TIDMGMD TIDMSPD
RNS Number : 0866D
GAME Digital PLC
21 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
21 June 2019
GAME DIGITAL PLC ("GAME" or the "Group")
RESPONSE TO MANDATORY CASH OFFER BY SPORTS DIRECT INTERNATIONAL
PLC
Further to the announcement by Sports Direct International plc
("Sports Direct") on 5 June 2019 of a mandatory cash offer for the
Group, and the publication of its formal offer document on 20 June
2019, at a price of 30 pence per GAME ordinary share of GBP0.01
(the "Mandatory Offer"), the board of directors of GAME (the
"Board") today announces its response to the Mandatory Offer.
The Board has been considering the merits of the Mandatory Offer
and consulting with its major shareholders and advisers, whilst
also actively engaging in normal course discussions with Sports
Direct and its advisers during this time. Whilst the Board is
disappointed that Sports Direct decided to issue its offer document
unilaterally whilst these discussions were ongoing, the Board has
unanimously concluded, following a period of detailed deliberation
and having been so advised by Canaccord Genuity Limited ("Canaccord
Genuity"), that 30 pence per share represents a fair value for the
Group and intends, therefore, to recommend that shareholders accept
the Mandatory Offer, as those members of the Board who hold GAME
shares intend to do. In providing its advice, Canaccord Genuity has
taken into account the commercial assessments of the directors of
GAME.
In coming to this recommendation, the Board has considered the
growing size of Sports Direct's shareholding in the Group and the
reliance GAME has on Sports Direct for supporting its future growth
prospects (especially the future rollout of BELONG and GAME venues
under the collaboration agreement), combined with the ongoing
industry headwinds, current negative retail market outlook and the
likely elongated current console lifecycle which are expected to
impact the future financial performance of the Group.
The Board acknowledges Sports Direct's intention to work with
the GAME team as part of its ongoing review of the business and to
accelerate the evolution of the BELONG business. GAME continues to
see significant opportunity with its transformation strategy and
rollout of BELONG. The Board is therefore disappointed that it is
not able to execute this strategy on a standalone basis.
Nevertheless, the Board believes that the Mandatory Offer has the
potential to deliver a number of strategic benefits to GAME's
business, including the opportunity to benefit from Sports Direct's
increased financial and operating support.
The Board will write to shareholders with its detailed response
to the Mandatory Offer in due course.
The Board wishes to recognise the efforts of the GAME management
team in driving the broader transformation strategy, the launch of
BELONG and delivering significant efficiencies and right sizing
throughout the business to position better the Company to navigate
the challenging and evolving markets in which it operates.
Enquiries
GAME Digital plc +44 (0) 12 5678 4000
Martyn Gibbs (Chief Executive Officer)
Ray Kavanagh (Chief Financial Officer)
Canaccord Genuity Limited (Financial
Adviser and Joint Broker to GAME) +44 (0) 20 7523 8000
Chris Robinson
Bobbie Hilliam
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Jos Bieneman
Nick Hayns
Michael Russell
Person responsible
The person responsible for arranging for the release of this
announcement on behalf of GAME is Ruth Cartwright.
Website publication
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available (subject to certain restrictions) at
www.gamedigitalplc.com by not later than 12:00 noon (London time)
on the business day immediately following the date of this
announcement. The content of the website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement.
Further information
Canaccord Genuity Limited (which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority) is acting
exclusively for GAME in connection with the Mandatory Offer and no
one else and will not be responsible to anyone other than GAME for
providing the protections offered to clients of Canaccord Genuity
Limited, nor for providing advice in relation to the matters
referred to above.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with such restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) the offeree company 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
the offeree company 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 Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company 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) the offeree
company and (ii) any securities exchange offeror(s), 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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
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 Takeover 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
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