10 Dec 2014 13:07
10 December 2014
GAME DIGITAL PLC
NOTICE OF AGM
PROPOSED RENEWAL OF AUTHORITY TO BUY BACK SHARES
AND
PROPOSAL TO SHAREHOLDERS FOR THE
APPROVAL OF WAIVER OF RULE 9 OF THE CITY CODE
GAME Digital plc ("GAME" or the "Company"), the specialist video games retailer, announces that it has today posted to shareholders a circular (the "Circular") containing a notice of the Annual General Meeting ("AGM"), including proposals regarding the renewal of the Company's authority to make market purchases of its ordinary shares of 1p each ("Ordinary Shares") (the "Buyback Authority") and approval of a waiver of the requirements under Rule 9 of the City Code on Takeovers and Mergers (the "Code") (the "Waiver").
The AGM will be held at the Company's registered office at Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ on 15 January 2015 at 11.00 a.m.
In accordance with Listing Rule 9.6.1, a copy of the above document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Morningstar.co.uk/uk/nsm and on the Company's website at www.gamedigitalplc.com/AGMCircular
Waiver Resolution
Set out in the Circular is an ordinary resolution for the approval of a waiver of the obligation which would otherwise arise, pursuant to Rule 9 of the Code, for Duodi Investments S.à r.l. ("Duodi"), the Company's major shareholder, or any other member of Duodi's concert party (together with Duodi, the "Concert Party") to make a general offer to the other shareholders of the Company for all of their Ordinary Shares as a result of market purchases of up to 17,000,000 Ordinary Shares by the Company pursuant to the Buyback Authority, which could potentially increase the Concert Party's aggregate shareholding from approximately 49.0 per cent of the total voting rights in the Company to a maximum of approximately 54.5 per cent of the total voting rights in the Company (the "Waiver Resolution"). Independent shareholders of the Company are being asked to approve the Waiver Resolution.
Potential effect of Buyback Authority on Concert Party holding
Duodi (an investment vehicle which is ultimately owned by Elliott International LP and Elliott Associates LP) and David Hamid (Chairman of the Company) are considered to be acting in concert for the purposes of the Code. As at 4 December 2014 (being the latest practicable date prior to the publication of the Circular), Duodi and David Hamid were between them interested in 83,383,993 Ordinary Shares, representing approximately 49.0 per cent of the voting rights of the Company.
Assuming (i) the repurchase of 17,000,000 Ordinary Shares pursuant to the Buyback Authority, (ii) no participation or other sales of interests in Ordinary Shares by any member of the Concert Party in connection with any share repurchases or otherwise and (iii) no other change in the Company's issued share capital, the Concert Party's maximum potential interest in the Ordinary Shares if the Waiver is approved would be 54.5 per cent. The breakdown of the maximum holdings of each member of the Concert Party in this scenario would be as follows:
Current | Following full exercise of Buyback Authority and using assumptions above | |||
Number of Ordinary Shares | Interest in Ordinary Shares as % of total voting rights | Number of Ordinary Shares | Interest in Ordinary Shares as % of total voting rights | |
Duodi | 82,177,981 | 48.3% | 82,177,981 | 53.7% |
David Hamid | 1,206,012 | 0.7% | 1,206,012 | 0.8% |
Total Concert Party | 83,383,993 | 49.0% | 83,383,993 | 54.5% |
Total Company | 170,000,000 | 153,000,000 | ||
Shareholders should note that, if the Company fully utilises the Buyback Authority, and if the Concert Party were to maintain its current shareholding, Duodi and the other members of the Concert Party could come to hold between them more than 50 per cent of the voting rights of the Company. In those circumstances, Duodi and the other members of the Concert Party would be permitted (for so long as they continue to be treated as acting in concert) to make purchases of Ordinary Shares without incurring an obligation under Rule 9 of the Code to make a general offer to all shareholders of the Company, although each individual member of the Concert Party will not be able to increase its percentage interest in Ordinary Shares through or between a Rule 9 threshold without Panel consent. Please note that, if Duodi comes to hold more than 50 per cent of the voting rights of the Company, future purchases of Ordinary Shares by Duodi could be made without incurring an obligation under Rule 9 of the Code to make a general offer to all shareholders of the Company.
Ruth Cartwright
Company Secretary
Tel: 01256 784229