TIDMCDM TIDMTTM TIDM0IFX
RNS Number : 5178I
Codemasters Group Holdings PLC
14 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 December 2020
CODEMASTERS GROUP HOLDINGS PLC
Statement regarding the withdrawal of the Codemasters Board's
recommendation of the offer by Take-Two Interactive Software,
Inc.
Following the announcement today of a recommended cash offer for
Codemasters Group Holdings plc ("Codemasters") by Codex Games
Limited, an indirect subsidiary of Electronic Arts Inc. ("EA"), for
the entire issued and to be issued ordinary share capital of
Codemasters (the "EA Offer"), the board of directors of Codemasters
(the "Codemasters Board") confirms that it has withdrawn its
recommendation of the offer for Codemasters made by Take-Two
Interactive Software, Inc. (the "Take-Two Offer") and that it
intends unanimously to recommend the EA Offer.
The EA Offer price of 604 pence per share in cash represents an
aggregate value of GBP945 million for Codemasters' issued and to be
issued share capital. In evaluating the EA Offer, the Codemasters
Board has considered various aspects of the EA Offer and considers
the EA Offer to represent a superior offer for Codemasters'
shareholders as compared with the Take-Two Offer.
The Codemasters Board proposes to adjourn the Court Meeting and
the Codemasters General Meeting (both terms having the meanings
given to them in the Scheme document dated 30 November 2020 posted
to Codemasters shareholders in relation to the Take-Two Offer) to
be held on 21 December 2020.
Further announcements will be made as and when appropriate.
Enquiries:
Codemasters Group Holdings plc Via Alma PR
Gerhard Florin, Chairman
Frank Sagnier, CEO
Rashid Varachia, CFO
Jefferies International Limited (Sole Financial
Adviser and Joint Corporate Broker)
Ed Matthews
Raphael Bejarano
Gaurav Kittur +44 (0) 20
Paul Bundred 7029 8000
Liberum Capital Limited (Nominated Adviser
and Joint Corporate Broker)
Neil Patel
Cameron Duncan
Ed Phillips +44 (0) 20
William Hall 3100 2222
Alma PR
Josh Royston
Rebecca Sanders-Hewett
Helena Bogle +44 (0) 7780
Sam Modlin 901979
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Codemasters as
financial adviser and for no one else in connection with the
matters set out in this announcement 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
Codemasters for providing the protections afforded to its clients
or for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this announcement. Neither
Jefferies, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this
announcement, any statement contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Codemasters as nominated adviser and
broker and for no one else in connection with the matters set out
in this announcement 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 Codemasters for
providing the protections afforded to its clients or for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this announcement. Neither Liberum, nor
any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Liberum in connection with this announcement, any
statement contained herein or otherwise.
Further information
This announcement is for information purposes only and does not
constitute or form part of an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any
securities, pursuant to the Acquisition or otherwise.
The Acquisition shall be implemented solely by means of the
Scheme Document (or in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document),
which contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Publication on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available (subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions) at
https://www.codemasters.com/investors/#take-two-interactive by no
later than 12.00 noon (London time) on the Business Day following
this announcement.
Neither the content of the website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this announcement.
Overseas jurisdictions
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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 England and Wales.
The release, publication or distribution of this announcement
in, and the availability of the Acquisition to persons who are
residents, citizens or nationals of, jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore any persons who are subject to the
laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
In particular, the ability of Overseas Shareholders to vote
their Codemasters Shares at the Court Meeting and/or the
Codemasters General Meeting, or to execute and deliver Forms of
Proxy appointing another to vote their Codemasters Shares in
respect of the Court Meeting and/or the Codemasters General Meeting
on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located. Copies of this
announcement, the Scheme Document, the Forms of Proxy and any other
formal documentation relating to the Acquisition and the Scheme are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any
Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any
Restricted Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the
Acquisition may not be made, directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Acquisition may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Information relating to Codemasters Shareholders
Codemasters Shareholders and Optionholders should be aware that
addresses, electronic addresses and certain information provided by
Codemasters Shareholders and Optionholders and other relevant
persons for the receipt of communications from Codemasters may be
provided to EA and Codex Games Limited during the Offer Period as
required under Section 4 of Appendix 4 of the Takeover Code to
comply with Rule 2.11(c) of the Takeover Code.
Dealing disclosure requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 pm (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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 pm
(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 of the Code.
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 under Rules 8.1, 8.2 and 8.4 of
the Takeover Code.
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 on the Disclosure Table tab
of the Panel's website at https://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.
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END
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