Co-operation Agreement, dated December 14, 2020, by and between the Company and Codemasters
EX-2.2 3 a22co-operationagreeme.htm EX-2.2 CO-OPERATION AGREEMENT Document
ELECTRONIC ARTS INC.
CODEX GAMES LIMITED
CODEMASTERS GROUP HOLDINGS PLC
1. Definitions and interpretation
2. Publication of the Announcement and the terms of the Acquisition
3. Regulatory clearances
4. Scheme Document
5. Implementation of the Acquisition
6. Switching to an Offer
7. Codemasters dividends
8. Codemasters Share Schemes
9. Directors’ and officers’ insurance
12. Representations and warranties
14. Entire agreement
18. Waivers, rights and remedies
19. No partnership
20. Further assurances
24. Third party enforcement rights
25. Appointment of process agent
26. Governing law and jurisdiction
THIS AGREEMENT is dated 14 December 2020
(1) ELECTRONIC ARTS INC., a Delaware corporation incorporated and registered in the State of Delaware, USA with company number ###-###-#### whose principal address is at 209 Redwood Shores Parkway, Redwood City, California 94065, USA (“EA”);
(2) CODEX GAMES LIMITED, a private limited company incorporated and registered in England and Wales with company number 13072037 whose registered office is at Onslow House, Onslow Street, Guildford, GU1 4TN, England (“Bidco”); and
(3) CODEMASTERS GROUP HOLDINGS PLC, a public limited company incorporated and registered in England and Wales with company number 06123106 whose registered office is at Codemasters Campus, Stoneythorpe, Southam, Warwickshire, CV47 2DL, England (“Codemasters”),
each a “party” and, together, the “parties”.
(A) EA proposes to announce shortly following execution of this Agreement a firm intention by Bidco, an indirect subsidiary of EA, to make a recommended acquisition of the entire issued and to be issued share capital of Codemasters pursuant to Rule 2.7 of the Code.
(B) The Acquisition will be made on the terms and subject to the conditions set out in the Announcement and this Agreement.
(C) The parties intend that the Acquisition will be implemented by way of the Scheme, although EA reserves the right, subject to the terms of this Agreement and the Announcement, to procure that Bidco implements the Acquisition by way of an Offer.
(D) The parties are entering into this Agreement to set out certain obligations and commitments in relation to the implementation of the Acquisition (whether by way of the Scheme or an Offer).
IT IS AGREED as follows:
1.Definitions and interpretation
1.1In this Agreement (including the recitals but excluding Schedule 1), the terms and expressions listed in this clause 1.1 shall have the meanings set out in this clause 1.1. Terms and expressions used in Schedule 1 (Form of Announcement) shall have the meanings given to them in Schedule 1.
“Acceptance Condition” means the acceptance condition to any Offer;
“Acquisition” means the proposed acquisition of the entire issued and to be issued share capital of Codemasters by Bidco to be effected by way of: (i) the Scheme; or (ii) an Offer (as the case may be);
“Acquisition Document” means: (i) if the Scheme is (or is to be) implemented, the Scheme Document; or (ii) if an Offer is (or is to be) implemented, the Offer Document;
“Agreed Switch” has the meaning given in clause 6.1(a);
“AIM Rules” means the ‘AIM Rules for Companies’ as published by the London Stock Exchange from time to time;
“Announcement” means the announcement detailing the terms and conditions of the Acquisition to be made pursuant to Rule 2.7 of the Code, in substantially the form set out in Schedule 1 (Form of Announcement);
“Bidco Directors” means the directors of Bidco from time to time;
“Business Day” means any day (excluding any Saturday or Sunday or public or bank holiday) on which banks are open for business in London and California;
“Clearances” means any approvals, consents, clearances, determinations, permissions, confirmations, comfort letters and waivers that may need to be obtained, all applications and filings that may need to be made and all waiting periods that may need to have expired, from or under any Law or practices applied by any Relevant Authority (or under any agreements or arrangements to which any Relevant Authority is a party), in each case that are necessary and/or expedient to satisfy one or more of the Regulatory Conditions; and any reference to any Clearance having been “satisfied” shall be construed as meaning that the foregoing has been obtained, or where relevant, made or expired;
“CMA” means the UK Competition and Markets Authority;
“Code” means the City Code on Takeovers and Mergers, as issued from time to time by or on behalf of the Panel;
“Codemasters Board” means the board of directors of Codemasters from time to time;
“Codemasters Board Adverse Recommendation Change” means:
(a)if Codemasters makes an announcement prior to the publication of the Acquisition Document(s) that: (i) the Codemasters Directors no longer intend to make the Codemasters Board Recommendation or intend adversely to modify or qualify such recommendation; (ii) it will not convene the Court Meeting or the General Meeting; or (iii) it intends not to post the Scheme Document or (if different) the document convening the Codemasters General Meeting;
(b)if Codemasters makes an announcement that it will delay the convening of, or will adjourn, the Court Meeting, the General Meeting or the Court Hearing, in each case without the consent of EA, except where such delay or adjournment is solely caused by logistical or practical reasons beyond Codemasters’ reasonable control;
(c)the Codemasters Board Recommendation is not included in the Acquisition Document(s);
(d)the Codemasters Directors withdraw, adversely modify or adversely qualify the Codemasters Board Recommendation;
(e)if the Codemasters Directors announce the entry into by the Codemasters Group of any transaction which would constitute: (i) a reverse takeover of Codemasters (as defined in the Code); or a significant transaction for, or a reverse takeover of, Codemasters (each as defined in the AIM Rules); or
(f)if, after the approval of the Codemasters Resolutions, the Codemasters Directors announce that they will not implement the Scheme (other than: (i) in connection with an announcement of an offer or revised offer by EA for Codemasters, or (ii) because a Clearance has failed, or become impossible, to be satisfied);
“Codemasters Board Recommendation” means a unanimous and unqualified recommendation from the Codemasters Directors to Codemasters Shareholders in respect of the Acquisition: (i) to vote in favour of the Scheme at the Court Meeting and in favour of the Codemasters Resolutions at the General Meeting; or (ii) if Bidco elects to implement the Acquisition by means of an Offer in accordance with the terms of this Agreement, to accept the Offer;
“Codemasters Directors” means the directors of Codemasters from time to time;
“Codemasters ESOP” means the Codemasters Employee Share Option Plan;
“Codemasters Group” means Codemasters and its subsidiaries and subsidiary undertakings from time to time;
“Codemasters LTIP” means the Codemasters Long Term Incentive Plan;
“Codemasters NED Plan” means the Codemasters Non-Executive Director Plan;
“Codemasters Remuneration Committee” means the remuneration committee of the Codemasters Board;
“Codemasters Representative” has meaning given to it in clause 12.3;
“Codemasters Resolutions” means such shareholder resolutions of Codemasters as are necessary to approve, implement and effect the Scheme and the Acquisition and changes to Codemasters’ articles of association;
“Codemasters Share Schemes” means the Codemasters ESOP, the Codemasters LTIP, the New Codemasters NED Award and the Codemasters NED Plan;
“Codemasters Shareholders” means holders of Codemasters Shares from time to time;
“Codemasters Shares” means the ordinary shares of £0.01 each in the capital of Codemasters;
“Companies Act” means the Companies Act 2006;
“Competing Proposal” means:
(a)an offer (including a partial offer for 30% or more of the issued or to be issued ordinary share capital of Codemasters, exchange or tender offer), merger, acquisition, dual-listed structure, scheme of arrangement, reverse takeover, whitewash transaction and/or business combination (or the announcement of a firm intention to do the same), the purpose of which is to acquire, directly or indirectly, 30 per cent. or more of the issued or to be issued ordinary share capital of Codemasters (when aggregated with the shares already held by the acquirer and any person acting or presumed or deemed to be acting in concert with the acquirer) or any arrangement or series of arrangements which results in any party acquiring, consolidating or increasing ‘control’ (as defined in the Code) of Codemasters;
(b)the acquisition or disposal, directly or indirectly, of all or a significant proportion (being 30 per cent. or more) of the business, assets and/or undertakings of the Codemasters Group calculated by reference to any of its revenue, profits or value taken as a whole;
(c)a demerger and/or liquidation involving all or a significant portion (being 30 per cent. or more) of the Codemasters Group calculated by reference to any of its revenue, profits or value taken as a whole; or
(d)any other transaction which would be reasonably likely materially to preclude, impede or delay or otherwise prejudice, be an alternative to, or inconsistent with, the implementation of the Acquisition,
in each case which is not effected by EA or Bidco (or a person acting in concert with EA) or at EA’s or Bidco’s direction or with EA’s or Bidco’s agreement, and in each case whether implemented in a single transaction or a series of transactions and whether conditional or otherwise;
“Competition Law” means Chapters I and II of the Competition Act 1998, Section 188 of the Enterprise Act 2002, Articles 101 and 102 of the Treaty on the Functioning of the European Union, and any other Law relating to competition and antitrust;
(a)for so long as the Acquisition is being implemented by means of the Scheme, the conditions to the implementation of the Acquisition (including the Scheme) as set out in Appendix I to the Announcement and to be set out in the Acquisition Document (including the Regulatory Conditions), as may be amended by Bidco with the consent of the Panel (and, for so long as the Scheme is subject to a unanimous and unqualified recommendation from the board of directors of Codemasters, with the consent of Codemasters); and
(b)for so long as the Acquisition is being implemented by means of an Offer, the conditions referred to in (a) above, as amended by replacing the Scheme Conditions with the Acceptance Condition and as may be further amended by EA with the consent of the Panel (and in the case of an Agreed Switch, and for so long as the Offer is subject to a unanimous and unqualified recommendation from the board of directors of Codemasters, with the consent of Codemasters),
and “Condition” shall be construed accordingly;
“Confidentiality Agreement” means the confidentiality agreement between Codemasters and EA in relation to the Acquisition dated 24 November 2020;
“Court” means the High Court of Justice of England and Wales;
“Court Hearing” means the hearing of the Court to sanction the Scheme under section 899 of the Companies Act and, if such hearing is adjourned, reference to commencement of any such hearing shall mean the commencement of the final adjournment thereof;
“Court Meeting” means meeting of the Codemasters Shareholders to be convened pursuant to an order of the Court under the Part 26 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof, notice of which is to be contained in the Scheme Document;
“Court Order” means the order(s) of the Court sanctioning the Scheme under section 899 of the Companies Act;
“Court Sanction” means the granting of the Court Order at the Court Hearing;
“EA Directors” means the directors of EA from time to time;
“Effective” means in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, means the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of an Offer, means the Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code;
“Effective Date” means the date upon which the Acquisition becomes Effective;
“FCA” means the Financial Conduct Authority or its successor from time to time;
“General Meeting” means the general meeting of Codemasters (including any adjournment, postponement or reconvention of it) to be convened for the purposes of considering, and if thought fit approving, the shareholder resolutions necessary for Codemasters to implement the Acquisition, notice of which shall be contained in the Scheme Document;
“Law” means any applicable statute, law, rule, regulation, ordinance, code, order, judgment, injunction, writ, decree, directive, policy, guideline, interpretation or rule of common law issued, administered or enforced by any Relevant Authority, or any judicial or administrative interpretation thereof;
“London Stock Exchange” means London Stock Exchange plc;
“Long Stop Date” means 30 June 2021 or such later date or time as EA and Codemasters agree (with the Panel’s consent and as the Court may approve (if such approval(s) are required));
“Offer” means if (subject to the consent of the Panel and the terms of the Announcement) the Acquisition is effected by way of a takeover offer as defined in Part 28 of the Companies Act, the offer to be made by or on behalf of Bidco to acquire the issued and to be issued ordinary share
capital of Codemasters on the terms and subject to the conditions to be set out in the related Offer Document;
“Offer Document” means should the Acquisition be implemented by means of an Offer, the document to be sent to (amongst others) Codemasters Shareholders containing, among other things, the full terms and conditions of such Offer;
“Offer Price” means 604 pence per Codemasters Share;
“Panel” means the UK Panel on Takeovers and Mergers;
“Regulatory Conditions” means the conditions set out in paragraphs 3(a) to (c) (inclusive) of Part A of Appendix I to the Announcement;
“Regulatory Information Service” means a primary information provider which has been approved by the FCA to disseminate regulated information;
“Relevant Authority” means any central bank, ministry, governmental, quasi-governmental, supranational (including the European Union), statutory, regulatory or investigative body, authority or tribunal (including any national or supranational anti-trust, competition or merger control authority, any sectoral ministry or regulator and foreign investment review body), national, state, municipal or local government (including any subdivision, court, tribunal, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction, including, for the avoidance of doubt, the Panel, the CMA, the German Bundeskartellamt or the Austrian Bundeswettbewerbsbehörde;
“Scheme” means the scheme of arrangement proposed to be made under Part 26 of the Companies Act between Codemasters and the Codemasters Shareholders to implement the Acquisition, with or subject to any modification thereof or addition thereto or condition approved or imposed by the Court (where applicable) and agreed by Codemasters and EA;
“Scheme Conditions” means the conditions referred to in paragraphs 1 and 2 of Part A of Appendix I to the Announcement;
“Scheme Document” means the document to be despatched to (among others) Codemasters Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme, containing the explanatory statement required by section 897 of the Companies Act and the notices convening the Court Meeting and the Codemasters General Meeting;
“Scheme Record Time” means the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately preceding the Effective Date or such other time as Codemasters and EA may agree;
“Significant Interest” means in relation to an undertaking, a direct or indirect interest in twenty (20) per cent. or more of (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the of the Companies Act) of such undertaking or (ii) the relevant partnership interest;
“Switch” has the meaning given in clause 6.1;
“Wider EA Group” means EA and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertaking in which EA and/or such undertakings (aggregating their interests) have a Significant Interest; and
“Working Hours” means 9.30 a.m. to 5.30 p.m. in the relevant location on a Business Day.
1.2In this Agreement, unless the context otherwise requires:
(a)the expressions “subsidiary” and “subsidiary undertaking” have the meanings given in the Companies Act;
(b)the expressions “acting in concert” and “concert parties” shall be construed in accordance with the Code;
(c)“interest” in shares or securities shall be construed in accordance with the Code;
(d)a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;
(e)references to a “person” include any individual, an individual’s executors or administrators, a partnership, a firm, a body corporate (wherever incorporated), an unincorporated association, government, state or agency of a state, local or municipal authority or government body, a joint venture, association, works council or employee representative body (in any case, whether or not having separate legal personality);
(f)references to a recital, paragraph, clause or Schedule (other than a schedule to a statutory provision) shall refer to those of this Agreement unless stated otherwise;
(g)headings do not affect the interpretation of this Agreement, the singular shall include the plural and vice versa, and references to one gender include all genders;
(h)references to time are to London time;
(i)any reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;
(j)references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;
(k)references to “£”, “GBP”, “pounds sterling”, “Sterling”, “pence” and “p” are references to the lawful currency from time to time of the United Kingdom;
(l)any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(m)a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied or supplemented at any time; and
(n)references to this Agreement include this Agreement as amended or supplemented in accordance with its terms.
1.3The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules.
2.Publication of the Announcement and the terms of the Acquisition
2.1The obligations of the parties under this Agreement, other than clause 1, this clause 2.1 and clauses 11 to 19 (inclusive) and 21 to 26 (inclusive), shall be conditional on the release of the Announcement via a Regulatory Information Service at or before 8:00 a.m. on the date of this Agreement or such later time and date as the parties may agree (and, where required by the Code, the Panel may approve). Clause 1, this clause 2.1 and clauses 11 to 19 (inclusive) and 21 to 26 (inclusive) shall take effect on and from execution of this Agreement.
2.2The terms of the Acquisition shall be as set out in the Announcement, together with such other terms as may be permitted by this Agreement or otherwise agreed by the parties in writing (save in the case of an improvement to the terms of the Acquisition, which will be at the absolute discretion of EA and Bidco) and, where required by the Code, approved by the Panel.
2.3The terms of the Acquisition at the date of publication of the Acquisition Document shall be set out in the Acquisition Document. If Bidco elects to implement the Transaction by way of an Offer in accordance with clause 6, the terms of the Acquisition shall be set out in the announcement of the switch to an Offer and in the Offer Document.
3.1EA shall be responsible for satisfying all Clearances and Regulatory Conditions and shall use reasonable endeavours to do so.
3.2Except where otherwise required by Law or a Relevant Authority:
(a)EA shall consult with Codemasters, in good faith and on a timely basis, and reasonably take into account in good faith the views of Codemasters with respect to the relevant Clearances in order to determine and seek to agree the strategy for satisfying such Clearances, including the strategy for contacting and corresponding with any relevant Regulatory Authority in relation to such Clearances (including preparing and submitting all filings, notifications, and/or submissions that are necessary or expedient for the purposes of satisfying the Clearances and Regulatory Conditions as promptly as is reasonably practicable);
(b)EA shall contact and correspond with the Relevant Authorities in relation to the relevant Clearances including preparing and submitting to any Relevant Authority any filing, notification or submission that is necessary or expedient for the purposes of satisfying the Clearances and Regulatory Conditions as promptly as is reasonably practicable and in any event with sufficient time before any applicable deadline or due date (such acts to be done after prior consultation with Codemasters, unless any such contact or correspondence relates to purely administrative matters) and, without prejudice to the generality of the foregoing
but subject to Codemasters complying with its obligations under clauses 3.3 and 3.5, by no later than 11:59 p.m. on 15 January 2021 EA shall submit by electronic and/or paper copy (as may be required):
(i)a final merger filing to the Austrian Bundeswettbewerbsbehörde, prepared in accordance with the guidance issued by the Relevant Authority from time to time, so as to enable it to assess the Acquisition in the context of the applicable national merger control regime;
(ii)a final merger filing to the German Bundeskartellamt prepared in accordance with the guidance issued by the Relevant Authority from time to time, so as to request it to grant clearance of the Acquisition in the context of the applicable national merger control regime, and to enable it to undertake such an assessment; and
(iii)a final form briefing note to the CMA prepared in accordance with the guidance issued by the Relevant Authority from time to time, explaining why EA does not propose to submit a merger notice to the CMA in the context of the applicable national merger control regime; and
(c)EA shall be responsible for the payment of all filing and/or administrative fees payable to any Relevant Authorities in connection with the Clearances and the Regulatory Conditions.
3.3Each party shall:
(a)provide the other, in a timely manner, such information and assistance as may be reasonably required and requested for:
(i)EA to determine, in consultation with Codemasters, in which jurisdictions any filing, notification or submission to a Relevant Authority is necessary or expedient for the purposes of satisfying the Clearances; and
(ii)any filings, notifications or submissions to be made to any Relevant Authorities as are necessary or expedient for the purposes of satisfying the Clearances, taking into account all applicable waiting periods; and
(b)ensure that all information necessary for the making of (or responding to any requests for further information consequent upon) any such filings, notifications or submissions (including draft versions necessary for the purpose of obtaining the Clearances), and that is in the possession of, or reasonably obtainable by the parties (including from third parties through the exercise of contractual rights) is supplied accurately and as promptly as reasonably practicable,
save that any information provided by either party pursuant to this clause 3.3 may be redacted as may be reasonably required to address legal privilege or confidentiality concerns or to comply with applicable Competition Law or to protect commercially or competitively sensitive information and/or may be provided on an external counsel only basis.
3.4For the purposes of clause 3.3 the parties acknowledge that the provision of information may nonetheless be prevented by obligations of confidentiality owed to third parties or by Law.
3.5Except where prohibited by Law or a Regulatory Authority, and, without prejudice to clause 3.3, each party shall work cooperatively and reasonably with the other party and its advisers to satisfy the Clearances and Regulatory Conditions, and each party shall:
(a)provide in a timely manner such cooperation as is reasonably required and requested by the other in connection with the preparation of all such filings, notifications or submissions referred to in clause 3.2(b) and in relation to the preparation of any other submissions, material correspondence or material communications to any Relevant Authority in connection with the Clearances, taking into account all applicable waiting periods;
(b)provide, or procure the provision of, draft copies of all notifications, filings, submissions, material correspondence and material communications (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications) intended to be sent or communicated to any Relevant Authority in relation to satisfying any Clearances to the other party and its legal advisers at such time as will allow the receiving party a reasonable opportunity to provide comments on such filings, notifications, submissions, material correspondence and material communications before they are submitted, sent or made and each party shall provide the other party with copies of all such filings, submissions, material correspondence and material communications in the form finally submitted or sent (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications);
(c)have regard in good faith to comments made in a timely manner by the other party on draft copies of filings, notifications, submissions, material correspondence and material communications provided pursuant to clause 3.5(b);
(d)notify the other party, and provide copies (including, in the case of non-written communications, reasonably detailed summaries of material non-written communications), in a timely manner of any material correspondence or material communication from any Relevant Authority in relation to obtaining any Clearance;
(e)keep the other party reasonably informed as to the progress of any filing, notification or submission submitted any Relevant Authority and allow the other party and its advisers to: (i) attend all meetings or material calls with any Relevant Authority or other persons or bodies (unless prohibited by the Relevant Authority, Law or other person or body) relating to satisfying any Clearance; and (ii) make reasonable oral submissions at such meetings or calls; and
(f)where reasonably requested by the other party, and insofar as permitted by the Relevant Authority, make available appropriate representatives for meetings and calls with any Relevant Authority in connection with the satisfying of any Clearances.
3.6Each party undertakes to inform the other party as promptly as is reasonably practicable of:
(a)any developments which are material or potentially material to the satisfaction of any Clearance; and
(b)the satisfaction of the Regulatory Conditions.
3.7EA undertakes to Codemasters that until the Regulatory Conditions are satisfied it shall:
(a)not enter into an agreement for, or consummate, any acquisition or other transaction or take any action which would, or would be reasonably likely to, have the effect of preventing or materially delaying satisfaction of the Clearances and the Regulatory Conditions or the Acquisition becoming Effective at the earliest practicable date; and
(b)in each case to the extent permitted by applicable law, regulation and any applicable obligations of confidentiality, inform Codemasters promptly in the event that it becomes aware of any member of the Wider EA Group entering into an agreement for, or consummating, any acquisition or other transaction or taking any action which would, or would reasonably be expected to, have the effect of preventing or materially delaying satisfaction of the Clearances and the Regulatory Conditions or the Acquisition becoming Effective at the earliest practicable date.
EA and Bidco agree:
(a)promptly to provide Codemasters all such information about itself, its directors, its concert parties and the Wider EA Group as may reasonably be requested and which is required by Codemasters (having regard to the Code and other Law) for inclusion in the Scheme Document (including any information required under the Code or other Law);
(b)promptly to provide Codemasters with all such other assistance and access as may reasonably be required in connection with the preparation of the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme, including access to, and ensuring the provision of reasonable assistance by, EA’s relevant professional advisers; and
(c)to procure that the EA Directors and the Bidco Directors accept responsibility, in the terms required by the Code, for all the information (including any expressions of opinion) in the Scheme Document and any other document required under the Code or by other Law to be published in connection with the Scheme relating to themselves (and their close relatives (as defined in the Code), related trusts and persons connected with them), the Wider EA Group, their concert parties, the financing of the Acquisition, information on EA’s and Bidco’s future plans for the Codemasters Group, its management and employees, any statements of opinion, belief, intention or expectation of the EA Directors and the Bidco Directors in relation to the Acquisition following the Effective Date and any other information in the Scheme Document for which an offeror is required to accept responsibility under the Code.
5.Implementation of the Acquisition
5.1Where the Acquisition is being implemented by way of the Scheme:
(a)Bidco undertakes that, by no later than 11:59 p.m. on the Business Day immediately preceding the Court Hearing, it shall deliver a notice in writing to Codemasters either:
(i)confirming the satisfaction or waiver of all Conditions (other than the Scheme Conditions); or
(ii)confirming Bidco’s intention to invoke one or more Conditions (if permitted by the Panel) and providing reasonable details of the event which has occurred, or circumstances which have arisen, which Bidco reasonably considers entitle it to invoke such Condition(s) and the reasons why Bidco considers such event or circumstance to be sufficiently material for the Panel to permit it to invoke such Condition(s);
(b)where Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Bidco agrees that Codemasters shall be permitted to take the necessary steps to procure that the Court Hearing is duly held as soon as reasonably practicable thereafter (having regard to the proposed timetable agreed between the parties and included in the Scheme Document or in any subsequent agreed announcement regarding the implementation of the Acquisition); and
(c)where Bidco confirms the satisfaction or waiver of all Conditions (other than the Scheme Condition) in accordance with clause 5.1(a)(i), Bidco irrevocably agrees to undertake to the Court to be bound by the terms of the Scheme in so far they relate to Bidco, that Codemasters or its counsel may provide to the Court a copy of such undertaking to evidence such agreement and to provide such other documentation or other information and to do all such things as may reasonably be required by Codemasters, its counsel or the Court, in relation to such agreement (including instructing Codemasters’ counsel to so undertake on its behalf in relation to the Scheme and, if so required, to appear before the Court by counsel to so undertake).
5.2If EA or Bidco becomes aware of any fact, matter or circumstance that it reasonably considers would entitle Bidco to invoke (and the Panel would permit Bidco to so invoke) any of the Conditions or treat any of the Conditions as unsatisfied or incapable of satisfaction, EA or Bidco shall (subject to Law) inform Codemasters providing reasonable details as soon as is reasonably practicable.
6.Switching to an Offer
6.1The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, EA shall be entitled, with the consent of the Panel, to implement the Acquisition by way of an Offer rather than the Scheme (such election being a “Switch”) only if:
(a)Codemasters provides its prior written consent (an “Agreed Switch”), in which case clause 6.2 shall apply; or
(b)a Codemasters Board Adverse Recommendation Change occurs.
6.2In the event of any Agreed Switch, unless otherwise agreed in writing between EA, Bidco and Codemasters or required by the Panel:
(a)neither EA nor Bidco shall take any action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document (“Day 60”) (or such later date if the final deadline for acceptances is extended by the Panel in accordance with Rule 31.6 of the Code and the Notes on Rule 31.6 of the Code) and EA and Bidco shall ensure that the Offer remains open for acceptances until such time;
(b)EA and Bidco shall ensure that the only conditions of the Offer shall be the Conditions (subject to replacing the Condition set out in paragraph 2 of Part A (Conditions and Further Terms of the Acquisition) of Appendix I to the Announcement with the Acceptance Condition referred to in paragraph 2 of Part C (Implementation by way of an Offer) of Appendix I to the Announcement and any other modifications or amendments to such terms and conditions as may be required by the Panel or which are necessary as a result of the Agreed Switch) and that the Offer is made on terms that are no less favourable to Codemasters Shareholders than those set out in the Announcement;
(c)EA and Bidco shall keep Codemasters informed, on a confidential basis and reasonably promptly following receipt of a written request from Codemasters, of the number of holders of Codemasters Shares that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the identity of such shareholders and the number of Codemasters Shares to which such forms relate; and
(d)the parties agree that:
(i)all provisions of this Agreement shall continue to apply save as set out in this clause 6.2; and
(ii)all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis, save as set out in this clause 6.
6.3In the event of an Agreed Switch, EA and Bidco shall:
(a)submit, or procure the submission of drafts and revised drafts of the Offer Document to Codemasters for review and comment and shall take into account any reasonable comments from Codemasters for the purposes of preparing revised drafts; and
(b)obtain Codemasters’ approval for the contents of the information on the Codemasters Group contained in the Offer Document before it is posted or published and afford Codemasters sufficient time to consider such documents in order to give its approval. If Codemasters does not approve the information in the Offer Document within 28 days from the date of the Agreed Switch, Bidco shall be entitled to publish the Offer Document.
6.4Each of EA and Bidco hereby represents that it is not, at the date of this Agreement, and undertakes that it shall not become, following the date of this Agreement, required to make a mandatory offer for Codemasters under Rule 9 of the Code.
As set out in further detail in the Announcement, if on or after the date of the Announcement any dividend or other distribution is declared, paid or made or becomes payable by Codemasters, Bidco reserves the right to reduce the Offer Price by the aggregate amount of such dividend or distribution, in which case the relevant eligible Codemasters Shareholders will be entitled to receive and retain such dividend and/or distribution.
8.Codemasters Share Schemes
The provisions of Schedule 2 shall apply in respect of the Codemasters Share Schemes
9.Directors’ and officers’ insurance
9.1If and to the extent such obligations are permitted by Law, for six (6) years after the Effective Date, EA and Bidco shall procure that the members of the Codemasters Group honour and fulfil their respective obligations (if any) existing as at the date of this Agreement to indemnify their respective directors and officers and to advance expenses, in each case with respect to matters existing or occurring at or prior to the Effective Date. Nothing in the foregoing shall require any member of the Codemasters Group or EA or Bidco to indemnify any director to the extent it is unlawful to do so.
9.2Each of EA and Bidco acknowledges that Codemasters may purchase directors’ and officers’ liability insurance cover for both current and former directors and officers of the Codemasters Group, including directors and officers who retire or whose employment is terminated as a result of the Acquisition, for acts and omissions up to and including the Effective Date, in the form of runoff cover for a period of six (6) years following the Effective Date. Such insurance cover shall be with reputable insurers and provide cover, in terms of amount and breadth, substantially equivalent to that provided under the Codemasters Group’s directors’ and officers’ liability insurance as at the date of this Agreement. Each of the directors, officers and employees of the Codemasters Group to which clause 9.1 and this clause 9.2 apply will have the right, under the Contracts (Rights of Third Parties) Act 1999, to enforce his or her rights against EA under clause 9.1 and this clause 9.2.
10.1Subject to clauses 10.2 to 10.3 (inclusive), this Agreement shall terminate and all obligations of the parties under this Agreement shall cease, as follows:
(a)if agreed in writing between the parties;
(b)if the Announcement is not released by 8:00 a.m. on the date of this Agreement (unless, prior to that time, the parties have agreed another time in accordance with clause 2.1);
(c)upon service of written notice by EA and Bidco to Codemasters or Codemasters to EA and Bidco prior to the Long Stop Date, if:
(i)a third party announces a firm intention to make an offer or revised offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for Codemasters, which is recommended by the Codemasters Directors; or
(ii)a Codemasters Board Adverse Recommendation Change occurs;
(d)upon service of written notice by EA and Bidco to Codemasters prior to the Long Stop Date stating that either:
(i)any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date and, notwithstanding that Bidco has the right to waive such Condition, Bidco will not do so; or
(ii)any Condition which is incapable of waiver is incapable of satisfaction by the Long Stop Date,
in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) has been permitted by the Panel;
(e)upon service of written notice by EA and Bidco to Codemasters or by Codemasters to EA and Bidco prior to the Long Stop Date, if:
(i)a Competing Proposal is recommended by the Codemasters Board; or
(ii)a Competing Proposal completes, becomes effective or is declared or becomes unconditional in all respects; or
(iii)the Scheme is not approved at the Court Meeting and/or the Codemasters Resolutions are not passed the General Meeting; or
(iv)the Court refuses to sanction the Scheme;
(f)if the Acquisition is, with the permission of the Panel, withdrawn with the consent of Bidco or lapses in accordance with its terms prior to the Long Stop Date (other than where: (i) such lapse or withdrawal is as a result of the exercise of Bidco’s right to effect a Switch; or (ii) such lapse or withdrawal either is not, in the case of a withdrawal, confirmed by Bidco, or it is otherwise to be followed within five (5) Business Days by an announcement under Rule 2.7 of the Code made by EA or Bidco or a person acting in concert with EA or Bidco to implement the Acquisition by a different offer or scheme on substantially the same or improved terms); or
(g)unless otherwise agreed by the parties in writing, if the Effective Date has not occurred on or before the Long Stop Date.
10.2Termination of this Agreement shall be without prejudice to the rights of the parties which have arisen prior to termination, including any claim in respect of a breach of this Agreement.
10.3The following provisions shall survive termination of this Agreement: clauses 13 to 19 (inclusive), 21 to 26 (inclusive), this clause 10 and all related provisions of clause 1 (Definitions and interpretation).
11.1Nothing in this Agreement shall in any way limit the parties’ obligations under the Code, and any uncontested rulings of the Panel as to the application of the Code in conflict with the terms of this Agreement shall take precedence over such terms of this Agreement.
11.2The parties agree that, if the Panel determines that any provision of this Agreement that requires Codemasters to take or not to take any action, whether as a direct obligation or as a condition to any other person’s obligation (however expressed), is not permitted by Rule 21.2 of the Code, that provision shall have no effect and shall be disregarded.
11.3Nothing in this Agreement shall oblige Codemasters or the Codemasters Directors to recommend an Offer or a Scheme proposed by EA or Bidco or any member of the Wider EA Group.
11.4Without prejudice to the representations and warranties given by the parties pursuant to clause 12, nothing in this Agreement shall be taken to restrict the directors of any member of the Wider EA Group or the Codemasters Group from complying with Law, orders of court or regulations, including the Code, the AIM Rules and the rules and regulations of the Panel.
12.Representations and warranties
12.1Each party represents and warrants to the other party on the date of this Agreement that:
(a)it has the requisite power and authority to enter into and perform its obligations under this Agreement;
(b)this Agreement constitutes its binding obligations in accordance with its terms; and
(c)the execution and delivery of, and performance of its obligations under, this Agreement will not:
(i)result in any breach of any provision of its constitutional documents;
(ii)result in a breach of, or constitute a default under, any instrument which is material in the context of the Acquisition to which it is a party or by which it is bound; or
(iii)result in a breach of any order, judgment, or decree of any court or governmental agency to which it is a party or by which it is bound.
12.2No party shall have any claim against any other party pursuant to clause 12.1 for misrepresentation or breach of warranty after the Effective Date (without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement).
12.3Each of EA and Bidco acknowledges and agrees, on its own behalf and on behalf of the Wider EA Group, that any information and/or assistance provided by any of the Codemasters Directors, officers, employees or advisers (each a “Codemasters Representative”) to it and/or any member of the Wider EA Group or any of their respective directors, officers, employees or advisers, whether before, on or after the date of this Agreement: (i) pursuant to the obligations of Codemasters or any member of the Codemasters Group under or otherwise in connection with this Agreement; or (ii) in connection with the Acquisition shall in each case be given on the basis that the relevant Codemasters Representative shall not incur any liability nor owe any duty of care to any member of the Wider EA Group in respect of any loss or damage that any member of the Wider EA Group or any of their respective directors, officers, employees or advisers may suffer as a result of the provision of any such information and/or assistance (save, in each case for loss or damage resulting from the fraudulent misrepresentation of the relevant Codemasters Representative). Each Codemasters Representative to which this clause applies will have the right, under the Contracts (Rights of Third Parties) Act 1999, to enforce his or her rights against EA under this clause.
13.1For the avoidance of any doubt, EA and Bidco shall be responsible for paying the Panel’s document charges in respect of the Acquisition.
13.2Except as otherwise provided in this Agreement, each party shall pay its own costs incurred in connection with negotiating, preparing and completing this Agreement or otherwise in connection with the Acquisition.
14.1Without prejudice to the terms of the Announcement or the Acquisition Document, this Agreement and the Confidentiality Agreement together set out the entire agreement between the parties relating to the Acquisition and supersede any previous draft, agreement, arrangement or understanding, whether in writing or not, relating to the Acquisition.
14.2Each party acknowledges that in entering into this Agreement it is not relying upon any pre-contractual statement that is not set out in this Agreement or the Confidentiality Agreement.
14.3Except in the case of fraud or fraudulent misrepresentation, no party shall have any right of action against any other party to this Agreement arising out of or in connection with any pre-contractual statement except to the extent that it is repeated in this Agreement or the Confidentiality Agreement.
14.4For the purposes of this clause, “pre-contractual statement” means any draft, agreement, undertaking, representation, warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of this Agreement or the Confidentiality Agreement made or given by any person at any time prior to the entry into of this Agreement.
14.5Nothing in this Agreement shall limit any liability for (or remedy in respect of) fraud or fraudulent misrepresentation.
Unless the parties specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.
16.1Any notice to be given by one party to the other party in connection with this Agreement shall be in writing in English and signed by or on behalf of the party giving it. It shall be delivered by hand, e-mail, registered post or courier.
16.2A notice shall be effective upon receipt and shall be deemed to have been received: (i) at the time of delivery, if delivered by hand, registered post or courier; or (ii) at the time of transmission if delivered by e-mail. Where delivery occurs outside Working Hours, notice shall be deemed to have been received at the start of Working Hours on the next following Business Day.
16.3The addresses and e-mail addresses of the parties for the purpose of clause 16.1 are:
209 Redwood Shores Parkway,
For the attention of:
Executive Vice President, General Counsel and Corporate Secretary
Guildford GU1 4TN
For the attention of:
Warwickshire CV47 2DL
For the attention of:
16.4Each party shall notify the other party in writing of any change to its details in clause 16.3 from time to time.
Each language of communication under or in connection with this Agreement shall be in English.
18.Waivers, rights and remedies
18.1The rights and remedies provided for in this Agreement are cumulative and not exclusive of any other rights or remedies, whether provided by Law or otherwise.
18.2No failure to exercise, or delay in exercising, any right under this Agreement or provided by Law shall affect that right or operate as a waiver of the right. The single or partial exercise of any right under this Agreement or provided by Law shall not preclude any further exercise of it.
18.3Without prejudice to any other rights or remedies that the other party may have, each party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of this Agreement and that accordingly the other party may be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement by any party and no proof of special damages shall be necessary for the enforcement by any party of the rights under this Agreement.
No provision of this Agreement creates a partnership between the parties or makes a party the agent of the other party for any purpose. A party has no authority or power to bind, to contract in the name of, or to create a liability for the other party in any way or for any purpose.
At the cost of the requesting party, each party shall (and shall procure that members of its respective group shall and shall use reasonable endeavours to procure that any necessary third party shall) execute such documents and do such acts and things as the requesting party may reasonably require for the purpose of giving the full benefit of this Agreement to the requesting party.
This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.
22.1No variation of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of all of the parties to it.
22.2If this Agreement is varied:
(a)the variation shall not constitute a general waiver of any provisions of this Agreement;
(b)the variation shall not affect any rights, obligations or liabilities under this Agreement that have already accrued up to the date of variation; and
(c)the rights and obligations of the parties under this Agreement shall remain in force, except as, and only to the extent that, they are varied.
23.1Each of the provisions of this Agreement is severable.
23.2If and to the extent that any provision of this Agreement:
(a)is held to be, or becomes, invalid or unenforceable under the Law of any jurisdiction; but
(b)would be valid, binding and enforceable if some part of the provision were deleted or amended,
then the provision shall apply with the minimum modifications necessary to make it valid, binding and enforceable and neither the validity or enforceability of the remaining provisions of this Agreement, nor the validity or enforceability of that provision under the Law of any other jurisdiction, shall in any way be affected or impaired as a result of this clause 23.2.
24.Third party enforcement rights
24.1Each of the persons to whom clauses 9.1 and/or 9.2 and/or 12.3 applies may under the Contracts (Rights of Third Parties) Act 1999 enforce the terms of clauses 9.1 and/or 9.2 and/or 12.3 (as applicable). This right is subject to: (i) the rights of the parties to rescind or vary this Agreement without the consent of any other person and; (ii) the other terms and conditions of this Agreement.
24.2Except as set out in clause 24.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
25.Appointment of process agent
25.1EA irrevocably appoints Bidco as its agent to accept service of process in England in any legal action or proceedings arising out of this Agreement, service upon whom shall be deemed completed whether or not forwarded to or received by EA.
25.2EA and Bidco agree to inform Codemasters in writing of any change of address of such process agent within 7 days of such change.
25.3If such process agent ceases to be able to act as such or to have an address in England, EA irrevocably agrees to appoint a new process agent in England reasonably acceptable to Codemasters and to deliver to Codemasters within 14 days a copy of a written acceptance of appointment by the process agent.
25.4Nothing in this Agreement shall affect the right to serve process in any other manner permitted by law or the right to bring proceedings in any other jurisdiction for the purposes of the enforcement or execution of any judgment or other settlement in any other courts.
26.Governing law and jurisdiction
26.1This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and interpreted in accordance with, English law.
26.2The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this Agreement, including disputes arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Agreement; and (ii) any non-contractual obligations arising out of or in connection with this Agreement. For these purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.
IN WITNESS WHEREOF the parties have executed this Agreement on the date first set out above.
Senior Vice President
Business Affairs and Development
acting for and on behalf of
ELECTRONIC ARTS INC.
|/s/ Paul Cairns|
Jacob J. Schatz
acting for and on behalf of
CODEX GAMES LIMITED
|/s/ Jacob J. Schatz|
acting for and on behalf of
CODEMASTERS GROUP HOLDINGS PLC
|/s/ Rashid Varachia|
Form of Announcement
Codemasters Share Schemes
Codemasters Share Schemes
Codemasters and EA agree that the following arrangements will, where appropriate and subject to the Acquisition becoming effective in all respects, be implemented with respect to the Codemasters Share Schemes and the EA 2019 Equity Incentive Plan (the “EA Plan”).
In this Schedule 2, references to an “award” include a conditional right or an option to acquire Codemasters Shares pursuant to the Codemasters Share Schemes or a right under the EA Plan (and for the avoidance of doubt including any restricted stock unit granted under the EA Plan (“EA RSU”)).
In the event that the Acquisition is effected by way of an Offer, references to “Court Sanction” in this Schedule 2 shall be read as if they refer to the date on which the Offer becomes or is declared unconditional in all respects.
1.OPERATION OF THE CODEMASTERS SHARE SCHEMES PRIOR TO THE EFFECTIVE DATE
1.1EA acknowledges and agrees that subject always to Rule 21.1 of the Code, prior to the Effective Date, the Codemasters Board (and, where appropriate, the Codemasters Remuneration Committee) may operate the Codemasters Share Schemes as they consider appropriate in accordance with the existing rules of the applicable plan and Codemasters’ normal practice and, where relevant, Codemasters’ directors’ remuneration policy. For the avoidance of doubt, operate includes (without limitation):
(a)determining the terms of and granting new awards under the Codemasters Share Schemes;
(b)satisfying the vesting, exercise and release of awards by issuing new Codemasters Shares; and
(c)determining the treatment of awards for participants in the Codemasters Share Schemes who cease employment prior to the Effective Date.
2.TREATMENT OF CODEMASTERS SHARE SCHEMES AWARDS IN CONNECTION WITH THE ACQUISITION
2.1EA acknowledges and agrees that the Codemasters Remuneration Committee may determine the treatment of outstanding awards under the Codemasters Share Schemes in connection with the Acquisition in accordance with the rules of the applicable plan and, where relevant, Codemasters’ directors’ remuneration policy, subject to the terms of this Agreement.
2.2The parties agree that the Scheme Record Time (as specified in the Scheme Document) shall take place after the day of the Court Hearing to allow sufficient time for those participants in Codemasters Share Schemes who acquire Codemasters Shares on or before the day of the Court Hearing to have those Codemasters Shares acquired by Bidco through the Scheme.
2.3The parties agree that vesting, exercise and settlement under the Codemasters Share Schemes as described in this Schedule will be subject to the deductions for applicable taxes and National
Insurance and any similar social security deductions or contributions (and their equivalent in any jurisdiction in which the Codemasters Share Schemes are operated).
2.4EA and Bidco agree to make an appropriate offer or proposal to the holders of the interests under the Codemasters Share Schemes in accordance with Rule 15 of the Code, as set out in this Schedule 2.
2.5The parties to this Agreement acknowledge and agree that, in accordance with the rules of the Codemasters Share Schemes and, where relevant, Codemasters’ directors’ remuneration policy, outstanding awards which are unvested or not exercisable immediately before the Court Sanction will vest and become exercisable in accordance with the applicable plan rules on Court Sanction, subject to the following agreed principles:
(a)Codemasters agrees that the Codemasters Remuneration Committee has determined that the applicable performance conditions that apply to the awards granted under the Codemasters LTIP have been satisfied in full or would be likely to be satisfied in full at the end of the relevant performance periods, that no time-rating will apply and as such that the awards will vest and become exercisable in full at the time of the Court Hearing; and
(b)the parties agree that all outstanding awards (whether currently vested or unvested) under the Codemasters Share Schemes shall lapse at the expiry of a period of six months from the date of the Court Sanction.
3.EMPLOYEE COMMUNICATIONS AND PARTICIPATION IN THE ACQUISITION
3.1Codemasters agrees it shall arrange the delivery of letters (which may be in electronic form) to be sent jointly from Codemasters and EA and Bidco to participants in the Codemasters Share Schemes at the same time as, or as soon as reasonably practicable after, the posting of the Scheme Document (or such later time as the parties and the Panel may agree).
3.2The letters will explain to participants the impact of the Acquisition on rights held under the relevant Codemasters Share Schemes and any Codemasters Shares they may receive in respect of such rights, explain EA’s/Bidco’s “Rule 15 proposals” and highlight any action participants may wish to take in anticipation of or in connection with the Acquisition and/or EA’s/Bidco’s “Rule 15 proposals”. The letters will be drafted in accordance with the terms agreed in this Schedule 2.
4.OPERATION OF THE EA PLAN AFTER THE EFFECTIVE DATE
EA agrees that after the Effective Date it shall grant EA RSUs under the EA Plan to certain members of management and employees of Codemasters as follows:
•Frank Sagnier will be awarded such number of EA RSUs as have a value equivalent to £908,334 on the date of grant;
•Rashid Varachia will be awarded such number of EA RSUs as have a value equivalent to £681,250 on the date of grant;
•Jonathan Bunney will be awarded such number of EA RSUs as have a value equivalent to £1,135,417 on the date of grant;
•Clive Moody will be awarded such number of EA RSUs as have a value equivalent to £1,135,417 on the date of grant; and
•other specified employees of Codemasters will, in aggregate, be awarded such number of EA RSUs as have a value equivalent to a total of £3,027,780 on the date of grant.
The EA RSUs to be awarded to Frank Sagnier and Rashid Varachia would vest over one year subject to continued employment. The EA RSUs to be awarded to Jonathan Bunney and Clive Moody would vest over four years subject to continued employment. The EA RSUs to be awarded to other specified employees of Codemasters would vest over three years subject to continued employment.
In addition to the above, EA intends to incentivise Codemasters employees (other than senior management) with EA RSUs that have a value equivalent to a total of £3,027,780 on the date of grant. These EA RSUs will vest over three years subject to continued employment. The Codemasters employees who receive these awards have not been determined and EA does not intend to make all of these awards within 12 months of the Effective Date.
Codemasters and EA agree that the Codemasters Resolutions shall include a resolution proposing an amendment to Codemasters’ articles of association by the adoption and inclusion of a new article under which any Codemasters Shares issued after the record date in respect of the Scheme shall be immediately transferred to Bidco (or as it may direct) in exchange for the same consideration to be paid by Bidco as is due under the Scheme.