11th Nov 2015 13:09
11 November 2015
GAME DIGITAL PLC
PUBLICATION OF ANNUAL REPORT
NOTICE OF AGM
PROPOSED RENEWAL OF AUTHORITY TO BUY BACK SHARES
AND
PROPOSAL TO SHAREHOLDERS FOR THE
APPROVAL OF WAIVER OF RULE 9 OF THE CITY CODE
GAME Digital plc ("GAME" or the "Group"), announces that it has posted to shareholders of the Company its 2015 Report and Accounts for the year ended 25 July 2015 and a circular (the "Circular") containing a notice of the Annual General Meeting ("AGM"), including proposals regarding the renewal of the Company's authority to make market purchases of its ordinary shares of 1p each ("Ordinary Shares") (the "Buyback Authority") and approval of a waiver of the requirements under Rule 9 of the City Code on Takeovers and Mergers (the "Code") (the "Waiver").
The AGM will be held at the Company's registered office at Unity House, Telford Road, Basingstoke, Hampshire, RG21 6YJ on 13 January 2016 at 10.00 a.m.
In accordance with Listing Rule 9.6.1, a copy of each of the above documents has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Morningstar.co.uk/uk/nsm and available for download from the Company's website at www.gamedigitalplc.com/investor-relations/shareholder-services/agm.aspx.
Waiver Resolution
Set out in the Circular is an ordinary resolution for the approval of a waiver of the obligation which would otherwise arise, pursuant to Rule 9 of the Code, for Duodi Investments S.à r.l. ("Duodi"), the Company's major shareholder, or any other member of Duodi's concert party (together with Duodi, the "Concert Party") to make a general offer to the other shareholders of the Company for all of their Ordinary Shares as a result of market purchases of up to 17,000,000 Ordinary Shares by the Company pursuant to the Buyback Authority, which could potentially increase the Concert Party's aggregate shareholding from approximately 44.6 per cent of the total voting rights in the Company to a maximum of approximately 49.6 per cent of the total voting rights in the Company (the "Waiver Resolution"). Independent shareholders of the Company are being asked to approve the Waiver Resolution.
Potential effect of Buyback Authority on Concert Party holding
Duodi (an investment vehicle which is ultimately owned by Elliott International LP and Elliott Associates LP) and David Hamid (Chairman of the Company) are considered to be acting in concert for the purposes of the Code. As at 2 November 2015 (being the latest practicable date prior to the publication of the Circular), Duodi and David Hamid were between them interested in 75,820,764 Ordinary Shares, representing approximately 44.6 per cent of the voting rights of the Company.
Assuming (i) the repurchase of 17,000,000 Ordinary Shares pursuant to the Buyback Authority, (ii) no participation or other sales of interests in Ordinary Shares by any member of the Concert Party in connection with any share repurchases or otherwise and (iii) no other change in the Company's issued share capital, the Concert Party's maximum potential interest in the Ordinary Shares if the Waiver is approved would be 49.6 per cent. The breakdown of the maximum holdings of each member of the Concert Party in this scenario would be as follows:
Current | Following full exercise of Buyback Authority and using assumptions above | |||
Number of Ordinary Shares | Interest in Ordinary Shares as % of total voting rights | Number of Ordinary Shares | Interest in Ordinary Shares as % of total voting rights | |
Duodi | 74,614,752 | 43.9% | 74,614,752 | 48.8% |
David Hamid | 1,206,012 | 0.71% | 1,206,012 | 0.79% |
Total Concert Party | 75,820,764 | 44.6% | 75,820,764 | 49.6% |
Total Company | 170,000,000 | 153,000,000 |
Ruth Cartwright
Company Secretary
Tel: 01256 784229
Related Shares:
GMD.L