TIDMSPD TIDMGMD
RNS Number : 9092E
Sports Direct International Plc
09 July 2019
Sports Direct International plc
9 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 unconditional in all respects
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.
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 8 July 2019 Sports Direct had
received valid acceptances of the Offer in respect of a total of
27,366,535 GAME Shares, representing approximately 15.82 per. cent
of GAME's existing issued share capital, which may count towards
the satisfaction of the acceptance condition to the Offer.
These acceptances included that received in respect of 4,000,000
GAME Shares, representing approximately 2.31 per. cent of GAMES's
entire issued share capital, which were subject to a letter of
intent procured by Sports Direct from Marlborough UK Nano-Cap
Growth Fund.
Sports Direct holds 66,569,666 GAME Shares, representing
approximately 38.49 per. cent of GAME's entire issued share
capital. Accordingly, as at 1:00pm (London time) on 8 July 2019,
Sports Direct owned or had received valid acceptances in respect of
a total of 93,936,201 GAME Shares, representing approximately 54.31
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.
Offer unconditional in all respects
As set out in Part A of Appendix I of the Offer Document, the
Offer was conditional upon Sports Direct securing valid acceptances
of the Offer in respect of GAME Shares which would result in Sports
Direct (and any person acting in concert with it) holding GAME
Shares carrying more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of GAME.
In light of the level of acceptances and GAME Shares already
held by Sports Direct referred to above, the Condition has been
satisfied. Accordingly, the Offer is hereby declared unconditional
in all respects.
GAME will remain in an offer period until 1:00pm (London time)
on Thursday, 11 July 2019, the original first closing date of the
Offer. The Offer will remain open for acceptance until 1:00pm
(London time) on 30 July 2019.
GAME Shareholders who wish to accept (and have not yet validly
accepted) the Offer are urged to take action as soon as possible,
and in any event by 1:00pm (London time) on 30 July 2019.
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.
Settlement of consideration
Settlement of consideration under the Offer will be made within
14 days of the date of this announcement to those GAME Shareholders
whose valid acceptances have already been received in the manner
described in the Offer Document. Settlement of consideration in
respect of valid acceptances received after the date of this
announcement will be made within 14 days after receipt of each such
acceptance.
Interests in GAME Shares
As at the close of business on 8 July 2019, being the latest
practicable date prior to publication of this announcement, the
interests of Sports Direct and its concert parties and their
immediate families, related trusts and connected persons, all of
which are beneficial unless otherwise stated, in relevant
securities were as follows:
Name Type of relevant Number of relevant Approximate
security held securities aggregate
percentage of the
existing issued
share capital, and
voting rights,
of GAME
Sports Direct GAME Shares 66,569,666 38.49
-------------------------------- -------------------------------- -------------------------------
With the exception of the interests set out above, as at close
of business on 8 July 2019, being the latest practicable date prior
to publication of this announcement, neither Sports Direct, nor any
person acting in concert with it for the purposes of the Offer, is
interested in or has any rights to subscribe for any GAME Shares,
nor does any such person have any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of GAME. For these purposes
'arrangement' includes any agreement to sell or any dealing
obligation or right to require another person to purchase or take
delivery of any relevant securities of GAME, and any borrowing or
lending of any relevant securities of GAME which have not been
on-lent or sold and any outstanding irrevocable commitment or
letter of intent with respect to any relevant securities of
GAME.
Website publication and further copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be published (subject to certain
restrictions relating to persons in Restricted Jurisdictions) on
Sports Direct's website at
https://www.sportsdirectplc.com/investor-relations.aspx and on
GAME's website (www.gamedigitalplc.com) by no later than 12 noon
(London time) on the business day following the publication of this
announcement. The contents of Sports Direct's and GAME's websites
are not incorporated into, and do not form part of, this
announcement.
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. 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. 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 contains inside information.
2 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.
3 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.
4 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.
5 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.
6 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.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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) GAME 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 pm (London time) on the 10(th) 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
GAME 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of GAME or of any securities exchange offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of GAME 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) GAME and (ii) any securities
exchange offeror, 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 pm (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 of the Takeover Code.
Opening Position Disclosures must also be made by GAME and by
any offeror and Dealing Disclosures must also be made by GAME, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
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 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.
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
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