TIDMCDM
RNS Number : 0740H
Codemasters Group Holdings PLC
01 December 2020
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
1 December 2020
RECOMMENDED CASH AND SHARE ACQUISITION
of
CODEMASTERS GROUP HOLDINGS PLC ("CODEMASTERS")
by
TAKE-TWO INTERACTIVE SOFTWARE, INC. ("TAKE-TWO")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Correction to Scheme Document
and
Total Voting Rights
Further to the announcement released on 30 November 2020 by
Codemasters regarding the publication of the scheme document (the
"Scheme Document") in connection with the recommended offer by
Take-Two to acquire the entire issued and to be issued share
capital of Codemasters, Codemasters confirms a correction to its
issued share capital figure and, accordingly, a correction to all
references to its issued share capital and total voting rights set
out in the Scheme Document published on 30 November 2020.
Following an allotment of an aggregate of 9,862 ordinary shares
of 1p each ("Ordinary Shares") made on 24 November 2020 pursuant to
the exercise of outstanding options, Codemasters confirms that as
at 30 November 2020, and as at the Last Practicable Date, it had
152,421,128 Ordinary Shares in issue and admitted to trading on
AIM.
As at 30 November 2020, and as at the Last Practicable Date, the
Company did not hold any Ordinary Shares in treasury. Therefore,
the total number of voting rights in the Company as at 30 November
2020, and as at the Last Practicable Date, is 152,421,128. The
International Securities Identification Number (ISIN) of the
Ordinary Shares is GB00BFWZ2G72.
All references in the Scheme Document to Codemasters' issued
share capital and to the total voting rights in Codemasters as at
the Last Practicable Date should therefore be read as if they were
references to 152,421,128 Ordinary Shares and 152,421,128 total
voting rights respectively (instead of 152,411,266 Ordinary Shares
and 152,411,266 total voting rights). As a result, the reference in
paragraph 1(b) of Part 10 (Sources of Information and Bases of
Calculation) of the Scheme Document to 3,987,332 Ordinary Shares
that, as at the Last Practicable Date, may be issued on the
exercise of outstanding options under the Codemasters Share Option
Schemes should be read as a reference to 3,977,470 Ordinary Shares
being subject to such outstanding options.
This announcement is made both in accordance with Rule 2.9 of
the Takeover Code and in accordance with the FCA's Disclosure
Guidance and Transparency Rule 5.6.1. The above figure of
152,421,128 total voting rights may be used by shareholders as the
denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meaning given to them in the
Scheme Document.
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 a Takeover 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.
Codemasters and Take-Two urge Codemasters Shareholders to read
the Scheme Document because it contains important information
relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Publication on website
In accordance with Rule 26.1 of the Takeover 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/#take-two-interactive 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
FURTBBFTMTAMMJM
(END) Dow Jones Newswires
December 01, 2020 02:00 ET (07:00 GMT)
Codemasters (LSE:CDM)
Historical Stock Chart
From Aug 2024 to Sep 2024
Codemasters (LSE:CDM)
Historical Stock Chart
From Sep 2023 to Sep 2024