CDM.L Regulatory News (CDM)

Liberum Capital Limited

20 June 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

Proposed secondary placing of up to 20 million ordinary shares inCodemasters Group Holdings plc

Reliance Big Entertainment (Singapore) Pte. Ltd ("Reliance") today announces the intention to sell up to 20,000,000 ordinary shares (the "Placing Shares") in Codemasters Group Holdings plc ("Codemasters" or the "Company") to qualified institutional investors (the "Placing"). The Placing will be priced at 220 pence per share. The Placing Shares represent up to approximately 14.3% of Codemasters' entire issued share capital.

The Placing will be conducted by means of an accelerated bookbuild to institutional investors, which will be launched immediately following this announcement.

Liberum Capital Limited ("Liberum") and Jefferies International Limited ("Jefferies") are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Placing. The timing for the close of the bookbuild process and the distribution of allocations will be at the absolute discretion of the Joint Bookrunners. The results of the Placing will be announced as soon as practicable thereafter.

The Company is not a party to the Placing and will not receive any proceeds from the Placing.

Reliance has agreed not to sell any further ordinary shares they hold in the capital of the Company for a period of 60 days after completion of the transaction, subject to waiver by the Joint Bookrunners at their sole discretion.

This announcement contains inside information within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014.

Enquiries

Liberum (Joint Bookrunner) +44 (0)20 3100 2222

Neil Patel / Cameron Duncan / William Hall

Jefferies (Joint Bookrunner) +44 (0)20 7029 8000

Ed Matthews / Luca Erpici / William Brown

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS AND PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer or an invitation to acquire or dispose of securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction in which such an offer or invitation is unlawful ("Restricted Jurisdictions"). Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into or from any Restricted Jurisdiction. Any failure to comply with this restriction may constitute a violation of securities laws in the relevant Restricted Jurisdiction.

The Placing Shares are not being made available to the public and none of the Placing Shares are being offered or sold in any jurisdiction where it would be unlawful to do so. The Placing Shares have not been and will not be registered under the relevant laws of any of the Restricted Jurisdictions or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Restricted Jurisdiction or to, or for the account or benefit of, any person with a registered address in, or who is a resident of or ordinarily resident in, or a citizen of, any Restricted Jurisdiction except pursuant to an applicable exemption.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and, absent registration, may not be offered or sold in the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Company, Reliance Big Entertainment (Singapore) Pte. Ltd, Liberum, Jefferies or any of their respective affiliates.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Reliance Big Entertainment (Singapore) Pte. Ltd, Liberum, Jefferies or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Reliance Big Entertainment (Singapore) Pte. Ltd, Liberum and Jefferies to inform themselves about and to observe any applicable restrictions.

None of Liberum or Jefferies or Reliance Big Entertainment (Singapore) Pte. Ltd or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. 

Liberum and Jefferies, which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for Reliance Big Entertainment (Singapore) Pte. Ltd in connection with the Placing and will not be responsible to anyone other than Reliance for providing the protections offered to the clients of Liberum and Jefferies, nor for providing advice in relation to the Placing or any matters referred to in this announcement.