TIDMCDM TIDMTTM
RNS Number : 9606G
Codemasters Group Holdings PLC
30 November 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
30 November 2020
RECOMMED CASH AND SHARE ACQUISITION
of
CODEMASTERS GROUP HOLDINGS PLC ("CODEMASTERS")
by
TAKE-TWO Interactive Software, Inc. ("TAKE-TWO")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
On 10 November 2020, the Codemasters Board and the Take-Two
Board announced that they had reached agreement on the terms of a
recommended offer by Take-Two to acquire the entire issued and to
be issued ordinary share capital of Codemasters (the
"Acquisition"). As outlined in that announcement, the Acquisition
is to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
(or, if Take-Two elects, with the consent of the Panel, a takeover
offer under Part 28 of the Companies Act 2006) and is subject to
the terms and conditions set out in the scheme document in relation
to the Acquisition (the "Scheme Document").
Publication and posting of the Scheme Document
The Codemasters Board is pleased to announce that the Scheme
Document is being published and posted to Codemasters Shareholders
today. The Scheme Document contains, amongst other things, a letter
from the Non-Executive Chairman of Codemasters, a statutory
explanatory statement, the full terms and conditions of the
Acquisition, notices convening the Court Meeting and the
Codemasters General Meeting in connection with the Scheme, an
expected timetable of principal events and details of the actions
to be taken by Codemasters Shareholders and is available on
Codemasters' website at
https://www.codemasters.com/investors/#take-two-interactive .
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meaning given to them in the
Scheme Document.
Hard copies of the Scheme document and the Forms of Proxy for
the Court Meeting and the Codemasters General Meeting are being
posted to Codemasters Shareholders today.
Action to be taken
As further detailed in the Scheme Document, the Scheme is
subject to the Conditions. To become effective, the Scheme will
require, amongst other things, approval by a majority in number of
Scheme Shareholders present and voting, either in person or by
proxy, at the Court Meeting representing not less than 75 per cent.
in value of the Scheme Shares voted by such holders and the passing
of the special resolution to be proposed at the Codemasters General
Meeting.
The Court Meeting and the Codemasters General Meeting will be
held at Codemasters Campus, Stoneythorpe, Southam, Warwickshire,
CV47 2DL on 21 December 2020 at 10:00 a.m. and 10:15 a.m.
respectively (or, in the case of the Codemasters General Meeting,
as soon as the Court Meeting has concluded or been adjourned, if
later). The Scheme requires approval at both of these Codemasters
Shareholder Meetings. Shareholders can attend remotely, via the
Virtual Meeting Platform as set out in the Scheme Document.
COVID-19 restrictions
The Codemasters Board notes the measures imposed by the UK
Government in view of the ongoing COVID-19 pandemic. At the time of
this announcement, the UK Government has prohibited large public
gatherings, save in certain limited circumstances. In light of
these measures, together with the uncertainty as to any additional
and/or alternative measures that may be put in place by the UK
Government, and in order to protect the health and safety of the
Scheme Shareholders, Codemasters Shareholders and Codemasters
Directors, the Codemasters Board hopes that shareholders will
understand that Scheme Shareholders, Codemasters Shareholders and
other attendees will not be permitted to attend the Court Meeting
or the Codemasters General Meeting in person, save for the Chairman
of the meetings and anyone else nominated by the Chairman of the
meetings in order to establish a quorum.
Scheme Shareholders and Codemasters Shareholders will however be
given the opportunity to remotely attend, submit written questions
and vote at the Court Meeting and the Codemasters General Meeting
via a virtual meeting platform provided by Lumi AGM UK Limited (the
"Virtual Meeting Platform"), further details of which are set out
in the Scheme Document. Guidance on remotely accessing and
participating in the Codemasters Shareholder Meetings via the
Virtual Meeting Platform is also available at https://
www.codemasters.com/investors/#take-two-interactive and will be
sent to Codemasters Shareholders in hard copy.
Scheme Shareholders and Codemasters Shareholders are strongly
encouraged to appoint "the Chairman of the meeting" as their proxy.
If any other person is appointed as proxy, he or she will not be
permitted to attend the relevant Codemasters Shareholder Meeting in
person, but will be able to attend, submit written questions
(and/or, in respect of the Court Meeting, any objections) and vote
at the relevant Codemasters Shareholder Meeting remotely via the
Virtual Meeting Platform, further details of which are set out in
the Scheme Document and in the Virtual Meeting Guide.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of opinion of Scheme
Shareholders. Whether or not Scheme Shareholders or Codemasters
Shareholders intend to attend and/or vote (in each case, remotely,
via the Virtual Meeting Platform) at the Codemasters Shareholder
Meetings, they are strongly advised to sign and return their BLUE
Form of Proxy (by post) or transmit a proxy appointment and voting
instruction (electronically, online or through CREST) for the Court
Meeting as soon as possible. The completion and return of the Forms
of Proxy (by post) (or transmission of a proxy appointment or
voting instruction electronically, online or through CREST or by
any other procedure described in the Scheme Document) will not
prevent a Scheme Shareholder or a Codemasters Shareholder from
remotely attending, submitting written questions and/or (in the
case of the Court Meeting) any objections and voting at the Court
Meeting or the Codemasters General Meeting, in each case via the
Virtual Meeting Platform as described in the opening pages of the
Scheme Document and in the Virtual Meeting Guide, if such Scheme
Shareholder or Codemasters Shareholder is entitled to and wishes to
do so.
If the BLUE Form of Proxy for the Court Meeting is not lodged by
the relevant time, it may be emailed to
Rachel.Sellers@linkgroup.co.uk at any time prior to the
commencement of the Court Meeting. However, if the WHITE Form of
Proxy for the Codemasters General Meeting is not lodged by the
relevant time, it will be invalid.
Following the Codemasters Shareholder Meetings, the Scheme must
be sanctioned by the Court and will only become Effective upon
delivery to the Registrar of Companies of the Scheme Court
Order.
The Codemasters Directors, who have been so advised by Jefferies
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing advice to
the Codemasters Directors, Jefferies has taken into account the
commercial assessment of the Codemasters Directors. Jefferies is
providing independent financial advice to the Codemasters Directors
for the purposes of Rule 3 of the Takeover Code.
Accordingly, the Codemasters Directors recommend unanimously
that Codemasters Shareholders vote in favour of the Scheme at the
Court Meeting and the resolution to be proposed at the Codemasters
General Meeting as the Codemasters Directors who hold, or are
otherwise beneficially interested in, Codemasters Shares have
irrevocably undertaken to do in respect of the beneficial holdings
which are under their control of, in aggregate, 6,614,250
Codemasters Shares and representing approximately 4.34 per cent. of
the ordinary share capital of Codemasters in issue on the Last
Practicable Date.
Codemasters Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Cancellation of admission of Codemasters Shares to trading on
AIM
If the Scheme becomes effective in accordance with its terms, it
is intended that dealings in Codemasters Shares will be suspended
at 7.30 a.m. on 2 February 2021 and subsequently the Codemasters
Shares will be cancelled from admission to trading on AIM at 7.00
a.m. on 3 February 2021.
Expected Timetable
The current expected timetable of principal events for the
implementation of the Scheme is set out below and in the Scheme
Document.
Event Time/date
Publication of the Scheme Document 30 November 2020
Latest time for lodging Forms 10:00 a.m. on 17 December
of Proxy for the Court Meeting 2020(2)
(BLUE Form of Proxy) or for submitting
proxy instructions in respect
of the Court Meeting via the
Signal Shares portal service
or the CREST Proxy Voting Service
Latest time for lodging Forms 10:15 a.m. on 17 December
of Proxy for the Codemasters 2020(3)
General Meeting (WHITE Form of
Proxy) or for submitting proxy
instructions in respect of the
Codemasters General Meeting via
the Signal Shares portal service
or the CREST Proxy Voting Service
Voting Record Time for the Court 6:00 p.m. on 17 December 2020(4)
Meeting and the Codemasters General
Meeting
Court Meeting 10:00 a.m. on 21 December
2020
Codemasters General Meeting 10:15 a.m. on 21 December
2020(5)
Certain of the following dates
are subject to change (please
see Note(1) below):
Court Sanction Hearing (to sanction 10:30 a.m. on 28 January 2021
the Scheme) (the Court Sanction Date)(6)
Last day of dealings in, and 1 February 2021
for registration of transfers
of, and disablement in CREST
of, Codemasters Shares
Scheme Record Time 6:00 p.m. on 1 February 2021
Effective Date 2 February 2021
Dealings in Codemasters Shares 7:30 a.m. on 2 February 2021
on AIM suspended
Cancellation of admission of 7:00 a.m. on 3 February 2021
and dealings in Codemasters Shares
New Take-Two Shares issued in 9:30 a.m. (New York time)
respect of Scheme Shares on 4 February 2021
New Take-Two Shares listed on 9:30 a.m. (New York time)
NASDAQ on 4 February 2021
New Take-Two Shares registered 4 February 2021
through the Direct Registration
System
Settlement of the Offer Consideration:
CREST accounts of Codemasters as soon as practicable and,
Shareholders credited with Take-Two in any event, within 14 days
CDIs (in respect of Scheme Shares of the Effective Date
held in uncertificated form only)
CREST accounts of Codemasters as soon as practicable and,
Shareholders credited with Cash in any event, within 14 days
Consideration due (in respect of the Effective Date
of Scheme Shares held in uncertificated
form only)
Despatch of statements of entitlement as soon as practicable and,
relating to New Take-Two Shares in any event, within 14 days
held through Direct Registration of the Effective Date
System (in respect of Scheme
Shares held in certificated form
only)
Despatch of cheques in respect as soon as practicable and,
of cash Consideration (in respect in any event, within 14 days
of Scheme Shares held in certificated of the Effective Date
form only)
Long Stop Date 30 April 2021(6)
All references in this document to times are to times in London,
unless otherwise stated.
Notes :
References to times are to London time. If any of the dates
and/or times in this expected timetable change, the revised dates
and/or times will be notified to Codemasters Shareholders by
announcement through a Regulatory Information Service.
(1) These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are
satisfied or, if capable of waiver, waived and therefore the date
on which the Court sanctions the Scheme (which may not be the same
day on which the Court hears Codemasters' application). The
timetable is also dependent on when the Court Order sanctioning the
Scheme is delivered to the Registrar of Companies. Codemasters will
give notice of any change(s) to the above timetable by issuing an
announcement through a Regulatory Information Service and by
publishing such changes on Codemasters' website at
https://www.codemasters.com/investors/#take-two-interactive and on
Take-Two's website at https://www.take2games.com/codemasters-group
and, if required by the Panel, by posting notice of the change(s)
to Codemasters Shareholders.
(2) It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged before 10:00 a.m. on 17 December 2020 or, if the
Court Meeting is adjourned, not later than 48 hours before the time
appointed for the holding of the adjourned meeting (excluding any
day which is not a Business Day). However, if the BLUE Form of
Proxy for the Court Meeting is not lodged by the relevant time, it
may be emailed to Rachel.Sellers@linkgroup.co.uk at any time prior
to the commencement of the Court Meeting.
(3) WHITE Forms of Proxy for the Codemasters General Meeting
must be lodged before 10:15 a.m. on 17 December 2020 in order to be
valid or, if the Codemasters General Meeting is adjourned, not
later than 48 hours before the time appointed for the holding of
the adjourned meeting (excluding any day which is not a Business
Day). If the WHITE Forms of Proxy are not lodged by the relevant
time, they will be invalid.
(4) If either of the Court Meeting or the Codemasters General
Meeting is adjourned, the Voting Record Time for the relevant
adjourned meeting will be 6:00 p.m. on the date which is two days
immediately preceding the date fixed for the adjourned meeting
(excluding any day which is not a Business Day).
(5) Or as soon thereafter as the Court Meeting has been concluded or adjourned, if later.
(6) This date may be extended to such date as Codemasters and
Take-Two may, with the consent of the Panel, agree and the Court
(if required) may allow.
Information for Codemasters Shareholders
If you have any queries about the Scheme Document, the Court
Meeting or the Codemasters General Meeting or are in any doubt as
to how to complete the Forms of Proxy, please contact Link Group on
+44 (0) 371 664 0321. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are
open between 9:00 a.m. and 5:30 p.m., Monday to Friday (excluding
public holidays in England and Wales). Please note that Link Group
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Enquiries:
Codemasters Group Holdings plc Via Alma PR
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.
Codemasters and Take-Two urge Codemasters Shareholders to read
the Scheme Document because it contains important information
relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
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.
Additional information for US investors
The Acquisition relates to the shares of an English incorporated
company and is proposed to be made by means of a scheme of
arrangement provided for under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the
US Securities Exchange Act of 1934, as amended (the "Exchange
Act").
Accordingly, the Acquisition will be subject to the disclosure
requirements and practices applicable in the United Kingdom and
under the Takeover Code to schemes of arrangement, which differ
from the disclosure requirements and practices of the US proxy
solicitation and tender offer rules. Neither the US Securities and
Exchange Commission (the "SEC"), nor any securities commission of
any state of the United States, has approved the Acquisition,
passed upon the fairness of the Acquisition or passed upon the
adequacy or accuracy of this announcement. Any representation to
the contrary is a criminal offence in the United States.
US Codemasters Shareholders are urged to consult with legal, tax
and financial advisers in connection with making a decision
regarding the Acquisition.
Financial information relating to Codemasters included in this
announcement and the Scheme Document has been or shall have been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of Codemasters Shares to
enforce their rights and any claims they may have arising under US
federal securities laws in connection with the Acquisition, since
Codemasters is organised under the laws of a country other than the
United States, and some or all of its officers and directors may be
residents of countries other than the United States, and most of
the assets of Codemasters are located outside of the United States.
US holders of Codemasters Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's jurisdiction or judgment.
The Acquisition may, in the circumstances provided for in this
announcement, instead be carried out by way of a Takeover Offer
under the laws of England and Wales. If Take-Two exercises its
right to implement the Acquisition by way of a Takeover Offer, such
Takeover Offer will be made in compliance with applicable US tender
offer and securities laws and regulations, including the exemptions
therefrom. Such a Takeover Offer would be made in the United States
by Take-Two and no one else. In addition to any such Takeover
Offer, in accordance with normal UK practice, Take-Two, certain
affiliated companies, or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or
arrangements to purchase, Codemasters Shares outside of the US,
other than pursuant to such Takeover Offer, until the date on which
such Takeover Offer would become effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed, as required
in the United Kingdom, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com . If such purchases or arrangements
to purchase are made they would be made outside the United States
in compliance with applicable law, including the Exchange Act.
The New Take-Two Shares have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the
United States and may not offered or sold in the United States
absent registration or an available exemption or safe harbour from
registration under the Securities Act. To the extent Take-Two
effects the acquisition of Codemasters as a scheme of arrangement
under the laws of England and Wales, the New Take-Two Shares to be
issued in the Acquisition will be issued in reliance on the
exemption from the registration requirements of the Securities Act
provided by Section 3(a)(10) thereof. Codemasters will advise the
Court that its sanction of the scheme of arrangement will be relied
upon by Take-Two as an approval of the scheme of arrangement
following a hearing on its fairness to Codemasters Shareholders at
which hearing all such shareholders are entitled to attend in
person or through counsel to support or oppose the sanctioning of
the scheme of arrangement and with respect to which notification
has been given to all Codemasters Shareholders. The New Take-Two
Shares to be issued to Codemasters Shareholders in the Acquisition
pursuant to a scheme of arrangement under the laws of England and
Wales generally should not be treated as "restricted securities"
within the meaning of Rule 144(a)(3) under the Securities Act and
persons who receive securities in the Acquisition pursuant to such
a scheme of arrangement (other than "affiliates" of Take-Two as
described in the paragraph below) may resell them without
restriction under the Securities Act.
Under US federal securities laws, a Codemasters Shareholder who
is an "affiliate" of Take-Two within 90 days prior to, or at any
time following, the date upon which the Scheme Court Order is filed
at Companies House will be subject to certain US transfer
restrictions relating to the New Take-Two Shares received in
connection with the Acquisition pursuant to a scheme of arrangement
under the laws of England and Wales. The New Take-Two Shares held
by such affiliates may not be sold without registration under the
Securities Act, except pursuant to the applicable resale provisions
of Rule 144 under the Securities Act or another available exemption
from the registration requirements of the Securities Act, including
transactions conducted pursuant to Regulation S under the
Securities Act. Whether a person is an "affiliate" of a company for
such purposes depends upon the circumstances, but affiliates of a
company can include certain officers, directors and significant
shareholders. A person who believes that he or she may be an
affiliate of Take-Two should consult his, her or its own legal
advisers prior to any sale of any New Take-Two Shares.
In the event that Take-Two determines to effect the Acquisition
pursuant to a Takeover Offer or otherwise in a manner that is not
exempt from the registration requirements of the Securities Act, it
will file a registration statement with the SEC containing a
prospectus with respect to the New Take-Two Shares that would be
issued in the Acquisition. In this event, Codemasters Shareholders
are urged to read these documents and any other relevant documents
filed with the SEC, as well as any amendments or supplements to
those documents, because they will contain important information,
and such documents will be available free of charge at the SEC's
website at www.sec.gov or by directing a request to Take-Two's
contact for enquiries identified above.
Neither the SEC nor any US state securities commission has
approved or disapproved of the New Take-Two Shares to be issued in
connection with the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a
criminal offence in the United States.
The receipt of New Take-Two Shares pursuant to the Acquisition
by a Codemasters Shareholder may be a taxable transaction for US
federal income tax purposes and under applicable state and local,
as well as foreign and other, tax laws. Each Codemasters
Shareholder is urged to consult his independent professional tax
adviser immediately regarding the tax consequences of the
Acquisition.
Forward-looking statements
This announcement, including the information included in this
announcement, contains certain forward- looking statements. The
forward-looking statements contained herein include statements
about Codemasters, the Codemasters Group, Take-Two and the Take-Two
Group, the expected effects of the Acquisition on the Codemasters
Group, strategic options, the expected timing and scope of the
Acquisition, and all other statements in this announcement other
than those containing historical facts may be forward-looking
statements. These statements are based on the current expectations
and are naturally subject to uncertainty and changes in
circumstances. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"budget", "schedule", "forecast", "project", "goal", "believe",
"hope", "aims", "continue", "will", "may", "should", "would",
"could", "subject to", or other words of similar meaning. By their
nature, 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. Forward-looking
statements may include statements relating to the following: future
capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects. There are a number of factors
that could cause actual results, outcomes and developments to
differ materially from those expressed in, or implied by, such
forward-looking statements and such statements are therefore
qualified in their entirety by the risks and uncertainties
surrounding these future expectations. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely, such as, but not limited
to, general business and market conditions both globally and
locally, political, economic and regulatory forces, industry trends
and competition, future exchange and interest rates, changes in
government and regulation including in relation to health and
safety, the environment, labour relations and tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward- looking statements in relation to the Codemasters Group,
refer to the annual report and accounts for Codemasters Group for
the Fiscal Year ending 31 March 2020 and the interim results of the
Codemasters Group for the six months ended 30 September 2020. The
Annual Report on Form 10-K of Take-Two for the Fiscal Year ending
31 March 2020, including the risks summarised in the section
entitled "Risk Factors", and the Quarterly Report on Form 10-Q for
the six months ending 30 September 2020 contain additional
information regarding forward-looking statements with respect to
Take-Two.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, none of Codemasters, any
member of the Codemasters Group, Take-Two, any member of the
Take-Two Group, nor any of their respective associates or
directors, officers or advisers provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
shall actually occur. Given the risks and uncertainties, potential
investors should not place any reliance on forward-looking
statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which by their nature
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved may be
materially different from those estimated. Due to the scale of the
Enlarged Group, there may be additional changes to the Enlarged
Group's operations. As a result and given the fact that the changes
relate to the future, the resulting cost synergies may be
materially greater or less than those estimated.
The forward-looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to Codemasters, any member of the
Codemasters Group, Take-Two, any member of the Take-Two Group or
any of their respective associates, directors, officers, employees
or advisers, are expressly qualified in their entirety by the
cautionary statement above.
Codemasters, each member of the Codemasters Group, Take-Two and
each member of the Take-Two Group expressly disclaim any obligation
to update or correct such statements or the information contained
in this announcement (whether as a result of new information,
future events or otherwise), except as required by applicable law
or regulation.
No forward-looking or other statements have been reviewed by the
auditors of the Codemasters Group or the Take-Two Group.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per ordinary share for Codemasters or Take-Two, as
appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per ordinary share for Codemasters or Take-Two, as
appropriate.
Publication on website and availability of hard copies
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.take2games.com/codemasters-group and
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 contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
In accordance with Rule 30.3 of the Takeover Code, a person so
entitled may request a hard copy of this announcement, free of
charge, by contacting Link Group, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU or by calling Link Group on +44 (0) 371 664
0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines outside the United
Kingdom will be charged at the applicable international rate. Lines
are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales). 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 Takeover Code, a person so entitled may also request that
all future documents, announcements and information be sent to them
in relation to the Acquisition should be in hard copy form.
Information relating to Codemasters Shareholders
Codemasters Shareholders should be aware that addresses,
electronic addresses and certain information provided by
Codemasters Shareholders and other relevant persons for the receipt
of communications from Codemasters may be provided to Take-Two
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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
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anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOABMBJTMTBJBJM
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