6 Jun 2014 17:10
NOT INTENDED TO PROMOTE THE SALE OF ANY SECURITIES, AND NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by GAME Digital plc ("GAME", the "Company" or the "Group") in connection with the offer of its ordinary shares (the "Ordinary Shares") and the proposed admission of the Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority ("Official List") and to trading on the main market for listed securities (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will shortly be available from www.gamedigitalplc.com, subject to applicable securities laws, and at the Company's registered office at Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ.
FOR IMMEDIATE RELEASE
6 June 2014
GAME Digital plc
Publication of Prospectus
Further to the pricing announcement published earlier today in connection with the initial public offering ("IPO" or "Offer") of GAME Digital plc, the Company confirms that its prospectus dated 6 June 2014 (the "Prospectus") has been approved by the UK Listing Authority.
The Prospectus relates to the admission of the Company's Ordinary Shares to the premium listing segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange.
Further details of the Company's proposed IPO are set out in the Prospectus, which will shortly be available on the Company's website (www.gamedigitalplc.com) (subject to applicable securities laws) or can be inspected at its registered office at Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ.
The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available at www.morningstar.co.uk/uk/NSM.
Enquiries
For further information please contact:
GAME Digital plc +44 (0) 1256 784000
Martyn Gibbs, Chief Executive Officer
Benedict Smith, Chief Financial Officer
James Staveley, Investor Relations & Corporate Development Director
Financial adviser, Sole Sponsor and Joint Bookrunner
Canaccord Genuity +44 (0) 20 7523 8000
Alexis de Rosnay
Bruce Garrow
Cara Griffiths
Emma Gabriel
Joint Bookrunner
HSBC +44 (0) 20 7991 8888
Stuart Dickson
Andrew Judge
Richard Fagan
Joint Bookrunner
Liberum +44 (0) 20 3100 2222
Peter Tracey
Christopher Britton
Media Enquiries
Citigate Dewe Rogerson +44 (0) 207 638 9571
Tom Baldock
Grant Ringshaw
Jos Bieneman
Important notice
Neither this announcement nor any copy of it may be taken or transmitted, in whole or part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or Switzerland or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or other securities in the United States, Australia, Canada, Japan or Switzerland, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Offer and the distribution of this announcement and other information in connection with Admission and the Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, these materials are not an offer of securities for sale in the United States. The securities proposed to be offered by the Company have not been and will not be registered under the U.S. Securities Act of 1993 (the "Securities Act") or under any securities laws of any State of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
Any purchase or subscription of Ordinary Shares in the proposed Offer or other securities should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.
In the European Economic Area (the "EEA"), this announcement is addressed only to, and is directed only at, persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(1)(e) of EU Directive 2003/71/EC (the "Prospectus Directive"), as modified by EU Directive 2010/73/EU, in each case as implemented in the relevant member state of the EEA ("Qualified Investors"). In addition, this announcement is being distributed only to, and is directed only at (a) in the United Kingdom, (i) Qualified Investors who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") (Investment professionals), (ii) Qualified Investors who fall within Article 49(2)(a) to (d) of the Order (High net worth companies, unincorporated associations etc) or (iii) Qualified Investors to whom it may otherwise be lawfully distributed or at which it may otherwise lawfully be directed and (b) outside the United Kingdom, persons to whom it may otherwise be lawfully distributed or at which it may otherwise lawfully be directed (all such persons together being referred to as "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 must not be acted on or relied on by persons who are not relevant persons.
The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.
Canaccord Genuity (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA")), HSBC (which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom) and Liberum (which is authorised and regulated in the United Kingdom by the FCA) (collectively, the "Banks") are each acting exclusively for the Company and no one else in connection with the Offer and will not regard any other person as their respective client in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offer, the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
None of the Banks, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Canaccord Genuity solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.