TIDMTTM TIDMCDM
RNS Number : 9633C
Liberum Capital Limited
21 June 2019
Liberum Capital Limited
21 June 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT
Result of secondary placing of ordinary shares in Codemasters
Group Holdings plc
Further to the announcement released on 20 June 2019 in relation
to a proposed placing of ordinary shares in Codemasters Group
Holdings plc ("Codemasters" or the "Company"), Reliance Big
Entertainment (Singapore) Pte. Ltd ("Reliance") announces that they
have sold 20,000,000 ordinary shares (the "Placing Shares") in
Codemasters, representing approximately 14.3% of Codemasters'
entire issued share capital at a price of 220 pence per share (the
"Placing").
After completion of the Placing, Reliance will hold
approximately 14.2% of the issued share capital of the Company.
Liberum Capital Limited ("Liberum") and Jefferies International
Limited ("Jefferies") acted as bookrunner in connection with the
Placing.
The Company is not a party to the Placing and will not receive
any proceeds from the Placing.
This announcement contains inside information within the meaning
of Article 7 of the Market Abuse Regulation (EU) 596/2014.
Enquiries
Liberum (Joint Bookrunner) +44 (0)20 3100 2222
Neil Patel / Cameron Duncan / William Hall
Jefferies (Joint Bookrunner) +44 (0)20 7029 8000
Ed Matthews / Luca Erpici / William Brown
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS
AND PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE
49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER
OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH
PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Australia, Canada, Japan or South Africa or in
any other jurisdiction in which such an offer or invitation is
unlawful ("Restricted Jurisdictions"). Neither this announcement
nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into or from any Restricted
Jurisdiction. Any failure to comply with this restriction may
constitute a violation of securities laws in the relevant
Restricted Jurisdiction.
The Placing Shares are not being made available to the public
and none of the Placing Shares are being offered or sold in any
jurisdiction where it would be unlawful to do so. The Placing
Shares have not been and will not be registered under the relevant
laws of any of the Restricted Jurisdictions or any state, province
or territory thereof and may not be offered, sold, resold,
delivered or distributed, directly or indirectly, in or into any
Restricted Jurisdiction or to, or for the account or benefit of,
any person with a registered address in, or who is a resident of or
ordinarily resident in, or a citizen of, any Restricted
Jurisdiction except pursuant to an applicable exemption.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, US Persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any relevant state or
other jurisdiction of the United States. There will be no public
offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Company, Reliance Big Entertainment (Singapore) Pte. Ltd, Liberum,
Jefferies or any of their respective affiliates.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company, Reliance Big
Entertainment (Singapore) Pte. Ltd, Liberum, Jefferies or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company, Reliance Big Entertainment (Singapore) Pte. Ltd, Liberum
and Jefferies to inform themselves about and to observe any
applicable restrictions.
None of Liberum or Jefferies or Reliance Big Entertainment
(Singapore) Pte. Ltd or any of their respective directors,
officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for or makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company or its subsidiaries or
associated companies, 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.
Liberum and Jefferies which are authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting only
for Reliance Big Entertainment (Singapore) Pte. Ltd in connection
with the Placing and will not be responsible to anyone other than
Reliance Big Entertainment (Singapore) Pte. Ltd for providing the
protections offered to the clients of Liberum and Jefferies, nor
for providing advice in relation to the Placing or any matters
referred to in this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROICKKDDKBKBQAB
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June 21, 2019 02:00 ET (06:00 GMT)
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