TIDMCDM
RNS Number : 6104P
Codemasters Group Holdings PLC
18 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
18 February 2021
RECOMMENDED 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)
Scheme of arrangement becomes Effective and Codemasters Board
changes
Further to the announcement of the sanction of the Scheme by the
Court at the Court Hearing on 16 February 2021, the board of
directors of Codemasters is pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies
of England and Wales today, the Scheme has now become Effective in
accordance with its terms and the entire issued share capital of
Codemasters is now owned by Codex Games Limited, an indirect
subsidiary of EA.
Settlement of cash consideration
Each Scheme Shareholder on the register of members of
Codemasters at the Scheme Record Time, being 6.00 p.m. on 17
February 2021, will receive 604 pence in cash for each Scheme Share
held. Settlement of the consideration to which each Scheme
Shareholder is entitled will be made in accordance with the terms
of the Scheme, full details of which are set out in the Scheme
Document. The latest date for the despatch of cheques or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in certificated form and in uncertificated form,
respectively) in respect of the cash consideration in relation to
the Acquisition is 4 March 2021 (being 14 days after today's
date).
Cancellation of admission of Codemasters Shares to trading on
AIM
Trading in Codemasters Shares on AIM was suspended with effect
from 7.30 a.m. today and admission of the Codemasters Shares to
trading on AIM is expected to be cancelled with effect from 7.00
a.m. on 19 February 2021.
As a result of the Scheme having become Effective, share
certificates in respect of Codemasters Shares have ceased to be
valid documents of title and entitlements to Codemasters Shares
held in uncertificated form in CREST are being cancelled.
Codemasters Board changes
As the Scheme has now become Effective (and as referred to in
the Scheme Document), each of the Non-Executive Codemasters
Directors (being Gerhard Florin, Ian Gomes and Lisa Thomas) has
stepped down from the Codemasters Board with immediate effect.
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meanings as given to them in the
scheme document in relation to the Scheme and the Acquisition
published by Codemasters, and sent to Codemasters Shareholders, on
7 January 2021 (the "Scheme Document").
All references to times in this announcement are to London time
(unless otherwise stated).
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 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
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END
SOAEAAAPFFDFEFA
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February 18, 2021 07:16 ET (12:16 GMT)
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