TIDMCDM TIDM0IFX
RNS Number : 3603M
Codemasters Group Holdings PLC
20 January 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
20 January 2021
CODEMASTERS GROUP HOLDINGS PLC ("CODEMASTERS")
Irrevocable Undertakings executed by Codemasters Directors in
respect of Proposed Acquisition by Codex Games Limited ("Bidco"),
an indirect subsidiary of Electronic Arts Inc.
Following the announcement from Take-Two Interactive Software,
Inc. ("Take-Two") on 13 January 2021 that it had, with the consent
of the Panel, lapsed the Take-Two Offer, the irrevocable
undertakings executed in favour of Take-Two by each of the
Codemasters Directors who hold, or are otherwise beneficially
interested in, Codemasters Shares to vote in favour of the Take-Two
Offer have also now terminated.
Codemasters today announces that Codemasters Directors who hold,
or are otherwise beneficially interested in, Codemasters Shares,
have entered into irrevocable undertakings with Bidco to vote in
favour of the proposed acquisition of Codemasters by Bidco (the
"Acquisition") at the Court Meeting and the General Meeting
convened to be held on 3 February 2021, in respect of 6,614,250
Codemasters Shares, representing, in aggregate, approximately 4.34
per cent. of the issued ordinary share capital of Codemasters.
Further details of these irrevocable undertakings are set out at
the Appendix to this announcement.
Copies of the irrevocable undertakings entered into by the
Codemasters Directors with Bidco will be available on Codemasters
website at https://www.codemasters.com/investors/#electronic-arts
.
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meanings as given to them in the
Scheme Document published by Codemasters on 7 January 2021 in
relation to the Acquisition.
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
Paul Bundred 7029 8000
Liberum Capital Limited (Nominated Adviser
and Joint Corporate Broker)
Neil Patel
Cameron Duncan
Ed Phillips +44 (0) 20
William Hall 3100 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.
Appendix - Details of the Irrevocable Undertakings
The following Codemasters Directors have given to Bidco
irrevocable undertakings to exercise, or procure the exercise of,
all voting rights at the Court Meeting and the General Meeting to
vote in favour of the Scheme in respect of any resolutions (whether
or not amended) required to give effect to the Scheme as set out in
the notices of such Meetings in the Scheme Document (or, if (with
the consent of the Panel) Bidco exercises its right to implement
the Acquisition by way of an Offer, to accept, or procure
acceptances of, such Offer) in relation to the following
Codemasters Shares:
Name Number of Codemasters Percentage of Codemasters
Shares issued ordinary share
capital(1)
Frank Sagnier 3,246,750 2.13%
---------------------- --------------------------
Rashid Varachia 1,469,500 0.96%
---------------------- --------------------------
Ian Bell 1,898,000 1.24%
---------------------- --------------------------
Total 6,614,250 4.34%
---------------------- --------------------------
Note:-
(1) As at 19 January 2021, being the last practicable date prior
to the date of this announcement.
These irrevocable undertakings will continue to be binding if a
higher competing offer is made for Codemasters.
Each of the irrevocable undertakings described above will
terminate and be of no further force and effect if the Scheme (or
Offer, as applicable) is withdrawn with the consent of Bidco or
lapses in accordance with its terms, excluding where the Scheme is
withdrawn or lapses as a result of Bidco exercising its right to
implement the Acquisition by way of an Offer rather than a scheme
of arrangement.
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END
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