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Monday 19 May, 2014

Game Digital

Announcement of Intention to Float

RNS Number : 4345H
Game Digital
19 May 2014


This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in any prospectus (the "Prospectus") in its final form that may be published by GAME Digital plc, a new English holding company (the "Company") for the GAME group of companies (the "Group" or "GAME") (which, with effect shortly prior to Admission (as defined below), will consist of Capitex Holdings Limited ("Capitex") and its subsidiary GAME Retail Limited ("GRL"), and Cherrilux Investments S.à r.l ("Cherrilux") and its subsidiary GAME Stores Iberia SLU ("GSI")), in connection with the admission of the Company's ordinary shares (the "Shares") to the premium listing segment of the Official List of the UK Listing Authority (the "UKLA") and to trading on London Stock Exchange plc's Main Market for listed securities (the "London Stock Exchange") ("Admission").

Following its publication the Prospectus will (subject to certain access restrictions) be available online at


19 May 2014


GAME Digital plc

Announcement of Intention to Float

GAME Digital plc, the leading omni-channel specialist retailer of video games in the UK and Spain, today announces its intention to proceed with an initial public offering of Shares in the Company (the "IPO" or "Offer"). GAME intends to apply for admission of the Shares to the premium listing segment of the Official List of the UKLA and to trading on the main market of the London Stock Exchange. 

GAME is a market leader in the UK and Spanish video game markets, where it sells an extensive range of new and pre-owned gaming and gaming-related products, including hardware, physical and digital content, accessories, licensed merchandise and GAMEWare (its own-label brand), as well as mobile devices and movies.

Under new ownership and management since 1 April 2012, GAME has successfully completed a significant restructuring and implemented a number of initiatives designed to position the Group for sustainable, long-term growth. GAME now operates an omni-channel model from a streamlined store portfolio, comprising 560 stores across the UK and Spain as at 16 May 2014 (down from 874 stores as at 28 January 2012), together with eCommerce and mCommerce channels and an award-winning UK app.  The Group's store portfolio is the central hub of its customer engagement proposition and provides an important marketing platform for its suppliers' physical and digital video gaming products.

GAME has a 33 per cent. share of the new video game content, hardware and accessories market, by revenue, in the UK and a 35 per cent. market share in Spain, as at 28 December 2013. The Group attributes this to its strong specialist brand heritage, highly trained in-store teams, and a loyal customer base, underpinned by its customer reward programmes, which, as at 26 April 2014, had more than 16 million members in the UK and Spain. In order to enhance its relationship with customers and suppliers, GAME has significantly expanded the use of customer insight and has invested in its CRM infrastructure and expertise. This has permitted the Group to implement direct personalised marketing, strengthen business planning procedures and support suppliers with product launches and product marketing.

The initiatives implemented under new ownership and management have already yielded a positive contribution to the Group's financial results. For the 26-week period ended 25 January 2014, the Group generated revenue of £586.4 million, Adjusted EBITDA of £50.8 million and cash from operations of £45.9 million compared to £427.3 million, £24.5 million and £13.8 million, respectively, in the 26-week period ended 26 January 2013. For the 52-week period ended 25 January 2014 (the "2013 Annual Period"), the Group generated revenue of £815.7 million, Adjusted EBITDA of £47.0 million and cash from operations of £57.7 million. The Group has agreed commercial terms with HSBC for a new £50 million stock finance facility which is expected to be entered into ahead of Admission.

In connection with the IPO, GAME also announces the appointment of three independent Non-Executive Directors, John Jackson, Caspar Woolley and Lesley Watkins, and one further Non-Executive Director, Franck Tuil, to complement the existing board under the chairmanship of David Hamid.

Business Highlights

GAME's key strengths consist of the following:

GAME is a market leader in the large, growing and increasingly complex video game market

·     The total video gaming market was worth an estimated £4.7 billion across the UK and Spain combined in 2013(1)

The UK and Spanish video game market is projected to grow to £5.8 billion in 2016(1)representing a compound annual growth rate of 7.6%

·     The Group believes it has positioned itself well to take advantage of the future growth of the UK and Spanish video game market, initiated by the release of Xbox One and PlayStation 4 in November 2013

UK and Spanish market sales of Xbox and PlayStation consoles and content together with pre-owned are expected to grow at a compound annual growth rate of 14.2% and 5.2% from 2013 to 2016(1) respectively

·     Digital content growth in the UK and Spain represents a significant opportunity for the Group through its leading market presence in the retail distribution of console digital content

UK market sales of console digital content are expected to grow at a compound annual growth rate of 26.3% from 2013 to 2016(1)

GAME had a 53% market share of retail sales of console digital content in 2013 in the UK (retail estimated to represent 35%(1) of UK sales of console digital content in 2013)

(1) Source OC&C

GAME offers a compelling and differentiated customer proposition

·     Specialist retail and gaming proposition, differentiating the Group from supermarkets, department stores and online retailers at a time when video gaming content and products are growing in complexity

·     "One-stop shop" for games, platforms and content through a well-investedstore portfolio and online and mobile channels (including the award-winning UK GAME app) that enable customers to shop anytime, anywhere

·     Wide range of products, product offers and services, including market-exclusive editions, digital content, an extensive range of pre-owned products (central to the Group's value-led proposition), own-label products and a growing entertainment offering

·     The Group had more that 16 million reward programme members as at 26 April 2014 and offers flexible payment methods for its customers including Trade-in, Gift Card and Reward Points

·     Regular community engagement activities including early access events, launch parties and midnight openings, as well as extensive use of social media channels at national and local level, building excitement and theatre around major new product releases and providing a hub for video gaming enthusiasts

GAME has access to valuable customer insight which it uses to increase customer and supplier engagement

·     Database covering over 19 million customers in the UK and Spain as at 26 April 2014, providing valuable insight into purchase patterns and payment preferences

·     Significant proprietary in-house technology and data analytics capabilities 

·     Ability to increase customer loyalty and value by personalising engagement and offers

GAME is a key partner for its suppliers

·     Suppliers view the Group as an important partner in successful launch campaigns, digital sales and bundling and up-selling of their products

·     Strong supplier relationships mean the Group is regularly provided with market-exclusive content to offer its customers

·     Suppliers have provided funding for the Group's stores in the UK, increasing the emphasis on in-store gameplay and the sale of digital content, as well as marketing support for online and in-store displays, events, promotion and advertising

·     GAME's customer insight enables it to respond to specific supplier needs and provides real time market intelligence to assist suppliers with strategic decisions, business planning and customer engagement

GAME has a flexible cost structure and capital light balance sheet

·     Flexible cost base and the ability to manage its store numbers and staff numbers (as at 26 April 2014, the leases for the Group's stores had an average break clause of 3.1 years in the UK and 1.5 years in Spain, with over 85 per cent. of UK leases on monthly rent)

·     Working capital managed effectively, currently with minimal benefit from credit insurance facilities; the Group has no defined benefit pension scheme and, after giving effect to a corporate reorganisation prior to the IPO, will not have long-term borrowings       

·     Well-invested infrastructure and self-funded growth initiatives, positioning the Group to take advantage of future growth opportunities

GAME has an experienced and knowledgeable management team that has led the transformation of the business

·     Highly experienced senior management team, with a successful track record within the gaming and retail industries and significant expertise in customer management, online and digital

·     Led by Martyn Gibbs, the Chief Executive Officer, who has 24 years of experience in the retail sector and 19 years of experience within the UK video games industry

·     Supported by Benedict Smith, Chief Financial Officer, who was previously CFO of Harrods Group and Spirit Group

·     Board chaired by David Hamid who has 30 years of experience in the consumer electronics sector and over 25 years of experience in the retail sector

·     Appointment of three independent Non-Executive Directors, John Jackson, Caspar Woolley and Lesley Watkins, and one further Non-Executive Director, Franck Tuil, to complement the existing Board

GAME has a clear strategy for growth

·     Consistent focus on maximising market share of console hardware and physical content sales

·     Investment in digital infrastructure to grow the Group's presence and maximise sales of both console and non-console digital content through all of its channels

·     Effective promotion and expansion of the pre-owned category, offering customers an attractive value proposition across an increasing range of products

•      GAME had a 39 per cent. market share of the UK pre-owned physical content market in 2013 (Source: OC&C)

·     Continued expansion of the Group's product and service offering to target a broader gaming community, including GAMETRONICS and the proposed introduction of GAME Marketplace

Offer Highlights

·     The Offer will comprise an offer of new Shares to be issued by GAME and a sale of the existing Shares by Duodi Investments S.à r.l (the "Major Shareholder") (an investment vehicle in which the majority interest is ultimately owned by funds in respect of which Elliott Advisors (UK) Limited ("Elliott Advisors") is a sub-advisor to the funds' investment services provider) and certain Directors (collectively, the "Selling Shareholders")

·     The Company expects to receive net proceeds of approximately £12 million from the issue of new Shares in the Offer, after estimated underwriting commissions and other fees, taxes and expenses incurred in connection with the Offer and Admission, which are expected to be approximately £8 million (excluding VAT). The Company intends to use the net proceeds for general corporate purposes, including for additional working capital to support growth in the business following Admission.

·     An over-allotment option will be made available by the Major Shareholder

·     The Major Shareholder will be subject to certain lock-up arrangements in respect of the sale of Shares for 180 days following completion of the Offer

·     The Directors will be subject to certain lock-up arrangements in respect of the sale of Shares for 365 days following completion of the Offer

·     The IPO is expected to achieve a free float of at least 35%

·     An all-employee Share Incentive Plan ("SIP") and Save As You Earn scheme will be established with effect from Admission. All employees will be offered free shares up to a maximum of £3,600 under the SIP shortly after Admission, subject to an overall maximum of £1,000,000

·     Senior management and selected senior employees will be offered nil-cost options under a new Performance Share Plan. Options granted to Directors will have a longer vesting period and be subject to challenging performance conditions

·     At or shortly after Admission, GRL intends to issue virtual loyalty shares ("Loyalty Shares") with an aggregate value of £2 million to certain of its loyal customers.  It is expected that Loyalty Shares with an aggregate value of £1.8 million will be distributed among 18,000 of GAME's existing reward programme customers, and that Loyalty Shares with an aggregate value of £200,000 will be distributed randomly among 2,000 currently active reward programme customers.  Customers who receive Loyalty Shares will be able to redeem them on certain fixed dates for reward points which they can spend in accordance with the terms and conditions governing GAME's existing reward programme.  The value of the Loyalty Shares will fluctuate broadly in line with the price of the Shares following Admission. The cost of funding this customer reward scheme will be largely funded by the Major Shareholder

·     It is expected that following Admission the Company will become eligible for inclusion in the FTSE UK indices

·     In relation to the Offer, Canaccord Genuity Limited ("Canaccord Genuity") is acting as the financial adviser, Sole Sponsor and Joint Bookrunner, and HSBC Bank plc ("HSBC") and Liberum Capital Limited ("Liberum") are acting as Joint Bookrunners

Dividend Policy

The Board intends to adopt a progressive dividend policy which reflects the cash flow generation and long-term earnings potential of the Group, whilst retaining sufficient capital to fund investment to grow the business. The Board intends that the Company will pay the total annual dividend in two tranches, split broadly evenly between an interim dividend and a final dividend, to be announced at the time of its interim and preliminary results respectively.

In addition, subject to cash not being required for ongoing operations or organic investment, among other things, the Board will consider returning excess cash to the Company's shareholders ("Shareholders") over time, for example by way of special dividends, which would supplement the Group's ordinary dividends.

The Group may revise its dividend policy from time to time.

Subject, among other things, to sufficient distributable reserves being available, it is expected that the first dividend to be declared by the Group following Admission will be the interim dividend in respect of the first half of the 2015 financial year ending 25 July 2015, which would be payable in April 2015.

David Hamid, Non-Executive Chairman of GAME Digital plc said:

"The turnaround of the GAME business is remarkable.  GAME in the UK has been transformed and strengthened, while GAME in Spain has proved its resilience. The Group now has exciting prospects for the future and I pay tribute to the colleagues within the business who have achieved this.  We have a great team.  The retail landscape is ever-changing and the business has proved it is capable of taking advantage of that pace of change. I look forward in particular to rolling out our ground-breaking digital strategy, which should underpin the business for many years to come."

Martyn Gibbs, Chief Executive of GAME Digital plc said:

"GAME has built a strong platform with the continued support of its store and central teams, its supplier partners and its customers.  The business is now well set to capitalise on the growing market for gaming content, whether digital or physical, new or pre-owned.  A public listing will support our long-term strategy as we develop our digital offering in all our channels.  GAME's stores, online and mobile channels are an influential and cost-effective route to market for our supplier partners. Gamers can get advice, try new games, trade-in and buy exclusive content with us.  With 16 million reward programme members, we are building a valuable community of gamers across the UK and Spain.  We have had tremendous support from the industry since starting our new company and we now offer our customers significant benefits in terms of their store experience, access to our trained and knowledgeable store teams, access to digital content, and a widening range of products.  As we enter a new era of gaming, with ever more content and ways to buy and play, the business is incredibly well-placed to continue to grow." 



GAME Digital plc                                                                                                              +44 (0) 1256 784000

Martyn Gibbs, Chief Executive Officer

Benedict Smith, Chief Financial Officer


Financial Adviser, Sole Sponsor and Joint Bookrunner

Canaccord Genuity                                                                                                         +44 (0) 20 7523 8000

Alexis de Rosnay

Bruce Garrow

Cara Griffiths

Emma Gabriel


Joint Bookrunner

HSBC                                                                                                                                     +44 (0) 20 7991 8888

Stuart Dickson

Andrew Judge

Richard Fagan


Joint Bookrunner

Liberum                                                                                                                               +44 (0)20 3100 2222

Peter Tracey

James Staveley

Christopher Britton

Media Enquiries

Citigate Dewe Rogerson                                                                                               +44 (0) 20 7638 9571

Tom Baldock                                                                                                                      +44 (0) 20 7282 2889

Grant Ringshaw                                                                                                                                +44 (0) 20 7282 2851

Jos Bieneman                                                                                                                    +44 (0) 20 7282 1053



History of GAME

In March 2012, The GAME Group plc, together with seven other companies in its group, entered into administration (the "Administration"). The company then carrying on the Spanish business did not enter into Administration.  Following the entry into Administration certain assets of the UK business and the Spanish business were acquired by subsidiaries of the Major Shareholder (the "Acquisition"). The listing of shares in The GAME Group plc was cancelled in April 2012.

Prior to entering into Administration, The GAME Group plc operated across a number of regions, including Australia, the Czech Republic, France, Ireland, Portugal, Scandinavia, Spain and the UK.  In the UK, The GAME Group plc operated under two brands (GAME and Gamestation) and had a portfolio of 610 stores (as at 31 January 2012), resulting in high fixed costs.  The GAME Group plc was also highly leveraged.

Following the entry into Administration, loss-making stores in the UK were closed.  Certain stores in close proximity to each other were also closed in order to optimise sales and contribution by store.  A total of 309 UK stores were closed during the 52-week period ended 26 January 2013 (the "2012 Annual Period") (51 per cent. of pre-closure stores in the UK), with a majority (277) closed by the administrators of the GAME Group plc prior to the Acquisition.  In Spain, a similar analysis of the store portfolio was carried out, which resulted in the closure of 32 stores (representing 12 per cent. of pre-closure stores in Spain) during the three years ended 25 January 2014.

The Group's current operations are focused on the gaming market in the UK and Spain and have undergone a significant streamlining process. A new management team was appointed post-Acquisition to manage the UK operations, while the Spanish management team has remained unchanged.  Since the Administration, the Group has undertaken a series of initiatives, which have already yielded a positive contribution to the Group's results and cash flows.  Specifically, the Group has:

·     reduced expenses by (i) reducing overhead costs, (ii) renegotiating certain leases to secure lower rents on its store estate, which was rationalised in administration, and (iii) entering into more favourable non-stock supplier contracts.

·     focused on gross profit margin management by rebuilding its pre-owned offering (by restocking the business and introducing refined pricing matrices to determine and closely monitor the price paid for the customers' products and resale prices) and renegotiating agreements with key suppliers;

·     expanded the use of customer insight with investment in its CRM infrastructure and expertise;

·     invested in its online and digital infrastructure, including by implementing a scalable IT architecture, upgrading and re-launching its UK website, creating an mCommerce website, developing the GAME app, implementing PayPal payment capabilities, developing a new online checkout, further developing Codebank (a solution developed by the Group that enables customers to purchase digital currency, digital subscriptions and digital codes that are linked to a specific piece of digital content) and implementing touchscreen solutions and new network infrastructure to support digital content in its UK stores;

·     integrated its store, online and mobile (including the UK GAME app) channels; and

·     strengthened relationships with suppliers.

Key strengths

The Group benefits from the following key strengths:

Market leader in a large and increasingly complex video game market

The UK and Spanish mint video gaming markets (comprising new consoles, new console content (both physical and digital) and new accessories, but excluding pre-owned consoles, pre-owned console content and non-console digital content) (the "Mint Video Gaming Market") generated sales of approximately £2.2 billion and £0.6 billion, respectively, in 2013.  The Mint Video Gaming Market is expected to generate sales of approximately £3.0 billion and £0.6 billion in the UK and Spain, respectively, in 2016 (Source: OC&C). Growth within these markets is primarily being driven by the release of the next generation of consoles, namely the PlayStation 4 and Xbox One consoles, and associated new software releases.

The Group has leading positions in these markets, with a 33 per cent. and a 35 per cent. market share of the UK and Spanish mint video gaming markets, respectively, based on value for the 52-week period ended 28 December 2013 (Source: GfK Chart-Track).

The table below shows the Group's market share by product category:


2013 Market share %(2)




Product category



Mint physical content(3)



Console retail digital content(4)



Mint hardware(5)










(2) Based on GfK Chart-Track data for the UK and Spanish retail video game markets, respectively, for the 52 weeks ended 28 December 2013. Market share is based on value.

(3) Mint physical content comprises mint software boxed titles, purchased in-store or online.

(4) Console retail digital content includes, but is not limited to, Sony PlayStation Network and Microsoft Xbox Live currency and points, purchased via a point of sale. Excludes direct distribution of console digital content.

(5) Mint hardware comprises physical consoles.

(6) Accessories include, but are not limited to, peripherals such as controllers, wheels, cables, charge units, headsets.


The Directors believe that the growing complexity of video gaming content and products, coupled with the shift towards digital content, demands a dedicated specialist retailer.  As the range of gaming devices and content continues to grow, the need for customer interaction and education, to facilitate product discovery, can be expected to increase, as does the value of an aggregator to provide customers with a "one-stop shop" for all their video gaming needs.

In addition, the Directors believe that the shift towards digital in the UK and Spain represents a growth opportunity for the Group as the complexity of digital delivery and the need for integration with suppliers, software publishers and games developers represent significant barriers to entry. The Group benefits from a scalable digital infrastructure, which it has developed to operate alongside suppliers' and publishers' platforms, and which enables the purchase of digital codes through all of the Group's distribution channels.  In the UK, the Group is integrated with its key suppliers, including Microsoft, Nintendo, Sony, Steam and 18 other suppliers, for the sale of digital products, including combinations of currency, subscriptions and content. This allows the Group's customers to purchase digital content either in-store or online.

The Group has a range of initiatives underway further to enhance access to digital content.  The Group is developing a content solution which will integrate directly with suppliers, software publishers, games developers and media owners, which would enable them to supply the Group directly with digital marketing materials (for example, gaming pack shots, reviews, video, editorials and product information).  This progress on digital content has been greatly aided by the Group's recruitment in the UK of a dedicated Chief Digital Officer in the UK and the appointment of a Chief Technology Officer.  In 2013, the Group in the UK started re-developing GAME WALLET, which, when available, will broaden the available currency for the purchase of products sold by the Group (by enabling credit earned from loyalty points, trade-ins and gift cards to be redeemed for purchases of digital content) in the UK. The Group expects to launch GAME WALLET in its UK stores in June 2014 and online in September 2014.  Owing to these and other initiatives, the Directors believe that the Group is well placed to capitalise on growth in the digital content market in the UK and Spain.

Compelling and differentiated customer proposition

The Directors believe that the Group's specialist retail and gaming community proposition differentiates it from the supermarkets, department stores, electrical retailers and online retailers with which it competes in the gaming entertainment space in the UK and Spain.  The Group's omni-channel approach is designed to enable the Group's customers to access and receive information, advice and products in the channel, forum or format of their choice, with each channel supporting the others.  The Group has invested in infrastructure, including its store portfolio, online and mobile channels (including the UK GAME app), enabling customers to shop anytime, anywhere, across numerous platforms and devices and allowing the Group to create and personalise shopping experiences based on a deep understanding of those customers' buying patterns and preferences.  The Directors believe this infrastructure provides a significant opportunity for future development of the Group's customer proposition and engagement through all channels. 

The Directors believe that the Group's customer proposition includes the following key attributes:

Leading specialist

The Group is a gateway to platforms and content.  The Directors believe that the Group's leading market positions and its dedicated sales teams enable it to respond to evolving market dynamics characterised by increased customer interaction and education. This, in turn, can be expected to drive customer conversion, retention and sales 'attach rates'.  The Group's specialist proposition is also characterised by the ability of the Group to build excitement around major launches, which underpins its role as an independent marketing platform for many of its business partners and a hub for its video gaming community and enthusiasts. 

The Directors believe that the Group provides a high level of customer service through its knowledgeable in-store teams, who assist customers with product discovery and who the Directors believe are central to the conversion of in-store customer visits into purchases of the Group's products and to the profitability of the Group's pre-owned business through its trade-in model.  The Group's in-store teams benefit from on-going sales training, as well as training in the latest technical and functional elements of the Group's products and services.

Wide product range and exclusive content

The Group has a wide range of products and product offers that, the Directors believe, enables it to be a "one-stop shop" for gamers.  Further, the Group has been able to procure exclusive content from its suppliers, which the Directors believe is a key competitive advantage for the Group, as exclusive content has high actual or perceived value to discerning gaming customers and as purchasers of exclusive content typically spend more than average customers.  In 2013, the Group received exclusive content for 95 per cent. (by value) of the top 20 video game console physical content (by value) in the UK.  The Group also has an extensive and growing pre-owned product offering, which is its most profitable segment.  It also has a range of own-label products and a growing entertainment offering (including the "Toys to Life" category (Activision Skylanders and Disney Infinity figures), collectibles, clothing and other merchandise and DVDs).

Flexible payment methods

The Group offers a flexible payment model for its customers, which, in addition to traditional cash, debit and credit cards, includes the ability to pay with gift cards (which may also store credit accrued from traded-in products) and reward points. The Directors believe that by broadening the available currency for purchasing the Group's products, the Group promotes customer engagement, retention and loyalty.  In the 2013 Annual Period, 54 per cent. of purchases of new content (including digital) in the Group's UK stores were made by methods other than debit or credit cards and 75 per cent. of purchases of digital content in the Group's UK stores were made by methods other than debit or credit cards. The Directors believe that GAME WALLET could provide the Group, its suppliers, software publishers and games developers in the UK with access to a broader customer demographic, by accessing those customers who do not wish to, or who cannot use, a debit or credit card online.

Active community engagement

The Group aims to be at the centre of the gaming community. The Group's community engagement is underpinned by its Reward Scheme in the UK and Loyalty Card Programme in Spain, which collectively comprised more than 16 million members as at 26 April 2014.  As at 26 April 2014, the Group had approximately 7 million active customers (being customers in the UK and Spain who have purchased or traded-in at least one item through the Group over the last 18 months).  Based on an average per week, over 1 million people visited the Group's websites each week between January and April 2014 and, as at 26 April 2014, being the last day of the Group's first quarter following the 2013 Annual Period, the Group was distributing an average of 1.1 million newsletters per week.  The Group's community engagement activities include early access events, launch parties and midnight openings.  It also actively engages with the online community via social media and event-based activities at both a store and Group level. The Group has a community panel service with its reward card holders in the UK, which provides research solutions and insight across a range of topics that it uses with suppliers. As at 26 April 2014, the community panel had approximately 10,000 members.  As at 6 May 2014, the Group had an audience of approximately 715,000 on Facebook, Twitter and YouTube in aggregate (based on the number of "likes", followers and subscribers). In addition, between January and April 2014, the Group recorded approximately 8 million media impressions and sent out an average of 415 targeted e-mails to customers each week. 

Valuable customer insight

The Directors believe that the evolving and increasingly complex video game market calls for personalised customer interaction and education, which requires retailers to understand and accommodate individual customer behaviour at a much more granular level.  

As at 26 April 2014, the Group had a customer database covering over 19 million customers in the UK and Spain.  This database broadens and deepens the Group's understanding of its customers by providing it with valuable insight into the purchase patterns, payment preferences and gaming behaviour of customers.  The Group uses this customer insight to:

·     select products and purchase quantities, manage inventory and implement targeted trade and brand marketing and customer engagement initiatives;

·     devise initiatives to increase customer loyalty and value, personalise engagement and target offers, with the aim of developing long term relationships with customers and driving incremental revenue over the lifetime cycle of each customer;

·     strengthen its relationships with key suppliers, by supporting suppliers with product launches and product marketing.  In addition, the Group can provide suppliers with customer segment information in order to help them maximise awareness and sales of their products; and

·     optimise training of its in-store teams and improve performance.

Over the last two years, the Group has invested in its in-house technology and data analysis capabilities and its CRM infrastructure and has brought its insight teams in the UK and Spain in-house.  It also appointed a dedicated UK Insight and Reward Director in April 2013.  The Group has seen a significant improvement in the way the information is collected, analysed and interpreted, and has invested in robust infrastructure and tools underlying these capabilities (including, for example, Coremetrics and IBM Marketing Centre), which it uses as part of its CRM and store activities and its online channel.  This analysis and insight not only improves the Group's ability to target its offering to optimise customer value but, the Directors believe, also increases the Group's importance to its suppliers through its ability to optimise positioning and awareness of its suppliers' products.  The Directors believe that the Group's customer insight enhances the Group's competitive position, as it may take significant time for third parties to replicate the quantity and quality of data that the Group currently possesses and the way that the Group uses this data in business.

Key partner for suppliers

The Directors believe that the Group maintains valuable relationships with its key suppliers and that suppliers view the Group as an important part of successful launches, digital sales and bundling and upselling of their products in the UK and Spain.  The Group's stores offer the Group's key suppliers, none of which has its own dedicated specialist games retail outlets in the UK and Spain, an avenue for promotion and marketing of their products and provide venues for pre-launch and launch events. The Group's in-store teams can interact in person with customers in-store, and the stores and in-store teams facilitate both discovery of, and education about, suppliers' products, including both physical and digital content and hardware.  The Group's in-store teams undergo significant training to be able to offer a specialist service that the Directors believe differentiates the Group from its competitors.

The Directors believe that its close relationships with key suppliers translate into valuable marketing and commercial support.  In particular:

·     the Group regularly procures market exclusive editions of new physical video game titles that feature exclusive content or other exclusive offerings (for example product related merchandise), which are part of the Group's proposition as a specialist retailer, to promote customer engagement and generate higher gross margins per unit compared to the standard versions;

·     suppliers have provided funding to help transform the Group's stores in the UK so as to increase the emphasis on gameplay and the sale of digital content in-store. Suppliers also provide the Group with marketing support for online and in-store displays, events, promotions and advertising as well as staff product training and education;

·     the Group works closely with suppliers to optimise major product launches, pricing and attach rates, as well as its stock allocations and pre-order requirements; and

·     the Group has established protective arrangements with certain suppliers, such as consignment stock arrangements (whereby payment is made only after stock has been sold), "sale or return" support in relation to inventory (to decrease the Group's risk of inventory obsolescence) and arrangements that reduce the unit price paid by the Group for unsold titles if the Group does not achieve projected sales, thereby allowing the Group to maintain its margins when offering price discounts to customers to drive sales. 

Flexible cost structure and capital light balance sheet

The store base has been rationalised and, as at 26 April 2014, the leases for the Group's stores had an average break clause of 3.1 years in the UK and 1.5 years in Spain, providing the Group with a flexible cost base and the ability actively to manage its store number and usage.  In the UK, over 85 per cent. of the leases are on monthly rent.  The Directors believe that the Group's stores provide it with the flexibility and scalability to take advantage of growth opportunities that may emerge in the future, as well as the ability to refocus its store base without long-term fixed costs.  In particular, the Group's ability to set-up temporary "pop-up" stores during busy periods provides an avenue for driving revenue increases at low incremental costs.   The Group has a degree of flexibility in its staff costs, as staffing in its stores can be adjusted weekly in line with expected revenues.  In addition, approximately half of the Group's other operating costs vary with volume (for example, marketing and distribution costs), further increasing the flexibility of the cost base. 

Following an analysis of the Group's cost structure, the Group reduced its overhead costs by 26 per cent. (from £36.3 million for the 52 weeks ended 28 January 2012 (the "2011 Annual Period") to £27.0 million in the 2012 Annual Period).  The Group will continue to seek opportunities to reduce its cost base, where feasible. 

The Group monitors working capital on a regular basis, and the Group's working capital cycle is supported by the Group's arrangements with certain suppliers.  The Group typically seeks to purchase products from suppliers on credit terms to manage its working capital.  While the Group, following the entry into administration of The GAME Group plc, has benefited from only minimal credit insurance obtained by its suppliers, the Directors believe future availability of such credit insurance would enhance the Group's working capital position.   

In addition, the Group's gift cards, deposits and trade-ins for credit provide the Group with additional working capital from its customers, which assists the Group in seeking to compete effectively on price without impacting its profit margins. The Group has no long-term borrowings and no defined benefit pension schemes.

The Directors believe that the Group has a scalable business model that is well positioned to support growth at low marginal costs.      

Experienced management team that has led the transformation of the business

The Group's senior management team is highly experienced, with significant expertise in customer management, the online channel and digital content and a successful track record within the gaming and retail industries.  The Group's senior management team and its central and store teams have helped to transform the Group's UK business and to position the Group as a market-leading video game retail specialist. 

Senior management has made significant investments in online and digital infrastructure and the Directors believe the Group is well positioned to take advantage of the growing digital market. 

Among other initiatives, the Group's management negotiated funding for the transformation of its UK stores and has been successful in securing exclusive content.

The Group's management team is led by Martyn Gibbs, the Chief Executive Officer, who has 24 years of experience in the retail sector and 19 years of experience within the UK video games industry, having previously worked at Gamestation, HMV and WH Smith. The Group has benefitted from Mr Gibbs' experience, insight and knowledge of the retail gaming market in the UK. In particular, Mr Gibbs has also been integral in building relationships with key suppliers.

The management team also includes Benedict Smith, the Chief Financial Officer, who was previously the Group Financial Director at Harrods Holdings Limited from 2006 to 2012.  The Board is led by David Hamid, the Chairman, who has 30 years of experience in consumer electronics and over 25 years of experience in the retail sector. 

GAME Spain's management team is led by Director General Pablo Crespo, who founded the Spanish business in 1985.  The Group's Spanish operations benefit from Mr. Crespo's significant tenure and in-depth expertise and knowledge of the business and the Spanish gaming market. 



Financial highlights

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(7) The Group has determined that, following the Offer, it will report on the basis of 52-week periods ending on the last Saturday of July (commencing with reporting as at and for the 52 weeks ended 26 July 2014, which will include comparative information as at and for the 52 weeks ended 27 July 2013). The Group is, therefore, providing this information to enable potential investors to compare the Group's historical audited financial information (ended in January) with its future audited financial information (ending in July).

(8)The Group defines Adjusted EBITDA as profit or loss for the period attributable to equity holders of the Group, adjusted to exclude the effects of taxation, finance costs, investment income, depreciation and amortisation, Spain store closure costs and exceptional costs/gains.  Adjusted EBITDA is a supplemental measure of the Group's performance and liquidity that is not required by or presented in accordance with IFRS.  There are no generally accepted accounting principles governing the calculation of non-IFRS measures (including Adjusted EBITDA) and the criteria upon which they are based can vary from company to company.  Adjusted EBITDA, by itself, does not provide a sufficient basis to compare the Group's performance with that of other companies and should not be considered in isolation, or as a substitute for, or as an alternative to, any other measure of performance under IFRS.  The Group presents Adjusted EBITDA because it believes that this measure is frequently used by securities analysts, investors and other interested parties in evaluating similar issuers, many of which present Adjusted EBITDA when reporting their results. Adjusted EBITDA is not an IFRS measure and should not be considered as an alternative to IFRS measures of profit/(loss) or as an indicator of operating performance or as a measure of cash flow from operations under IFRS or as an indicator of liquidity. Adjusted EBITDA is not intended to be a measure of cash flow available for management's discretionary use, as it does not consider certain cash requirements for items such as exceptional costs, finance costs, tax payments and capital expenditure.

(9) Revenue growth is the difference in percentage terms in the Group's revenue between two periods.  The Group monitors its revenue growth to assess the acceptance by customers of the products it sells and growth in the markets the Group serves.

(10) The gross profit margin represents gross profit as a percentage of revenue.  The Group monitors its gross profit margin to assess the profitability of its product categories and to enable decision-making on the balance between volumes and profitability.

(11) The operating margin before exceptional costs represents operating profit/(loss) before exceptional costs, as a percentage of revenue.

(12) The Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue. 

(13) Adjusted EBITDA to cash conversion ratio represents Adjusted EBITDA as a percentage of cash generated/(absorbed) by operations.  This metric seeks to measure how much of the Group's Adjusted EBITDA is realised in cash generated from operations, and is a measure of earnings quality.

(14) The Group defines free cash flow as Adjusted EBITDA after the effect of capital expenditure and changes in net working capital.  The Group presents free cash flow because it believes that similar free cash flow measures are frequently used by securities analysts, investors and other interested parties in evaluating similar issuers. Free cash flow should not be considered as a measure of cash flow from operations under IFRS or as an indicator of liquidity.

(15) The free cash flow conversion ratio represents free cash flow as a percentage of Adjusted EBITDA.


Shareholder funding provided to the Group

·     Subsequent to the Acquisition, the Group has largely been dependent on shareholder loans to fund its operations and develop its business in the aftermath of the Administration.  These have comprised (a) loans of £106.1 million to Capitex in return for the issuance of loan notes to the Major Shareholder (as well as an entity in which each of the Major Shareholder and certain members of management of GRL have an interest), which in turn was lent to GRL under an intra-Group revolving credit facility and (b) a £30 million short-term stock facility (which was subsequently increased to £100 million and then reduced to £20 million) to enable GRL to purchase inventory.

·     During the 2013 Annual Period, the Group recognised finance costs of £13.6 million (2012 Annual Period: £11.0 million) in respect of the loan notes and the stock finance facility. Cash payments in respect of the finance costs, however, were £3.6 million in the 2013 Annual Period (2012 Annual Period: £3.5 million), as the Group has not paid any cash interest in respect of the loan notes.  In addition, the Group has not paid any dividends to entities controlled by Elliott Advisors subsequent to the Acquisition.  Further, because the revolving credit facility is intra-group, all interest paid by GRL to Capitex forms part of the Group's balance sheet and is available to the Group.

·     Shortly before Admission, the loan notes will be capitalised through the issuance of shares in the capital of Capitex to the lenders, which in turn will be exchanged for Shares. 

The stock finance facility expires in September 2014. The Group has agreed commercial terms with HSBC for a new £50 million stock finance facility which is expected to be entered into ahead of Admission.

Reasons for the Offer

The Directors believe that Admission is a positive step in the Group's progression, which should enhance the Group's profile and brand recognition with both customers and suppliers, as well as assist in the recruitment, retention and incentivisation of management and employees at all levels of the Group.  Additionally, the Directors believe the Offer will provide liquidity for existing Shareholders, enabling them to realise part of their investment in the Group.

Board of Directors

It is intended that the Board will, at Admission, comprise seven members, including the Non-Executive Chairman, two Executive Directors, three independent Non-Executive Directors and one Non-Executive Director who is not deemed to be independent for the purposes of the UK Corporate Governance Code.

Non-Executive Chairman: David Hamid

Chief Executive Officer: Martyn Gibbs

Chief Financial Officer: Benedict Smith

Independent Non-Executive Director: John Jackson

Independent Non-Executive Director:  Caspar Woolley

Independent Non-Executive Director:  Lesley Watkins

Non-Executive Director: Franck Tuil

Pre-IPO reorganisation

Prior to Admission, and as part of a pre-IPO reorganisation, GAME Digital plc will become the holding company of the Group.

Notes to Editors

Board biographies

David Hamid was appointed to the board of GRL in April 2012, as a representative of OpCapita LLP. Mr. Hamid has 30 years of experience in consumer electronics and over 25 years of experience in the retail sector. Mr. Hamid is currently Chairman of Ideal Shopping Direct Limited and Music for Youth. Mr. Hamid is Deputy Chairman of and an Operating Partner of OpCapita LLP. Mr. Hamid previously held roles as a non-executive director of, Chairman of Nationwide Autocentres Limited, Chief Executive Officer of Halfords Group plc, Chief Operating Officer of Dixons Stores Group, Managing Director of PC World and Marketing Manager of Sony UK.

Martyn Gibbs was appointed to the board of GRL in April 2012. Mr. Gibbs has 24 years of experience in the retail sector and 19 years of experience within the video games industry.  Mr. Gibbs' previous roles include Managing Director of The GAME Group plc for the UK, Eire, Scandinavia and the Czech Republic from 2010-2011, Customer and Brand Director of The GAME Group plc from 2009 to 2010, Managing Director of Gamestation from 2007 to 2009, Commercial Director of Gamestation from 2003 to 2007, Head of Games of HMV for UK and Eire from 2000 to 2003 and various store management, central operations, marketing and buying roles at WH Smiths from 1989 to 2000. 

Benedict Smith was appointed to the board of GRL in January 2013.  Mr. Smith's previous roles include Chief Financial Officer of Comet Group Limited from September 2012 to November 2012, Group Financial Director of Harrods Holdings Limited from 2006 to 2012, Chief Financial Officer of Spirit Group Holdings Limited from 2003 to 2006, Portfolio Finance Director of Texas Pacific Group from 2000 to 2003, Senior Manager at PricewaterhouseCoopers from 1994 to 2000 and Manager at PricewaterhouseCoopers from 1990 to 1994.  Mr. Smith is a member of the Institute of Chartered Accountants in England and Wales.

John Jackson has been Group Chief Executive of Jamie Oliver Holdings Limited since July 2007.  Mr. Jackson's previous roles include Group Retail & Leisure Director of Virgin Group Limited from June 1998 to July 2007, Group Chief Executive of Semara plc from September 1994 to June 1998, Managing Director of The Body Shop International plc from June 1988 to June 1993, Managing Director of Chesebourgh Ponds Limited from 1982 to July 1986, Managing Director of Bristol-Myers Pharmaceuticals Limited from 1979 to 1982 and Group Finance Director of Bristol-Myers Limited from 1972 to 1979.

Caspar Woolley founded technology business Hailo in 2010, where he is also Chief Operating Officer. Prior to that he ran the technology enabled courier company eCourier. Previous roles include Vice President, Fleet at Avis Europe plc from 2006 to 2008, Director, Card Services and Head of Business Development at the John Lewis Partnership from 2002-2006, Vice President Operations at internet start up from 2000-2002, and various roles at PepsiCo including Operations Director, Russia, from 1992-1999.

Lesley Watkins is currently finance director of Calculus Capital Limited, a private equity fund management business, which she joined in November 2002. Ms. Watkins is also a non-executive director and chair of the audit risk and compliance committee of Panmure Gordon & Co plc, which she joined in October 2011, and a non-executive director of Metropolitan Safe Custody Limited and its subsidiaries, which she joined in October 2013. Prior to this, from September 2009 to March 2014, she was a non-executive council member of the Competition Commission and chair of its audit and risk assurance committee. Ms. Watkins qualified as a chartered accountant with Price Waterhouse in 1983 and has 18 years' experience in investment banking, working for a number of City firms from 1984 to 2002, including 14 years with UBS in corporate broking and corporate finance where she became a Managing Director, and three years as a Managing Director Global Investment Banking with Deutsche Bank.

Franck Tuil is a Portfolio Manager at Elliott Advisors, the UK arm of Elliott Associates L. P.  He joined the firm in 2001 and focuses on special situations, both from an equity and debt perspective, listed and unlisted.  He previously worked at Morgan Stanley in their mergers and acquisitions department.  He is a graduate of Ecole Polytechnique in France and a Chartered Financial Analyst.


Forward-looking statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, such as the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "expects", "intends", "may", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include all matters about future events, developments and financial results as well as other statements that do not relate to historical facts and events.  They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Group and the Directors concerning, among other things, financing strategies, results of operations, financial condition, prospects and dividend policy of the Group and the markets in which it operates.  By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risks, uncertainties and other factors include the following:

•      the Group's reliance on suppliers and vendors for sufficient quantities of products and for new product releases;

•      trends that adversely affect the Group's operating model, including the introduction of new types of products, changes in technology and changes in consumer preferences;

•      risks to the Group's pre-owned business posed by the introduction of features in the next-generation consoles and software, as well as manufacturer-imposed or regulatory restrictions, changes or conditions;

•      general economic conditions in the markets in which the Group operates, in particular the UK and Spain, which affect consumer confidence and consumer spending;

•      the Group's ability to implement its business strategy;

•      the impact of changes in the methods of distribution of video game software and content;

•      changes in the competitive environment in the video game industry, including increased competition from online suppliers of consoles and as a result of the increased popularity of mobile, social and browser gaming and other alternative means to play video games;

•      seasonality of sales;

•      the Group's ability to attract and retain qualified personnel; and

•      data breaches involving customer or employee data and failure of the Group's information technology infrastructure.

Forward-looking statements are not guarantees of future performance and no assurance can be or is given that such future results will be achieved.  The Group's actual results of operations, financial condition, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement.  In addition, even if the results of operations, financial condition and dividend policy of the Group and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Consequently, none of the Company, the Directors, the Selling Shareholders, Canaccord Genuity, HSBC, Liberum and their affiliates can give any assurances regarding the accuracy of the opinions set out in this announcement or the actual occurrence of any predicted developments.

Subject to their legal and regulatory obligations, the Company, Canaccord Genuity, HSBC, Liberum and their affiliates expressly disclaim any obligation to update or revise any forward-looking statement contained in this announcement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.  All subsequent forward-looking statements that can be attributed either to the Company or to individuals acting on its behalf are expressly qualified in their entirety by this paragraph.

Important notice

Neither this announcement nor any copy of it may be taken or transmitted, in whole or part, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan or Switzerland or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or other securities in the United States, Australia, Canada, Japan or Switzerland, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The Offer and the distribution of this announcement and other information in connection with Admission and the Offer in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. In particular, these materials are not an offer of securities for sale in the United States. The securities proposed to be offered by the Company have not been and will not be registered under the U.S. Securities Act of 1993 (the "Securities Act") or under any securities laws of any State of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

Any purchase or subscription of Shares in the proposed Offer or other securities should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the Offer or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors"). In addition, in the United Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are persons to whom it may otherwise be lawful to communicate it (all such persons being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the EEA other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this announcement or any of its contents.

The IPO timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions.  There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.  This announcement does not constitute a recommendation concerning the Offer. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offer cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

Canaccord Genuity (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA")), HSBC (which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA in the United Kingdom) and Liberum (which is authorised and regulated in the United Kingdom by the FCA) (collectively, the "Banks") are each acting exclusively for the Group and no one else in connection with the Offer and will not regard any other person as their respective client in relation to the Offer and will not be responsible to anyone other than the Group for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offer, the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Group or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Banks or any of their respective affiliates acting as investors for their own accounts. The Banks or any of their respective affiliates do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of the Banks, nor any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, overallot Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Canaccord Genuity solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).  

Certain figures in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.


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