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Overview

Welcome to the Codemasters Group Holdings plc Investor Relations Centre.

Codemasters is a video game developer and publisher, specialising in high quality racing games. Headquartered in Southam, Warwickshire, the company is one of the most recognised British game developers and publishers, with a 30 year track record of producing successful games.

LATEST PRICE GBp (AIM: CDM)

Board of Directors

The board of the Company comprises: (i) Gerhard Florin; (ii) Frank Sagnier; (iii) Rashid Varachia; (iv) Ian Gomes; and (v) Shibasish Sarkar.

Gerhard Florin
Non-Executive Chairman
Frank Sagnier
Chief Executive Officer
Rashid Varachia
Chief Financial Officer
Ian Pierre Gomes
Non-Executive Director
Shibasish Sarkar
Non-Executive Director (Reliance nominated director)

Senior Management

Jonathan Bunney
VP Publishing
Ian Michael Hocking
VP Product Development

Corporate Governance

From 28 September 2018 the Company is required under the AIM Rules to comply with a recognised corporate governance code chosen by the Board. The Board recognises the importance of sound corporate governance and intends that the Company will comply with the provisions of the QCA Code. The Company shall disclose on its website how it complies with the QCA Code and where it departs from the QCA Code, will explain the reasons for doing so.

The Board comprises two Executive Directors and three Non-Executive Directors (two of whom are deemed to be independent).

The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities and each with written terms of reference.

Audit Committee

The Audit Committee comprises Ian Gomes, who chairs it, and Gerhard Florin. The Audit Committee is expected to meet at least four times a year and otherwise as required. All members of the Audit Committee shall be Non-Executive Directors.

The Audit Committee is responsible for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes: (i) monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements); (ii) undertaking narrative reporting and advising the Board on whether the content of the annual report and accounts provides the necessary information for shareholders to assess the Company’s performance, business model and strategy; (iii) reviewing internal control and risk management systems; (iv) reviewing compliance, whistleblowing and fraud systems; (v) reviewing any changes to accounting policies; (vi) reviewing the internal audit function; (vii) reviewing and monitoring the extent of the non-audit services undertaken by external auditors; and (viii) advising on the appointment of external auditors. The Audit Committee will have unrestricted access to the Company’s external auditors.

The Audit Committee also has responsibility for ensuring that the Company has in place the procedures, resources and controls to enable compliance with inter alia, the AIM Rules and the QCA Code.

Remuneration Committee

The Remuneration Committee comprises Gerhard Florin, who chairs it, and Ian Gomes. It is expected to meet not less than twice a year and at such other times as required. At least two members of the Remuneration Committee shall at all times be non-executive directors, both of whom must be present at the meeting to form a quorum.

The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s Chief Executive, the Chairman, the Executive Directors, the Company Secretary and other senior executives as designated by the Board. The Remuneration Committee also has responsibility for: (i) recommending to the Board a remuneration policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the Chairman, each Executive and the Chief Executive Officer (including bonuses, incentive payments and Share Incentive Awards or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company Secretary and all other Senior Executives (including bonuses, incentive payments and Share Incentive Awards or other share awards); (iv) approving the design of, and determine targets for, any performance related pay schemes operated by the Company; and (v) reviewing the design of all equity-based incentive plans for approval by the Board and shareholders, in each case within the terms of the Company’s remuneration policy and in consultation with the Chairman of the Board and/or the Chief Executive Officer. No Director or member of management may be involved in any discussions as to their own remuneration.

Gender Pay Gap Report

Codemasters Software Co Limited – Gender Pay Gap Report (PDF).

Shareholder Information

Information regarding other exchanges

The Company’s ordinary shares are traded on AIM, a market operated by the London Stock Exchange plc. There are no other exchanges or trading platforms on which the Company has applied or agreed to have any of its securities admitted or traded.

Details of any restrictions on the transfer of AIM securities

There are no restrictions on the transfer of securities.

Number of shares in issue

140,000,000

Percentage of shares not in public hands (as defined in the AIM rules)

33.9%

Major shareholders

Shareholder % Ordinary Shares
Reliance Big Entertainment Singapore Pte. Ltd 28.5%
Marlborough Fund Managers Limited 5.5%
Slater Investments Limited 5.4%
Sand Grove Capital Management LLP 5.0%
Old Mutual Global Investors (UK) Limited 4.2%
Canaccord Genuity Limited1 3.9%
Henderson Global Investors Limited 3.2%

1 Beneficial owner is Swedbank Robur Fonder AB

Share Price Chart

Regulatory News

Results, Reports & Presentations

Date Document PDF
There are currently no reports available.

AIM Rule 26

Description of Business

Codemasters is a UK-based video game developer and publisher, specialising in high quality racing games. Founded by the Darling family in 1986, Codemasters established their headquarters in Southam, Warwickshire, where they remain today. In 2005, Balderton Capital acquired 49% of the Company before taking full ownership in 2010. In the same year, Reliance Big Entertainment acquired a 50% stake, increasing its stake to approximately 99%. progressively between 2013 and 2017.

The Group currently has approximately 500 full time employees and operates in three UK locations – Southam, Birmingham and Runcorn (Cheshire). They also have an art production facility in Kuala Lumpur.

Codemasters has a proven track record of video games technology, development and innovation spanning three decades of rapid technological change. The Group has exploited its technology to develop innovative video games across a wide variety of different game genres and platforms, and has established relationships with globally renowned partners, including Apple, Microsoft and Sony. In recent years, Codemasters has focused exclusively on developing and publishing racing games. The Group currently manages three established franchises in the racing games category, being:

‘‘DiRT™’’, ‘‘GRID™’’ and ‘‘F1™’’. The IP rights of the ‘‘DiRT™’’ and ‘‘GRID™’’ franchises are owned by Codemasters, and the Group has secured exclusive rights over the IP for its ‘‘F1™’’ franchise. Codemasters intends to launch ‘‘ONRUSH™’’, its fourth franchise, in June 2018 with a view to extending its penetration of the racing games category.

Board of Directors

You can find the Company’s directors and a biographical description on the Board of Directors page.

See Board of Directors

Country of Incorporation

Company name: Codemasters Group Holdings plc

Country of incorporation and operation: England and Wales

Company registration number: 06123106

Registered office and principal place of business:

Codemasters Campus,
Stoneythorpe,
Southam,
Warwickshire,
CV47 2DL

Information regarding other exchanges

The Company’s ordinary shares are traded on AIM, a market operated by the London Stock Exchange plc. There are no other exchanges or trading platforms on which the Company has applied or agreed to have any of its securities admitted or traded.

Details of any restrictions on the transfer of AIM securities

There are no restrictions on the transfer of securities.

Number of shares in issue

140,000,000

Percentage of shares not in public hands (as defined in the AIM rules)

33.9%

Major Shareholders

Shareholder % Ordinary Shares
Reliance Big Entertainment Singapore Pte. Ltd 28.5%
Marlborough Fund Managers Limited 5.5%
Slater Investments Limited 5.4%
Sand Grove Capital Management LLP 5.0%
Old Mutual Global Investors (UK) Limited 4.2%
Canaccord Genuity Limited1 3.9%
Henderson Global Investors Limited 3.2%

1 Beneficial owner is Swedbank Robur Fonder AB

Key Advisers

The Company’s Nominated Adviser and other key advisers can be found on the Contacts & Advisers page.

See Contacts & Advisors.

Shareholder Documents

You can find the most recent published accounts since admission on the Financial Reports page.

See Admission Document.

Regulatory News Service

You can find the most recent published news since admission on the Investor News page.

See Regulatory News.

Corporate Governance

The Company complies with the QCA code and details of the Company’s corporate governance can be found on the Corporate Governance page.

See Corporate Governance.

Subject to takeovers and mergers

Codemasters Group Holdings plc is subject to the UK City Code on Takeovers and Mergers.

This information is disclosed pursuant to Rule 26 of the AIM Rules for Companies and was last updated on 1 June 2018.

Contacts & Advisors

Nominated Adviser and Broker:

Liberum Capital Limited
Ropemaker Place
25 Ropemaker Street
London
EC2Y 9LY

Legal Advisers to the Company As To UK Law:

Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU

Auditor:

Grant Thornton UK LLP
30 Finsbury Square
London
EC2P 2YU

Company Secretary:

Elysium Fund Management
PO Box 650
1st Floor, Royal Chambers
St Julian’s Avenue
St Peter Port
Guernsey
GY1 3JX

Registrars:

Link Market Services Limited
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Financial PR:

Alma PR
We Work
Aldwych House
71-91 Aldwych
London
WC2B 4HN

Codemasters Group Holdings plc is incorporated in England & Wales (Registration No. 06123106) which is also its main country of operation. Registered office:

Codemasters Campus,
Stoneythorpe,
Southam,
Warwickshire,
CV47 2DL