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Sports Direct International

Sports Direct International plc Cash Offer for GAME DIGITAL PLC

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 (LON: GMD) 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. 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.

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 8 July 2019 Sports Direct had received valid acceptances of the Offer in respect of a total of 27,366,535 GAME Shares, representing approximately 15.82 per. cent of GAME’s existing issued share capital, which may count towards the satisfaction of the acceptance condition to the Offer.

These acceptances included that received in respect of 4,000,000 GAME Shares, representing approximately 2.31 per. cent of GAMES’s entire issued share capital, which were subject to a letter of intent procured by Sports Direct from Marlborough UK Nano-Cap Growth Fund.

Sports Direct holds 66,569,666 GAME Shares, representing approximately 38.49 per. cent of GAME’s entire issued share capital. Accordingly, as at 1:00pm (London time) on 8 July 2019, Sports Direct owned or had received valid acceptances in respect of a total of 93,936,201 GAME Shares, representing approximately 54.31 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.

Offer unconditional in all respects

As set out in Part A of Appendix I of the Offer Document, the Offer was conditional upon Sports Direct securing valid acceptances of the Offer in respect of GAME Shares which would result in Sports Direct holding GAME Shares carrying more than 50 per cent. of the voting rights then normally exercisable at a general meeting of GAME.

In light of the level of acceptances and GAME Shares already held by Sports Direct referred to above, the Condition has been satisfied. Accordingly, the Offer is hereby declared unconditional in all respects.

GAME will remain in an offer period until 1:00pm on Thursday, 11 July 2019, the original first closing date of the Offer. The Offer will remain open for acceptance until 1:00pm on 30 July 2019.

GAME Shareholders who wish to accept (and have not yet validly accepted) the Offer are urged to take action as soon as possible, and in any event by 1:00pm on 30 July 2019.

Acceptance procedure

If you hold your GAME Shares in Certificated Form, 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 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, 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 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 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 Monday to Friday. 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.

Settlement of consideration

Settlement of consideration under the Offer will be made within 14 days of the date of this announcement to those GAME Shareholders whose valid acceptances have already been received in the manner described in the Offer Document. Settlement of consideration in respect of valid acceptances received after the date of this announcement will be made within 14 days after receipt of each such acceptance.

Interests in GAME Shares

As at the close of business on 8 July 2019, being the latest practicable date prior to publication of this announcement, the interests of Sports Direct and its concert parties and their immediate families, related trusts and connected persons, all of which are beneficial unless otherwise stated, in relevant securities were as follows:

NameType of relevant security heldNumber of relevant securitiesApproximate aggregate percentage of the existing issued share capital, and voting rights, of GAME
Sports DirectGAME Shares66,569,66638.49

With the exception of the interests set out above, as at close of business on 8 July 2019, being the latest practicable date prior to publication of this announcement, neither Sports Direct, nor any person acting in concert with it for the purposes of the Offer, is interested in or has any rights to subscribe for any GAME Shares, nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of GAME. For these purposes ‘arrangement’ includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of any relevant securities of GAME, and any borrowing or lending of any relevant securities of GAME which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of GAME.

Website publication and further copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be published (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Sports Direct’s website at https://www.sportsdirectplc.com/investor-relations.aspx and on GAME’s website (www.gamedigitalplc.com) by no later than 12 noon (London time) on the business day following the publication of this announcement. The contents of Sports Direct’s and GAME’s websites are not incorporated into, and do not form part of, this announcement.

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. 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. 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.