Source - LSE Regulatory
RNS Number : 0820G
Codemasters Group Holdings PLC
20 November 2020
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Codemasters Group Holdings PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

n/a

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Codemasters Group Holdings PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

19 November 2020

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 


 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

n/a

Details, including nature of the rights concerned and relevant percentages:

n/a

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

(a) Interests of directors of Codemasters Group Holdings PLC (and their close relatives and related trusts) in Codemasters Group Holdings PLC ordinary shares

Director

Number of Ordinary Shares

Percentage of issued share capital (excluding share options and shares held in treasury

Frank Sagnier

                      3,246,750

2.08%

Rashid Varachia

                     1,469,500

0.94%

Ian Bell

1,898,000

1.21%

 

(b) Outstanding award of directors of Codemasters Group Holding

 

Director

Codemasters Share Plan

Date of grant

Expected first date of exercise

Interest

Frank Sagnier

 

LTIP

01 June 2018

01 June 2021

560,000

ESOP

01 June 2018

 01 June 2021

15,000

Rashid Varachia

 

LTIP

01 June 2018

 01 June 2021

420,000

ESOP

01 June 2018

 01 June 2021

15,000

Gerhard Florin

NED

01 June 2018

 01 June 2021

350,000

Ian Gomes

NED

01 June 2018

 01 June 2021

210,000

 

(Note:

LTIP exercise price of £0.01 per share

ESOP exercise price of £2.00 per share

NED exercise price of £2.00 per share)

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

20 November 2020

Contact name:

Rashid Varachia

Telephone number:

+44 (0) 1926 816 000

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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