TIDMCDM TIDM0IFX
RNS Number : 1231L
Codemasters Group Holdings PLC
08 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
8 January 2021
RECOMMED CASH ACQUISITION
of
CODEMASTERS GROUP HOLDINGS PLC
by
CODEX GAMES LIMITED
an indirect subsidiary of
ELECTRONIC ARTS INC.
Despatch of Rule 15 Letters to Participants in the Codemasters
Share Schemes
On 14 December 2020, the boards of Codemasters Group Holdings
plc ( " Codemasters " ) and Electronic Arts Inc. ("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"). Under the terms
of the Acquisition, Codemasters Shareholders will be entitled to
receive 604 pence in cash for each Codemasters Share held.
Codemasters and EA are pleased to announce that, in accordance
with Rule 15 of the Code, they have today despatched a joint letter
to participants in the Codemasters Share Schemes to provide
information on how the Scheme and the Acquisition will affect their
options and awards and the arrangements applicable to those
participants, including details of proposals being made,
independent advice in relation to such proposals and relevant dates
and times (the "Rule 15 Letters"). The Rule 15 Letters will be
available on Codemasters' website at
https://www.codemasters.com/investors/#electronic-arts and on EA's
website at www.ea.com/codemasters-group .
The terms and conditions of the Acquisition are set out in full
in the scheme document published by Codemasters on 7 January 2021
(the "Scheme Document"). Terms and expressions used in this
announcement shall, unless defined herein or unless the context
otherwise requires, have the same meanings as given to them in the
Scheme Document, a copy of which is available on Codemasters'
website at https://www.codemasters.com/investors/#electronic-arts
and EA's website at www.ea.com/codemasters-group .
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
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
financial adviser 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
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.
The Acquisition shall be implemented solely by means of the
Scheme Document (or in the event that the Acquisition is to be
implemented by means of an Offer, the Offer Document), which
contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
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) on
Codemasters' website 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.
Overseas jurisdictions
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales.
The release, publication or distribution of this announcement
in, and the availability of the Acquisition to persons who are
residents, citizens or nationals of, jurisdictions other than the
United Kingdom may be restricted by laws and/or regulations of
those jurisdictions. Therefore any persons who are subject to the
laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements in their jurisdiction. Any failure to comply with the
applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
In particular, the ability of Overseas Shareholders to vote
their Codemasters Shares at the Court Meeting and/or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their Codemasters Shares in respect of the Court
Meeting and/or the General Meeting on their behalf, may be affected
by the laws of the relevant jurisdiction in which they are located.
Copies of this announcement, the Scheme Document, the Forms of
Proxy and any other formal documentation relating to the
Acquisition and the Scheme are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent
in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction.
Unless otherwise permitted by applicable law and regulation, the
Acquisition may not be made, directly or indirectly, in or into, or
by the use of mails or any means or instrumentality (including, but
not limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Acquisition may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Codemasters Shareholders in
overseas jurisdictions are contained in the Scheme Document.
Additional information for US investors
The Acquisition relates to the shares of an English incorporated
company and is being made by way of a scheme of arrangement
provided for under Part 26 of the Companies Act. The Acquisition,
implemented by way of a scheme of arrangement, is not subject to
the tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable to a scheme of
arrangement involving a company in England whose shares are
admitted to trading on AIM (the market of that name operated by the
London Stock Exchange), which differ from the disclosure
requirements of US tender offer and proxy solicitation rules. If,
in the future, Bidco exercises its right to implement the
Acquisition by way of an Offer and determines to extend the Offer
into the United States, the Acquisition will be made in compliance
with applicable US laws and regulations.
It may be difficult for US Codemasters Shareholders to enforce
their rights and any claim arising out of the US federal securities
laws, because Codemasters is located in a non-US country, and some
or all of its officers and directors are residents of a non-US
country. US Codemasters Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment.
US Codemasters Shareholders also should be aware that the
Acquisition contemplated herein may have tax consequences in the US
and, that such consequences, if any, are not described herein. US
Codemasters Shareholders are urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the Acquisition.
Information relating to Codemasters Shareholders and
participants in the Codemasters Share Schemes
Codemasters Shareholders and participants in the Codemasters
Share Schemes should be aware that addresses, electronic addresses
and certain information provided by Codemasters Shareholders and
participants in the Codemasters Share Schemes and other relevant
persons for the receipt of communications from Codemasters may be
provided to EA and Bidco during the Offer Period as required under
Section 4 of Appendix 4 of the Code.
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END
OUPFZGGMDRLGMZM
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