TIDMSPD TIDMGMD
RNS Number : 4568F
Sports Direct International Plc
15 July 2019
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
for
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.
Compulsory acquisition
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.
Acceptance procedure
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
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.
Enquiries:
Numis (Financial adviser to Sports Direct) Tel: +44 (0)20 7260 1000
Luke Bordewich
Stuart Ord
George Fry
Sports Direct Tel: +44 (0)344 245 9200
Thomas Piper, Company Secretary
Canaccord Genuity Limited (Financial Tel: +44 (0)20 7523 8000
Adviser and Joint Broker to GAME)
Chris Robinson
Bobbie Hilliam
GAME Digital plc Tel: +44 (0)12 5678 4000
Martyn Gibbs (Chief Executive Officer)
Ray Kavanagh (Chief Financial Officer)
Citigate Dewe Rogerson Tel: +44 (0)20 7638 9571
Jos Bieneman
Nick Hayns
Michael Russell
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.
Further information
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.
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
OUPUSUARKSABAUR
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July 15, 2019 02:00 ET (06:00 GMT)
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