Codemasters Group Holdings PLC Scheme of arrangement Effective and Board changes (6104P)

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                                     [phone] 
  Paul Bundred                                       8000 
 Liberum Capital Limited (Nominated Adviser 
  and Joint Corporate Broker) 
  Neil Patel 
  Cameron Duncan 
  Ed Phillips                                       [phone] 
  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.

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February 18, 2021 07:16 ET (12:16 GMT)