TIDMSPD TIDMGMD
RNS Number : 9416C
Sports Direct International Plc
20 June 2019
Sports Direct International plc
20 June 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
Posting of Offer Document
Sports Direct International plc ("Sports Direct") is pleased to
announce that the Offer Document containing the full terms and
condition of its final mandatory cash offer to acquire the entire
issued and to be issued share capital of GAME Digital plc ("GAME")
other than the shares already held by Sports Direct (or any persons
acting in concert with it) (the "Offer Document"), together with a
Form of Acceptance, have today been published and posted to GAME
Shareholders and, for information only, to persons with information
rights.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Offer Document. Copies of this Announcement, the Offer Document and
the Form of Acceptance will be available free of charge (subject to
certain restrictions relating to persons in Restricted
Jurisdictions) on Sports Direct's website at
https://www.sportsdirectplc.com/investor-relations.aspx until the
end of the Offer Period. The contents of Sports Direct's website is
not incorporated into, and does not form part of, this
Announcement.
As previously announced, under the terms of the Offer, which is
subject to the further terms and condition set out in the Offer
Document and, in respect of GAME Shares held in Certificated Form,
the Form of Acceptance, Sports Direct is offering to acquire the
GAME Shares from the GAME Shareholders at a price of
30 pence in cash for each GAME Share
The Offer extends to all issued GAME Shares which are not held
by Sports Direct (or any persons acting in concert with it) and any
further GAME Shares which are unconditionally allotted or issued
and fully paid before the Offer closes. The Offer values the entire
issued and to be issued share capital of GAME (not taking into
account the exercise of any outstanding options which may have
vested under the GAME PSP) at approximately GBP51.8 million.
The Offer will initially remain open for acceptance until 1:00pm
(London time) on 11 July 2019.
The Offer of 30 pence in cash for each GAME Share is final and
the Offer Price will not be increased.
To accept the Offer in respect of GAME Shares held in
certificated form (that is, not in CREST), GAME Shareholders should
complete and return the Form of Acceptance, together with the
relevant share certificate(s) and/or other documents of title,
using the accompanying reply-paid envelope (for use within the UK
only), in accordance with the procedure set out in the Offer
Document, to Computershare Investor Services PLC as soon as
possible, and in any event so as to be received by no later than
1:00pm (London time) on 11 July 2019.
To accept the Offer in respect of GAME Shares held in
uncertificated form (in other words, held in CREST), GAME
Shareholders should follow the procedures for electronic acceptance
through CREST in accordance with the instructions set out in the
Offer Document, so that a TTE Instruction settles as soon as
possible and, in any event, by no later than 1:00pm (London time)
on 11 July 2019. CREST-sponsored members should refer to their
CREST sponsors, who will be able to send the necessary TTE
instructions to Euroclear on their behalf.
Further copies of 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
Enquiries:
Numis (Financial adviser to Sports Direct) Tel: 020 7260
1000
Luke Bordewich
Stuart Ord
George Fry
Sports Direct
Cameron Olsen, Company Secretary Tel: 0344 245 9200
LEI: 213800JEGHHEAXIJDX34
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.
Further information
1 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 conditions 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.
2 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.
3 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.
4 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.
5 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
ODPFMMITMBTTBFL
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