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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Codemasters Group Holdings Plc | LSE:CDM | London | Ordinary Share | GB00BFWZ2G72 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 602.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
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
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(END) Dow Jones Newswires
February 03, 2021 10:52 ET (15:52 GMT)
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