TIDMSPD TIDMGMD
RNS Number : 2729H
Sports Direct International Plc
30 July 2019
Sports Direct International plc
30 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
offer closed and compulsory acquisition of game shares
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.
On 15 July 2019, Sports Direct announced that it had requested
GAME to de-list the GAME Shares. It is anticipated that the
de-listing will occur on or shortly after 8.00 a.m. on 12 August
2019.
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the Offer
Document.
No extension to the Offer
The Offer was open for acceptance until 1:00pm (London time) on
30 July 2019. The Offer has now closed and is no longer capable of
being accepted.
Level of acceptances and holding of GAME Shares
As at 1:00pm (London time) on 30 July 2019, Sports Direct had
received valid acceptances of the Offer in respect of a total of
103,299,986 GAME Shares, representing approximately 58.47 per cent.
of GAME's existing issued share capital, which may count towards
the satisfaction of the acceptance condition to the Offer (the
Accepted Shares). The acquisition of a number of the Accepted
Shares have now been settled (the Settled Shares).
In addition to the Settled Shares, as at 1:00pm (London time) on
30 July 2019, Sports Direct holds 69,580,388 GAME Shares,
representing approximately 39.39 per cent. of GAME's entire issued
share capital. Accordingly, as at 1:00pm (London time) on 30 July
2019, Sports Direct owned or had received valid acceptances in
respect of a total of 172,880,374 GAME Shares, representing
approximately 97.86 per cent. of GAME's entire issued share
capital.
The percentages listed in this announcement are based on a
current issued share capital of 176,646,090 GAME Shares.
Compulsory acquisition
As Sports Direct has now received acceptances of the Offer,
acquired, or unconditionally contracted 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 now intends to exercise its rights in accordance with
sections 974 to 991 of the 2006 Act to acquire compulsorily the
remaining GAME Shares on the same terms as the Offer.
Further copies
Further copies of this announcement 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
OUPBRGDRBGXBGCG
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