On 5 June 2019, Sports Direct International plc (LON:SPD) 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 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 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 and, in respect of certificated GAME Shares, the accompanying Form of Acceptance.
On 9 July 2019, Sports Direct announced that the Offer had been declared unconditional in all respects and that it would remain open for acceptance until 1:00pm (London time) on 30 July 2019.
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 12 July 2019, Sports Direct had received valid acceptances of the Offer in respect of a total of 77,826,370 GAME Shares, representing approximately 45.00 per cent. of GAME’s existing issued share capital, which may count towards the satisfaction of the acceptance condition to the Offer.
Sports Direct holds 66,569,666 GAME Shares, representing approximately 38.49 per cent. of GAME’s entire issued share capital. In addition, as at 1:00pm (London time) on 12 July 2019, Sports Direct had agreed to purchase 661,659 GAME Shares (representing approximately 0.38 per cent. of GAME’s entire issued share capital). Such transaction will settle by 16 July 2019.
Accordingly, as at 1:00pm (London time) on 12 July 2019, Sports Direct owned, had agreed to acquire, or had received valid acceptances in respect of a total of 145,057,695 GAME Shares, representing approximately 83.88 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.
Cancellation of trading and listing
Since the Offer has been declared wholly unconditional, and having received acceptances of the Offer which, when taken with GAME Shares already owned and/or otherwise agreed to be acquired by Sports Direct, exceed 75 per cent. of the issued share capital of GAME, Sports Direct intends to procure the making of an application by GAME for the cancellation of trading in the GAME Shares on the London Stock Exchange’s main market for listed securities and listing of the GAME Shares on the premium listing segment of the Official List. A notice period of not less than 20 Business Days before these cancellations become effective will commence on the date of this announcement.
GAME Shareholders are urged to accept the Offer, as the cancellation of trading and listing would significantly reduce the liquidity and marketability of any GAME Shares not acquired by Sports Direct.
Compulsory acquisition
If Sports Direct receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 90 per cent. or more in nominal value of the GAME Shares to which the Offer relates and of the voting rights carried by those GAME Shares, Sports Direct intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining GAME Shares on the same terms as the Offer.
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.
Further copies
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. 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.
