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 OF SUCH JURISDICTION

4 July 2019

RECOMMENDED MANDATORY CASH OFFER

for

GAME DIGITAL PLC

by

SPORTS DIRECT INTERNATIONAL PLC

Publication of the Response Circular

Following the publication of the Offer Document by Sports Direct on 20 June 2019, the directors of GAME (the "GAME Directors") announced on 21 June 2019 that they unanimously intended to recommend the Mandatory Offer.

GAME has today published a circular in relation to the Mandatory Offer (the "Response Circular"). The Response Circular is available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on GAME's website at www.gamedigitalplc.com.  

The Response Circular will be posted to GAME Shareholders and, for information only, to holders of options under the GAME Share Plans and persons with information rights on 4 July 2019.  The Response Circular sets out, among other things, the expected timetable of principal events, a letter from the Chairman of GAME and the views of the GAME Board on the Mandatory Offer (including its recommendation).

GAME will also be sending details of the proposals being made to participants in the GAME Share Plans to such participants.

The GAME Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Mandatory Offer, consider the terms of the Mandatory Offer to be fair and reasonable.  In providing its advice to the GAME Directors, Canaccord Genuity has taken into account the commercial assessments of the GAME Directors. Canaccord Genuity is providing independent financial advice to the GAME Directors for the purposes of Rule 3 of the Code.

Accordingly, the GAME Directors unanimously recommend that GAME Shareholders accept the Mandatory Offer, as those GAME Directors who hold GAME Shares intend to do in respect of their own beneficial holdings of GAME Shares.

If you are a GAME Shareholder, by now you should have received the Offer Document and, if you hold your GAME Shares in certificated form, the Form of Acceptance from Sports Direct, which contain details of the Mandatory Offer.  Please refer to the Offer Document (in particular the section headed "Action to be taken to accept the Offer" on page 4 of the Offer Document) and, if you hold your GAME Shares in certificated form, the Form of Acceptance for information on how to accept the Mandatory Offer.

The expected timetable of principal events is set out below.

Copies of the Response Circular will be submitted to the National Storage Mechanism later today, and will be available for inspection at www.morningstar.co.uk/uk/NSM/.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Response Circular.

Expected timetable of principal events

The following indicative timetable sets out the expected dates for the implementation of the Mandatory Offer.  All references to time are to London time unless otherwise stated.

Helpline

If you have any questions about this announcement or the Mandatory Offer, please telephone GAME's registrar, Computershare Investor Services PLC, on 0345 002 1125 (from within the UK) or +44 (0)345 002 1125 (from outside the UK).  Calls are charged at the standard geographic rate and will vary by provider.  Calls from outside the United Kingdom will be charged at the applicable international rate.  The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales.  Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries

Macfarlanes LLP is retained as legal adviser to GAME.

Important notices

Canaccord Genuity, which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser and joint corporate broker exclusively for GAME and for no one else in connection with the Mandatory Offer and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than GAME for providing the protections afforded to clients of Canaccord Genuity, nor for providing advice in relation to the Mandatory Offer or any other matter referred to in this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Mandatory Offer or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. GAME Shareholders are advised to read the Response Circular carefully.

Overseas jurisdictions

The release, publication or distribution of this announcement, in whole or in part, in, into or from jurisdictions other than the United Kingdom may be restricted by law.  Any persons who receive or are able to access this announcement who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, all such restrictions.  In particular, the ability of persons who are not resident in the United Kingdom to accept the Mandatory Offer may be affected by the laws of the relevant jurisdiction in which they are located.  Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this announcement to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of such jurisdiction.  To the fullest extent permitted by applicable law, the companies and other persons involved in the Mandatory Offer disclaim any responsibility and liability for the violation of such restrictions by any person or any other failure to satisfy any applicable laws, regulations or requirements.

This announcement does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with English law and the 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 of jurisdictions outside the United Kingdom.

Copies of this announcement and formal documentation relating to the Mandatory Offer will not be made available, directly or indirectly, in or into, or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction, and no person may accept the Mandatory Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Copies of this announcement and the formal documentation relating to the Mandatory Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction.  Persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it, in whole or in part, in, into or from a Restricted Jurisdiction.

Forward-looking statements

This announcement contains certain forward-looking statements with respect to GAME. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of GAME and (iii) the effects of government regulation on the business of GAME. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this announcement, neither they nor any other statements have been reviewed by the auditors of GAME. By their nature, these forward-looking statements involve known and unknown risks, and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither GAME, nor its members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

Neither GAME, nor its members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, has any intention or accepts any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to GAME or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above.

Neither GAME, nor its members, directors, officers, employees, advisers or any person acting on behalf of one or more of them, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings or earnings per share for the Company, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per GAME Share, as appropriate.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on GAME's website (www.gamedigitalplc.com) by no later than 12:00 noon on the business day following the date of publication of this announcement.  Save as expressly referred to in this announcement, the contents of that website is not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

If you have received this announcement electronically, you may (in accordance with Rule 30.3 of the Code) request a hard copy of this announcement, free of charge, by either calling GAME's registrar, Computershare Investor Services PLC, on 0345 002 1125 (from within the UK) or +44 (0)345 002 1125 (from outside the UK), or by writing to Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS13 8AE.  Calls are charged at the standard geographic rate and will vary by provider.  Calls from outside the United Kingdom will be charged at the applicable international rate.  The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales.  Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.  For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.  In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Mandatory Offer should be in hard copy form.

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 p.m. (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 p.m. (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.

General

If you are in any doubt as to what action you should take, you are recommended to seek your own advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

Time

All times shown in this announcement are London times, unless otherwise stated.

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