GMD.L Regulatory News (GMD)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

18 September 2014

Proposed placing of approximately 17.5 million ordinary shares inGAME Digital PLC by Duodi Investments S.à r.l.

Duodi Investments S.à r.l. ("Duodi") today announces its intention to sell approximately 17.5 million ordinary shares ("Placing Shares") in GAME Digital PLC ("GAME Digital"). The Placing Shares represent approximately 10% of GAME Digital's issued share capital and constitute approximately 17% of Duodi's holding in GAME Digital.

Duodi is an investment vehicle in which the majority interest is ultimately owned by funds in respect of which Elliott Advisors (UK) Limited is a sub-advisor to the funds' investment services provider.

The disposal of the Placing Shares will be conducted by means of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement.

Liberum Capital Limited ("Liberum") is acting as Sole Bookrunner in connection with the Placing.

The final number of Placing Shares and the price at which the Placing Shares are to be placed will be agreed by Liberum and Duodi at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing for the close of the bookbuild process shall be at the absolute discretion of Liberum. Duodi reserves the right to sell a greater or lesser number of shares through the Placing.

The Joint Bookrunners on GAME Digital's initial public offer ("IPO"), which included Liberum, have consented to the Placing and in doing so have agreed, with respect to any shares sold under the Placing only, to waive Duodi's soft lock-up restrictions which otherwise apply to such shares following the expiry of the hard lock up restrictions on 9 September 2014. Post completion of the Placing the remaining ordinary shares in GAME Digital held by Duodi shall continue to be subject to the lock-up restrictions described in the prospectus published by GAME Digital in connection with the IPO.

Enquiries

Liberum +44 (0)20 3100 2222

Peter Tracey

David Parsons

Christopher Britton

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the US Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by Duodi or Liberum or any of their respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by Duodi or Liberum or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Duodi and Liberum to inform themselves about and to observe any applicable restrictions.

Liberum, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting only for Duodi in connection with the Placing and will not be responsible to anyone other than Duodi for providing the protections offered to the clients of Liberum, nor for providing advice in relation to the Placing or any matters referred to in this announcement.