NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM
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
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
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
Enquiries:
Codemasters Group Holdings plc Frank Sagnier, CEO Rashid Varachia, CFO |
Via Alma PR |
Jefferies International Limited (Sole Financial Adviser and Joint Corporate Broker) Ed Matthews Raphael Bejarano Gaurav Kittur Paul Bundred |
+44 (0) 20 7029 8000 |
Liberum Capital Limited (Nominated Adviser and Joint Corporate Broker) Neil Patel Cameron Duncan Ed Phillips William Hall |
+44 (0) 20 3100 2222 |
Alma PR Josh Royston Rebecca Sanders-Hewett Helena Bogle Sam Modlin |
+44 (0) 7780 901979 |
Important notices relating to financial advisers
Jefferies International Limited ("Jefferies") which is authorised and regulated in the
Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
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 (
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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