Codemasters Group Holdings PLC Form 8 (OPD) Codemasters (0820G)

TIDMCDM

RNS Number : 0820G

Codemasters Group Holdings PLC

20 November 2020

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                            Codemasters Group Holdings PLC 
 (b) Owner or controller of interests and short positions disclosed, if different       n/a 
 from 1(a): 
 The naming of nominee or vehicle companies is insufficient. For a trust, the 
 trustee(s), 
 settlor and beneficiaries must be named. 
                                                                                       ------------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant securities this form         Codemasters Group Holdings PLC 
 relates: 
 Use a separate form for each offeror/offeree 
                                                                                       ------------------------------- 
 (d) Is the discloser the offeror or the offeree?                                       OFFEREE 
                                                                                       ------------------------------- 
 (e) Date position held:                                                                19 November 2020 
  The latest practicable date prior to the disclosure 
                                                                                       ------------------------------- 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in   N/A 
 respect 
 of any other party to the offer? 
 If it is a cash offer or possible cash offer, state "N/A" 
                                                                                       ------------------------------- 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security: 
                                                                                       Interests     Short positions 
                                                                                     ------------  ------------------ 
                                                                                      Number    %      Number      % 
                                                                                     --------      -------------  --- 
 (1) Relevant securities owned and/or controlled:                                       Nil     -       Nil        - 
                                                                                     --------      -------------  --- 
 (2) Cash-settled derivatives:                                                          Nil     -       Nil        - 
                                                                                     --------      -------------  --- 
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:     Nil     -       Nil        - 
                                                                                     --------      -------------  --- 
                                                                                        Nil     -       Nil        - 
   TOTAL: 
                                                                                     --------      -------------  --- 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities 
 
 Class of relevant security in relation to which subscription right exists:    n/a 
 Details, including nature of the rights concerned and relevant percentages:   n/a 
                                                                              ---- 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe (including directors' and 
  other employee options) of any person acting in concert with the party to the offer making 
  the disclosure: 
   (a) Interests of directors of Codemasters Group Holdings 
     PLC (and their close relatives and related trusts) in Codemasters 
     Group Holdings PLC ordinary shares 
                                                   Percentage of issued share 
                       Number of Ordinary    capital (excluding share options 
    Director                       Shares         and shares held in treasury 
                      -------------------  ---------------------------------- 
    Frank Sagnier               3,246,750                               2.08% 
                      -------------------  ---------------------------------- 
    Rashid Varachia             1,469,500                               0.94% 
                      -------------------  ---------------------------------- 
    Ian Bell                    1,898,000                               1.21% 
                      -------------------  ---------------------------------- 
 
    (b) Outstanding award of directors of Codemasters Group Holding 
                        Codemasters                        Expected first 
    Director             Share Plan    Date of grant     date of exercise   Interest 
                      -------------  ---------------  -------------------  --------- 
             LTIP     01 June 2018                           01 June 2021    560,000 
    -------------  ---------------  -------------------------------------  --------- 
    Frank Sagnier              ESOP     01 June 2018         01 June 2021     15,000 
                      -------------  ---------------  -------------------  --------- 
             LTIP     01 June 2018                           01 June 2021    420,000 
    -------------  ---------------  -------------------------------------  --------- 
    Rashid Varachia            ESOP     01 June 2018         01 June 2021     15,000 
                      -------------  ---------------  -------------------  --------- 
    Gerhard Florin              NED     01 June 2018         01 June 2021    350,000 
                      -------------  ---------------  -------------------  --------- 
    Ian Gomes                   NED     01 June 2018         01 June 2021    210,000 
                      -------------  ---------------  -------------------  --------- 
 
 
   (Note: 
   LTIP exercise price of GBP0.01 per share 
   ESOP exercise price of GBP2.00 per share 
   NED exercise price of GBP2.00 per share) 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making the disclosure or any person acting 
  in concert with it: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 
   None 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer making the disclosure, or any person acting in concert with it, and any other 
  person relating to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 
   None 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    20 November 2020 
 Contact name:          Rashid Varachia 
                       --------------------- 
 Telephone number:      [phone] 
                       --------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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November 20, 2020 13:02 ET (18:02 GMT)