Takeover Offers
NOTICE OF FINAL MANDATORY CASH OFFER BY SPORTS DIRECT INTERNATIONAL PLC FOR THE SHARE CAPITAL OF GAME DIGITAL PLC NOT HELD BY SPORTS DIRECT INTERNATIONAL PLC
Sports Direct International plc ("Sports Direct") announces that, by means of a formal offer document dated and posted on 20 June 2019 (the "Offer Document") (together with the accompanying form of acceptance (the "Form of Acceptance")) and by means of this notice, Sports Direct is making an offer to acquire all of the issued and to be issued share capital of GAME Digital plc ("GAME") not held by Sports Direct (the "Offer"). Terms defined in the Offer Document have the same meanings in this notice.
A person who accepts the Offer will receive, for each GAME Share, 30 pence in cash. The Offer of 30 pence in cash for each GAME Share is final and the Offer Price will not be increased.
Copies of the Offer Document setting out the full terms of the Offer and the Form of Acceptance are available free of charge, subject to certain restrictions relating to persons resident in any jurisdiction where the release, publication or distribution, in whole or in part, in, into or from or where the extension of the Offer would constitute a violation of the relevant laws of the jurisdiction, in particular the United States, Australia, Canada or Japan (each a "Restricted Jurisdiction" and, together, the "Restricted Jurisdictions"), on Sports Direct's website at https://www.sportsdirectplc.com/disclaimer-offer-for-game.aspx. They are also available for inspection at the offices of the Receiving Agent, Computershare at The Pavilions, Bridgwater Road, Bristol, BS13 8AE, subject to certain access restrictions relating to citizens or residents of Restricted Jurisdictions.
This notice does not constitute, and must not be construed as, an offer to sell or issue, nor the solicitation of any offer to buy or subscribe for, any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and, in the case of GAME Shareholders holding GAME Shares in certificated form, the Form of Acceptance.
The full terms of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of certificated shares only, the Form of Acceptance. GAME Shareholders who accept the Offer may rely only on the Offer Document and, in the case of certificated shares only, the Form of Acceptance for all the terms of the Offer.
The Offer is, by means of this notice subject to certain restrictions relating to persons located in the United States or any other Restricted Jurisdiction, being extended to all persons to whom the Offer Document may not be despatched who hold GAME Shares. Such persons are informed that copies of the Offer Document and the Form of Acceptance are available for inspection at the offices of the Receiving Agent, Computershare at The Pavilions, Bridgwater Road, Bristol, BS13 8AE.
The Offer, which has been made by means of the Offer Document and this notice, is initially open for acceptance until 1.00 p.m. (London time) on 11 July 2019. Sports Direct reserves the right (but shall not be obliged, other than as may be required by the Takeover Code) at any time or from time to time to extend the Offer after such time.
The Offer is not being made, directly or indirectly, in or into or by use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Australia, Canada or Japan or any other Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility from within any such jurisdiction. Accordingly, this notice is not being published and may not be forwarded, distributed or sent, and neither the Offer Document nor the Form of Acceptance is being or may be mailed or otherwise forwarded, distributed or sent, in, into or from the United States, Australia, Canada or Japan or any other Restricted Jurisdiction and doing so may render any purported acceptance of the Offer invalid.
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you reside in the United Kingdom or, if not, another appropriately authorised independent financial adviser in the relevant jurisdiction.
Numis Securities, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Sports Direct and no one else in connection with the Offer and will not be responsible to anyone other than Sports Direct for providing the protections afforded to its clients, nor for providing advice, in relation to the Offer.