REG - Codemasters Grp Hldg Electronic Arts Inc. - Court Sanction of Scheme of Arrangement

Electronic ArtsAnnouncement

16/02/2021 13:45

RNS Number : 2822P
  
Codemasters Group Holdings PLC
  
16 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
16 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)
Court Sanction of Scheme of Arrangement,
Exercise of Options, Director/PDMR Shareholdings and Suspension of Trading on AIM
On 14 December 2020, the boards of Codemasters and 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"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
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").
Court sanction of the Scheme
Codemasters is pleased to announce that the Scheme was sanctioned by the High Court of Justice of England and Wales (the "Court") earlier today. All Conditions to the Acquisition have now been satisfied or waived other than delivery to the Registrar of Companies of England and Wales of a copy of the Court Order, which is expected to take place on 18 February 2021.  On such delivery of the Court Order, the Scheme will become Effective.
Exercise of share options and admission of new Codemasters Shares to trading on AIM
Upon the Court sanction of the Scheme earlier today, conditional exercises by participants of options granted under the Codemasters Share Schemes to subscribe for an aggregate of 3,902,238 new Codemasters Shares became unconditional and such aggregate number of new Codemasters Shares have been allotted and issued to such participants, credited as fully paid, all in accordance with the proposals made by Codemasters and Bidco to participants under the Codemasters Share Schemes in letters to them dated 11 January 2021 in accordance with Rule 15 of the Code (the "Rule 15 Proposals").  All such 3,902,238 new Codemasters Shares are 'Scheme Shares' within the meaning of the Scheme and will therefore be acquired by Bidco under the Scheme.
Such participants who conditionally exercised their options in accordance with the Rule 15 Proposals included the following Codemasters Directors in respect of the following options granted to them under the Codemasters Share Schemes (all of which, to the extent not already vested, vested upon the Court's sanction of the Scheme):-



Codemasters Director


No. of Codemasters Shares


Codemasters Share Scheme


Exercise price per share*


Resulting holding of Codemasters Shares


% of enlarged issued share capital




Frank Sagnier


15,000


Codemasters ESOP


200p
















560,000


Codemasters LTIP


1p


3,821,750


2.44%




Rashid Varachia


15,000


Codemasters ESOP


200p
















420,000


Codemasters LTIP


1p


1,904,500


1.22%




Gerhard Florin


350,000


Codemasters NED Plan


200p


350,000


0.22%




Ian Gomes


210,000


Codemasters NED Plan


200p


210,000


0.13%




Lisa Thomas


210,000


Individual option grant


235p


210,000


0.13%



(*   to be deducted from the consideration payable by Bidco for the resulting Codemasters Shares under the terms of Acquisition pursuant to the Rule 15 Proposals)
Notifications by the Codemasters Directors in accordance with the EU Market Abuse Regulation are set out in the Appendix to this announcement.
Application has been made to the London Stock Exchange for such 3,902,238 new Codemasters Shares issued to participants in the Codemasters Share Schemes to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such new Codemasters Shares will commence at 8.00 a.m. on 17 February 2021.
Total voting rights
Following the allotment and issue of such 3,902,238 new Codemasters Shares, Codemasters confirms that it has 156,370,177 ordinary shares of £0.01 each in issue and the Company does not hold any shares in treasury. All of such ordinary shares have equal voting rights. The International Securities Identification Number ("ISIN") for the Company's ordinary shares is GB00BFWZ2G72.
Suspension of trading on AIM and Cancellation of Admission to trading on AIM
Dealings in Codemasters Shares will be suspended from trading on AIM with effect from 7.30 a.m. on 18 February 2021. Subject to the Scheme becoming Effective, it is expected that the admission of Codemasters Shares to trading on AIM will be cancelled at 7.00 a.m. on 19 February 2021. 
A further announcement will be made when the Scheme has become Effective.
The expected timetable of principal events in relation to the Scheme and the Acquisition remains as set out on pages 10 and 11 of the Scheme Document and is also set out below:-



Event


Time/date




Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Codemasters Shares


17 February 2021




Scheme Record Time


6:00 p.m. on 17 February 2021




Effective Date


18 February 2021




Dealings in Codemasters Shares on AIM suspended


7:30 a.m. on 18 February 2021




Cancellation of admission to trading on AIM of, and dealings in, Codemasters Shares


7:00 a.m. on 19 February 2021




Settlement of the Offer Price:








Despatch of cheques and crediting of CREST for cash consideration due under the Scheme


As soon as practicable and, in any event, within 14 days following the Effective Date




Long Stop Date


30 June 2021



All references to times in this announcement are to London time (unless otherwise stated).
Enquiries:



Codemasters Group Holdings plc
Gerhard Florin, Chairman
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 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



1.


Details of PDMR / person closely associated with them ('PCA')




a)


Name


Frank Sagnier




b)


Position / status


Chief Executive Officer




c)


Initial notification / amendment


Initial notification




2.


Details of the issuer




a)


Name


Codemasters Group Holdings plc




b)


LEI


213800NOITSDQVNP5W91




3.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument
Identification code


Ordinary shares of £0.01
ISIN: GB00BFWZ2G72




b)


Nature of the transaction


Exercise of share options




c)


Price(s) and volume(s)


15,000 ordinary shares (Codemasters ESOP) @ 200p per share
560,000 ordinary shares (Codemasters LTIP) @ 1p per share




d)


Aggregated information
-       Aggregated volume 
-       Price


 
15,000 ordinary shares (Codemasters ESOP)
£30,000
560,000 ordinary shares (Codemasters LTIP)
£5,600




e)


Date of the transaction


16 February 2021




f)


Place of the transaction


Outside a trading venue



 
 



1.


Details of PDMR / person closely associated with them ('PCA')




a)


Name


Rashid Varachia




b)


Position / status


Chief Financial Officer




c)


Initial notification / amendment


Initial notification




2.


Details of the issuer




a)


Name


Codemasters Group Holdings plc




b)


LEI


213800NOITSDQVNP5W91




3.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument
Identification code


Ordinary shares of £0.01
ISIN: GB00BFWZ2G72




b)


Nature of the transaction


Exercise of share options




c)


Price(s) and volume(s)


15,000 ordinary shares (Codemasters ESOP) @ 200p per share
420,000 ordinary shares (Codemasters LTIP) @ 1p per share




d)


Aggregated information
-       Aggregated volume 
-       Price


 
15,000 ordinary shares (Codemasters ESOP)
£30,000
420,000 ordinary shares (Codemasters LTIP)
£4,200




e)


Date of the transaction


16 February 2021




f)


Place of the transaction


Outside a trading venue



 
 



1.


Details of PDMR / person closely associated with them ('PCA')




a)


Name


Gerhard Florin




b)


Position / status


Chairman & Non-Executive Director




c)


Initial notification / amendment


Initial notification




2.


Details of the issuer




a)


Name


Codemasters Group Holdings plc




b)


LEI


213800NOITSDQVNP5W91




3.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument
Identification code


Ordinary shares of £0.01
ISIN: GB00BFWZ2G72




b)


Nature of the transaction


Exercise of share options




c)


Price(s) and volume(s)


350,000 ordinary shares (Codemasters NED Plan) @ 200p per share




d)


Aggregated information
-       Aggregated volume 
-       Price


 
350,000 ordinary shares (Codemasters NED Plan)
£700,000




e)


Date of the transaction


16 February 2021




f)


Place of the transaction


Outside a trading venue



 
 



1.


Details of PDMR / person closely associated with them ('PCA')




a)


Name


Ian Gomes




b)


Position / status


Non-Executive Director




c)


Initial notification / amendment


Initial notification




2.


Details of the issuer




a)


Name


Codemasters Group Holdings plc




b)


LEI


213800NOITSDQVNP5W91




3.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument
Identification code


Ordinary shares of £0.01
ISIN: GB00BFWZ2G72




b)


Nature of the transaction


Exercise of share options




c)


Price(s) and volume(s)


210,000 ordinary shares (Codemasters NED Plan) @ 200p per share




d)


Aggregated information
-       Aggregated volume 
-       Price


 
210,000 ordinary shares (Codemasters NED Plan)
£420,000




e)


Date of the transaction


16 February 2021




f)


Place of the transaction


Outside a trading venue



 
 



1.


Details of PDMR / person closely associated with them ('PCA')




a)


Name


Lisa Thomas




b)


Position / status


Non-Executive Director




c)


Initial notification / amendment


Initial notification




2.


Details of the issuer




a)


Name


Codemasters Group Holdings plc




b)


LEI


213800NOITSDQVNP5W91




3.


Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted




a)


Description of the financial instrument
Identification code


Ordinary shares of £0.01
ISIN: GB00BFWZ2G72




b)


Nature of the transaction


Exercise of share options




c)


Price(s) and volume(s)


210,000 ordinary shares (individual option) @ 235p per share




d)


Aggregated information
-       Aggregated volume 
-       Price


 
210,000 ordinary shares (Individual option)
£493,500




e)


Date of the transaction


16 February 2021




f)


Place of the transaction


Outside a trading venue



 

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