later than 12:00 noon on the
business day following the date of publication of this
announcement. Save as expressly referred to in this announcement,
the contents of that website is not incorporated into, and do not
form part of, this announcement.
Requesting hard copy documents
If you have received this announcement electronically, you may
(in accordance with Rule 30.3 of the Code) request a hard copy of
this announcement, free of charge, by either calling GAME's
registrar, Computershare Investor Services PLC, on 0345 002 1125
(from within the UK) or +44 (0)345 002 1125 (from outside the UK),
or by writing to Computershare Investor Services PLC, at The
Pavilions, Bridgwater Road, Bristol BS13 8AE. Calls are charged at
the standard geographic rate and will vary by provider. Calls from
outside the United Kingdom will be charged at the applicable
international rate. The helpline is open between 9:00 a.m. and 5:30
p.m., Monday to Friday, excluding public holidays in England and
Wales. Please note that Computershare cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes. For persons who receive a copy of
this announcement in electronic form or via a website notification,
a hard copy of this announcement will not be sent unless so
requested. In accordance with Rule 30.3 of the Code, a person so
entitled may also request that all future documents, announcements
and information to be sent to them in relation to the Mandatory
Offer should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3:30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3:30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3:30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
General
If you are in any doubt as to what action you should take, you
are recommended to seek your own advice immediately from your
stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial
Services and Markets Act 2000 if you are in the United Kingdom, or
from another appropriately authorised independent financial adviser
if you are in a territory outside the United Kingdom.
Time
All times shown in this announcement are London times, unless
otherwise stated.
72759004.2
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPUGUCUMUPBUAC
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