GMD.L Regulatory News (GMD)

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:

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:

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 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 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.