TIDMCDM
RNS Number : 9176N
Codemasters Group Holdings PLC
03 February 2021
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
3 February 2021
RECOMMED CASH ACQUISITION
of
CODEMASTERS GROUP HOLDINGS PLC ("CODEMASTERS")
by
CODEX GAMES LIMITED
an indirect subsidiary of
ELECTRONIC ARTS INC. ("EA")
(to be implemented by way of a scheme of arrangement under Part
26 of the Companies Act 2006)
Results of Court Meeting & General Meeting
and Update on Competition Law Approvals
On 14 December 2020, the boards of Codemasters and EA announced
that they had reached agreement on the terms of a recommended
acquisition by Codex Games Limited ("Bidco"), an indirect
subsidiary of EA, of the entire issued and to be issued ordinary
share capital of Codemasters (the "Acquisition"), to be implemented
by way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme") (or, if Bidco elects, with
the consent of the Panel, a takeover offer under Part 28 of the
Companies Act 2006). The scheme document in relation to the Scheme
and the Acquisition (the "Scheme Document") was published by
Codemasters on 7 January 2021. The Acquisition is subject to the
Conditions set out in Part 3 of the Scheme Document.
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meanings as given to them in the
Scheme Document.
Codemasters is pleased to announce that at the Court Meeting and
General Meeting held earlier today in connection with the
Acquisition:-
(i) the requisite majority of Scheme Shareholders voted to
approve the Scheme at the Court Meeting; and
(ii) the requisite majority of Codemasters Shareholders voted to
pass the Special Resolution to implement the Scheme, including the
amendment of Codemasters' articles of association, at the General
Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and the General Meeting contained in Parts 9 and
10 of the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present remotely (via the Virtual
Meeting Platform) or by proxy, was entitled to one vote per Scheme
Share held at the Voting Record Time.
Results of Scheme Shares Scheme Shareholders No. of Scheme
Court Meeting voted who voted Shares voted
as a % of the
Scheme Shares
eligible to be
voted at the
Court Meeting
*
Number % Number %
=========== ======= ========== ==========
FOR 68,983,114 98.61 63 82.89 45.24
=========== ======= ========== ========== ================
AGAINST 973,632 1.39 13 17.11 0.64
=========== ======= ========== ========== ================
TOTAL 69,956,746 100.00 76 100.00 45.88
=========== ======= ========== ========== ================
* rounded to two decimal places
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Codemasters Shareholder, present remotely (via the
Virtual Meeting Platform) or by proxy, was entitled to one vote per
Codemasters Share held at the Voting Record Time.
Special Resolution Votes For Votes Against Total Votes Withheld
** Votes ***
Number % Number % Number Number
* *
=========== ====== ========= ===== ============ ===========
Approval of the
implementation
of the Scheme
(including amendments
to Codemasters'
articles of association) 67,407,627 98.59 966,381 1.41 68,374,008 3,348
=========== ====== ========= ===== ============ ===========
* rounded to two decimal places
** includes discretionary votes
*** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' the
Special Resolution.
The total number of Codemasters Shares in issue at the Voting
Record Time was 152,467,939. Consequently, the total number of
voting rights in Codemasters at the Voting Record Time were
152,467,939.
Amended Articles of Association of Codemasters
A copy of the amended articles of association of Codemasters (as
amended pursuant to the Special Resolution passed at today's
General Meeting and with effect from its passing) is available on
Codemasters' website at
https://www.codemasters.com/investors/#electronic-arts .
Update on Competition Law Approvals
Codemasters is also pleased to announce with regard to the
competition law approvals relevant to the Acquisition that:-
(a) the German Bundeskartellamt has confirmed that the
Acquisition does not require notification under the German merger
control regime, such that Condition 3(b) (as set out in Part A of
Part 3 of the Scheme Document) has ceased to be applicable ;
and
(b) the applicable review period under the Austrian merger
control regime (pursuant to Section 11 of the Austrian Cartel Act)
has expired without either of the Federal Competition Authority or
the Federal Cartel Prosecutor having lodged an application for an
investigation of the Acquisition, such that Condition 3(c) (as set
out in Part A of Part 3 of the Scheme Document) has now been
satisfied .
Effective Date and Timetable
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(a) and 2(b) (as set out in Part A of Part 3 of
the Scheme Document) have now been satisfied. The Scheme remains
subject to the satisfaction or (where applicable) waiver of the
remaining Conditions and further terms set out in the Parts A and B
of Part 3 of the Scheme Document, including the Court sanctioning
the Scheme at the Court Hearing, which is expected to take place at
10:30 am on 16 February 2021.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on pages 10 and 11
of the Scheme Document and is also set out below. The dates are
indicative only and are subject to change. The dates will depend,
among other things, on the date upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order is delivered to the
Registrar of Companies. If any of the dates and/or times in the
expected timetable change, the revised dates and/or times will be
notified by Codemasters releasing an announcement through a
Regulatory Information Service and publishing such change(s) on
Codemasters' website at
https://www.codemasters.com/investors/#electronic-arts and, if
required by the Panel, by posting notice of the change(s) to
Codemasters shareholders.
Event Time/date
Court Hearing (to sanction the Scheme) 10:30 a.m. on 16
February 2021
(the Court Sanction
Date)
Last day of dealings in, and for registration 17 February 2021
of transfers of, and disablement in
CREST of, Codemasters Shares
Scheme Record Time 6:00 p.m. on 17 February
2021
Effective Date 18 February 2021
Dealings in Codemasters Shares on AIM 7:30 a.m. on 18 February
suspended 2021
Cancellation of admission to trading 7:00 a.m. on 19 February
on AIM of, and dealings in, Codemasters 2021
Shares
Settlement of the Offer Price:
Despatch of cheques and crediting of As soon as practicable
CREST for cash consideration due under and, in any event,
the Scheme within 14 days following
the Effective Date
Long Stop Date 30 June 2021
All references to times in this announcement are to London time
(unless otherwise stated).
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 7029
Paul Bundred 8000
Liberum Capital Limited (Nominated Adviser
and Joint Corporate Broker)
Neil Patel
Cameron Duncan
Ed Phillips +44 (0) 20 3100
William Hall 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 sole
financial adviser and joint corporate 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 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
joint corporate 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.
Publication on website
In accordance with Rule 26.1 of the 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/#electronic-arts 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.
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
contained in this communication, and to share such analysis on an
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
ROMEXLFBFLLEBBB
(END) Dow Jones Newswires
February 03, 2021 10:52 ET (15:52 GMT)
Codemasters (LSE:CDM)
Historical Stock Chart
From Jun 2024 to Jul 2024
Codemasters (LSE:CDM)
Historical Stock Chart
From Jul 2023 to Jul 2024
