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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 Bell; (v) Ian Gomes and (vi) Lisa Thomas.

Gerhard Florin
Non-Executive Chairman
Frank Sagnier
Chief Executive Officer
Rashid Varachia
Chief Financial Officer
Ian Bell
Executive Director / CEO SMS
Ian Pierre Gomes
Non-Executive Director
Lisa Thomas
Non-Executive Director

Senior Management

Jonathan Bunney
SVP Publishing
Clive Moody
SVP Product Development

Corporate Governance

Background

The Quoted Companies Alliance Corporate Governance Code (‘QCA Code’) takes key elements of good governance and applies them in a manner which is applicable to the different requirements of growing companies. The QCA Code is constructed around ten broad principles and a set of disclosures.

On 8 March 2018, the London Stock Exchange issued revised rules for AIM–listed companies, within which was a requirement for AIM companies to apply a recognised corporate governance code from 28 September 2018 (AIM Rule 26).

Codemasters Group Holdings plc (the ‘Company’ or ‘Codemasters‘) has adopted the QCA Code and has applied the ten principles of the QCA Code, except as specifically noted below. The Company’s compliance with the QCA Code is as described below which sets out the manner of compliance with the QCA Code or states that the manner of compliance is described in the information provided on the Company’s website at www.codemasters.com

Corporate Governance Statement

It is the responsibility of the independent non-executive directors to ensure that the Company correctly implements and applies the ten principles of the QCA Code to support the Company in achieving its goals of being the world leading independent racing game distributor and publisher.

The key governance related matter to have occurred during 2018, is the formal adoption of the QCA Code in compliance with the March 2018 announcement by the London Stock Exchange plc that from 28 September 2018, all AIM companies will be required to apply a recognised corporate governance code and explain how they do so. This statement sets out the Company’s compliance with this requirement. This information will be reviewed annually and the Company’s website will include the date on which the information was last reviewed. This information was last reviewed on 11 March 2020.

The Principles of the QCA Code

Principle 1: Establish a strategy and business plan which promote long-term value for shareholders

Codemasters has established a strategy and business model which promote long-term value for shareholders. The strategy and business model provides as follows:

  • the principal activity of the Company and its subsidiaries (together the ‘Group’) is developing and publishing racing video games; and
  • the strategy of the Company is to:
  • Strengthen Codemasters’ overall leadership position in racing games;
  • Grow its Audience;
  • Increase Average Revenue per User;
  • Raise Competitive Barriers to Entry; and
  • Consider Future Acquisition Opportunities.

Codemasters’ business plan and strategy demonstrates how the Company’s highly experienced and successful management team, which has a proven track record in game development and finance intends to deliver shareholder value in the medium to long-term.

The business and operations of the Group are subject to a number of risk factors:

Risks relating to the Group and its business, including but not limited to:

  • Competition – The Group operates in a competitive market, where its competitors include large, technically competent and well capitalised companies.
  • Intellectual Property Rights – The Group relies on a combination of trade secret, copyright, non-disclosure laws and other contractual agreements and technical measures to protect its own and its customers’ intellectual property.
  • Reliance on strategic relationships – In conducting its business, the Group will rely on continuing existing strategic relationships and forming new ones with other entities in the gaming industry.
  • F1 Relationship – The Group’s ongoing relationship with F1 is important to Codemasters’ business and the licence agreement with Formula One World Championship Limited is a key asset of the Group. There is a risk that if the Group was to fail to release a game pursuant to the terms of the F1 licence, or if the owners of F1, Liberty Media, were to decide not to renew the license for the 2026 Formula One World Championship onwards, it would be detrimental to the Group’s business and could delay the implementation of its strategy
  • Dependence on key personnel – The Group relies on a small management team and the loss of a key individual could result in a delay in the Group implementing its strategy, which in turn could have an adverse effect on the Group’s business and its trading performance.
  • The Group relies on the ongoing stability of its IT systems – The Group is highly dependent on the effective operation of its IT systems and infrastructure due to the nature of the Group’s operations
  • Open source software – Each franchise produced by the Group comprises a significant amount of open source software or modules.

The Group’s comments and mitigating actions against the above risks are as follows:

Intellectual Property Rights

The Group has taken appropriate steps with employees and third parties to ensure that intellectual property rights it uses in its products are owned by the Group. The Group’s trademarks are monitored by its trademark attorney and its consultants are bound by confidentiality provisions around their use of the Group’s intellectual property.

Reliance on strategic relationships

Approximately 95 per cent. of the Group’s packaged goods revenues derive from a distribution agreement with Koch Media. The reliance on a single distributor is a risk should the relationship terminate and the Group be unable to replace it with another distributor in a timely manner. The Directors believe that the relationship with Koch Media is a strong one, however, in the event the relationship was to cease, there are other distributors that the Group could engage with, some of which they have worked with in the past.

F1 Relationship

As a result of the early negotiation of the F1 licence with Liberty Media, Codemasters may be able to mitigate some of the above risks as it ought to be aware of such non-renewal up to two years prior to the expiry of the current licence. The Group could therefore focus its attention on assembling a team to make a different franchise or title during this period.

Dependence on key personnel

The Directors believe that the Group has the appropriate remuneration and other incentivisation structures and processes in place to attract and retain the calibre of employees necessary to ensure the continued development of the Group and its future success.

The Group relies on the ongoing stability of its IT systems

The Group has put in place business continuity and disaster recovery procedures in the event of failure of, or disruption or damage to, the Group’s network or IT systems.

Open source software

The Directors believe the Group has an effective process in place for checking all open source licenses that are used in its games so the Group can identify any legal terms of credits that are required to be incorporated in the game.

 

Principle 2: Seek to understand and meet shareholder needs and expectations

The Board seeks to understand and meet shareholder needs and expectations by discussing the overall development of the Company’s strategy regularly at meetings of the Board. This issue will be a standing point of business at each Board meeting.

The Board will work alongside its Nominated Adviser and other advisers to manage shareholders’ expectations in order to seek to understand the motivations behind shareholder voting decisions. The Board will take into account shareholder voting at any general meeting and any correspondence received by the Company from shareholders with respect to any matter relating to its business to further its understanding. Shareholders are encouraged to contact the Company – this can readily be done by e-mail submission to investor.relations@codemasters.com.

Rashid Varachia, Chief Financial Officer is responsible for relations with investors and is supported by Adam Reece, Financial Reporting Manager.

Information on the Company is available to shareholders, investors and the public on its website. The Company is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood. The Company also communicates with shareholders through its Annual Report and Accounts, full-year and half-year announcements, trading updates and the annual general meeting and encourages shareholders’ participation in face-to-face meetings.

Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

The Board understands that the Company’s long-term success relies upon good relations with a range of different stakeholder groups, both its internal workforce and its external suppliers, customers, regulators and others.

Codemasters has identified the following internal stakeholders:

  • the directors of the Company;
  • all members of the Company’s management team (in compliance and administrative roles);and
  • employees.

Codemasters has identified the following external stakeholders:

  • the gaming and the wider motorsport communities
  • suppliers of goods and equipment;
  • clients and other partners; and
  • investors.

The Company will take into account wider stakeholder and social responsibilities and their implications for long-term success

Communications with internal stakeholders is done via a variety of methods, including formal presentations and written updates, regular posts on internal social media platforms and through departmental/individual communications as appropriate.

Codemasters engages with other external stakeholders through the normal commercial communication channels with the applicable party.

Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

As described above, the Company’s business and operations are subject to certain risks. The Board receives monthly updates from management on operational, investor and public relations, finance and administrative matters. In addition the Company’s directors are encouraged to liaise and meet with management on a regular basis to discuss matters of particular interest to each director. The Company’s management has implemented effective risk management, considering both opportunities and threats, throughout the organisation.

The Board shall ensure that the Company’s risk management framework identifies and addresses all relevant risks in order to execute and deliver its strategy. The Company has considered its extended business, from key suppliers to end-customers in identifying and addressing risk.

The Board has developed a strategy to determine the extent of exposure to the identified risks that the Company is able to bear and willing to take.

Principle 5: Maintain the Board as a well-functioning, balanced team led by the chair

The Board has collective responsibility and legal obligation to promote the interests of the Company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the Board. The Group holds Board meetings at least four times each complete financial year and at other times as and when required.

The Board consists of the following members:

Gerhard Florin, Independent Non-Executive Director and Chairman

Gerhard has over 20 years’ experience in the entertainment and gaming industry. He currently serves on the board of InnoGames GmbH. Gerhard has previously served on the boards of Funcom NV and King Digital Entertainment plc, and was Chairman of the latter between 2014 and 2016. Between 2006 and 2010, Gerhard served as an Executive Vice President and General Manager of Publishing at Electronic Arts Limited, being responsible for the company’s worldwide publishing business, prior to which he held various positions in Electronic Arts’ German and British operations.

Gerhard holds a Master’s and PhD degree in Economics from the University of Augsburg, Germany.

Frank Sagnier, Chief Executive Officer

Frank has been in the games industry for over 20 years. He started at Acclaim Entertainment as Head of European Marketing. He then moved to Electronic Arts Limited where he successfully managed the European marketing and Third-Party Publishing teams. Frank was also part of the global leadership team that drove the company into the online and mobile era. After many years in the corporate world Frank spent several years running a number of game development studios backed by venture capital firms and focused solely on digital free-to-play business models.

Frank joined Codemasters in 2014, when he was recruited as Chief Executive Officer to implement the Group’s strategy. Frank is also an Ambassador for BAFTA Games and a Vice President of ‘SpecialEffect’, a UK based charity which uses video games and technology to enhance the quality of life of people with disabilities.

Rashid Varachia, Chief Financial Officer

Rashid is a Chartered Certified Accountant, who trained with KPMG UK and since qualifying has held a number of senior finance roles. He joined Codemasters in 2012 as Vice President of Finance, responsible for all finance, HR, IT and company secretarial matters. He was then promoted to his current position, Chief Financial Officer, in 2015. Prior to joining Codemasters, Rashid was the Divisional Finance Director at Technicolor Home Entertainment services, part of Technicolor SA which is listed on Euronext Paris.

Ian Gomes, Independent Non-Executive Director

Ian Gomes spent his professional career of over 30 years with KPMG UK, 23 years of which as a Partner. He has worked in multiple environments with extensive client facing and executive leadership roles in the UK, Middle East and Asia. He has substantial global experience as lead auditor and adviser to major companies. His wide cross sector experience also spans strategy, risk mitigation and control, transformation, fund raisings, forensic investigations, acquisition due diligence and post-acquisition integration. Ian is currently an independent director and chair of the audit committee at Wyelands Bank plc, a UK bank.

Ian holds a Master’s degree in Business Administration and is a Fellow of the Institute of Chartered Accountants in England & Wales.

Ian Bell, Chief Executive Officer of Slightly Mad Studios

Ian Bell is the Chief Executive officer of Slightly Mad Studios and has joined the Board following the acquisition of SMS by Codemasters on 28 November 2019. Ian Bell founded the company almost two decades ago and continues to play an active and critical role in its strategic decision-making; from expanding markets to future game scenarios, from budget allocation to capital acquisition, Ian remains the heartbeat of Slightly Mad Studios.

Lisa Thomas, Independent Non-Executive Director.

Lisa Thomas is a highly experienced consumer marketer with over 32 years of experience. She is currently Global Chief Brand Officer of Virgin and Managing Director of Virgin Enterprises Limited (VEL), a post that she has held since 2016. Featured in Campaign’s Power 100 for 2019, Lisa leads the Virgin brand globally across their five core sectors and is responsible for their brand licensing business VEL. Previously, Lisa was UK Group CEO of M&C Saatchi, one of the world’s most recognised advertising agencies, from 2010 until 2019, and was concurrently Chairman of LIDA, the creative agency that she founded and which specialised in customer communications as part of the M&C Saatchi Group. She is currently President of WACL (Women in Advertising and Communications London).

The Group has established properly constituted audit and remuneration committees of the Board with formally delegated duties and responsibilities, summaries of which are set out below:

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.

Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

The directors’ biographies are set out above. The biographies demonstrate that the Board has an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The directors understand the need for diversity, including gender balance, as part of its composition and will keep this under review. Currently the Company’s Board of directors, comprising five persons, has two independent non-executive directors and one non-executive director who is deemed not to be independent.

The Board is not dominated by one person or a group of people.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board has adopted a policy to evaluate Board’s performance based on clear and relevant objectives, seeking continuous improvement. The clear and relevant objectives that the Board has identified are as follows:

  • suitability of experience and input to the Board;
  • attendance at Board and committee meetings; and
  • interaction with management in relevant areas of expertise to ensure insightful input into the Company’s business.

The Board will review on a regular basis the effectiveness of its performances as a unit, as well as that of its committees and the individual directors, based against the criteria set out above.

The Board performance review will be carried out internally from time to time, and at least annually. The review should identify development or mentoring needs of individual directors or the wider senior management team.

As part of the performance review, the Board will consider whether the membership of the Board should be refreshed. The review will also identify any succession planning issues and put in place processes to provide for succession planning.

Principle 8: Promote a corporate culture that is based on ethical values and behaviours

The Board promotes a corporate culture that is based on ethical values and behaviours. The Board considers it an asset and source of competitive advantage to undertake its business and operations in an ethical manner. As such the Company has adopted a number of policies:

  • Code of Conduct: This includes matters such as: compliance with law; disclosure of information; accounting records and practices; fair dealing; conflicts of interest; corporate opportunities; use of company property; safety and environmental protection; fundamental rights; responsibility; where to seek clarification; and reporting breaches;
  • Anti-Bribery and Corruption Policy: The UK government has issued guidelines setting out appropriate procedures for companies to follow to ensure that they are compliant with the Bribery Act 2010. The Company has adopted an anti-bribery and corruption policy and has and also implemented appropriate procedures to ensure that, inter alia, the Board, employees, agency staff and consultants comply with the Bribery Act 2010;
  • Share Dealing Code: The Directors understand the importance of complying with the AIM Rules for Companies and the Market Abuse Regulation (“MAR“) relating to dealings by Directors and certain other employees of the Group. The Company has adopted a share dealing code for dealings in securities of the Company by directors and certain other employees which is appropriate for a company whose shares are traded on AIM. The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with that code. This constitutes the Company’s share dealing policy for the purpose of compliance with UK legislation including article 19 of MAR and Rule 21 of AIM Rules for Companies. The insider dealing legislation set out in the Criminal Justice Act 1993, as well as the provisions relating to market abuse, apply to the Company and dealings in its ordinary shares; and
  • Communications Policy: The Board has adopted a communications policy which includes a social media policy designed to minimise the risks to the Company’s business arising from, and to assist directors and employees in making appropriate decisions about, the disclosure of price sensitive information and the use of social media. In particular, the policy provides guidance that the disclosure on social media of commercially sensitive, price sensitive, private or confidential information relating to the Company is prohibited.

The Company’s corporate values guide its objectives and strategy and drive the strategy and business plan adopted by the Board.

Principle 9: Maintain governance structures and processes that are fit for purpose and promote good decision-making by the Board

The Company has adopted, and will maintain, governance structures and processes that are fit for purpose and support good decision-making by the Board. As noted above, the Company has an audit committee and a remuneration committee The Board believes these committees provide for a governance structures and processes in line with its corporate culture and appropriate to its size and complexity; and capacity, appetite and tolerance for risk.

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 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.

The matters reserved for the Board include but are not limited to:

  • Approving changes to the board and management structure.
  • Approving the annual and interim reports and accounts (both statutory accounts and management accounts) and accounting policies (and any changes to such accounting policies).
  • Annual assessment of significant risks and effectiveness of internal controls.
  • Approving the business strategy and/or policy of the Group and any changes or amendments to such plans/policies.
  • The calling of shareholders’ meetings by the Company and the resolutions to be put forward at general meetings.
  • Acquisitions and disposals of subsidiaries or operations of the Group.
  • Approval of yearly proposals regarding the funding of the Group (and any material amendments to such proposals).
  • The granting of security over any Group asset, the entering into of loan facilities, debt factoring, sale and leaseback arrangements and contracts for derivatives, in each case with third parties, delegating authority, as appropriate, to finalise details.
  • Raising new capital and confirmation of major financing facilities.
  • Approval and recommendation of dividends.
  • Approving Operating and capital expenditure budgets.
  • Approving the appointment of professional advisers in addition to the Company’s external auditors.
  • The application of the Company’s share option schemes as recommended by the Remuneration Committee.
  • To undertake a formal and rigorous review annually of its own performance, that of its committees and individual directors, and the division of responsibilities.
  • To determine the independence of the non-executive directors in light of their character, judgement and relationships.
  • To receive reports on the views of the Company’s shareholders to ensure they are communicated to the Board as a whole.
  • Authorising conflicts of interest where permitted by the Company’s articles of association.
  • To consider the balance of interests between shareholders, employees, customers and the community.
  • To approve any decision likely to have a material impact on the Company or Group from any perspective, including, but not limited to, financial, operational, strategic or reputational.
  • To review the Group’s overall corporate governance arrangements.

These governance structures may evolve over time in parallel with the Company’s objectives, strategy and business plan to reflect the development of the Company.

Principle 10: Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

The Company maintains a website at www.codemasters.com which provides information about the Company’s activities and provides updates on its operations and governance. In addition, the Company will maintain a dialogue with shareholders and other relevant stakeholders by the issue of press releases as required by AIM. As the Company was only admitted to trading on AIM in May 2018 many of the website disclosures required by the QCA Code are not currently applicable to the Company.

The Company has adopted a communication and reporting structure which sets out the manner of open communication between the Board and all constituent parts of its shareholder base. From time-to-time the Company will participate in investor focused conferences and forums, and the Company will endeavour to make prior announcement of such engagements such that shareholders of the Company may wish to attend themselves and meet with those members of the Board and / or senior management who may be present.

All members of the Board and senior management are encouraged to attend the Company’s Annual General Meeting when shareholders in attendance will be encouraged to ask questions of the Board and the Company’s management.

This structure will assist:

  • the communication of shareholders’ views to the Board; and
  • the shareholders’ understanding of the unique circumstances and constraints faced by the Company.

27 September 2018

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

152,411,266

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

4.3%

Significant shareholders

Shareholder % Ordinary Shares
Slater Investments Limited 9.5%
Swedbank Robur 9.5%
Artisan Partners 5.8%
BlackRock 4.0%
T Rowe Price Global Investments 4.0%
Tellworth Investments 3.0%
Franklin Templeton Fund Management 3.4%
AXA Framlington Investment Managers 3.0%
Janus Henderson Investors 2.9%
River and Mercantile Asset Management 2.5%

The above shareholdings are as per a detailed analysis of the Company’s shareholder register as at 02 October 2020.

Share Price Chart

Regulatory News

Results, Reports & Presentations

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 its headquarters in Southam, Warwickshire, where it remains today.

In November 2019, the Group acquired Slightly Mad Studios (“SMS”), the proud developer of the Project CARS franchise. SMS also secured the rights for Fast & Furious Crossroads which released in August 2020.

The Group currently has c.750 full-time employees and operates in four UK locations – Southam, Birmingham, London and Runcorn (Cheshire). It also has 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. In the past, the Group has exploited its technology to develop innovative video games across a wide variety of different game genres and platforms, establishing relationships with globally renowned partners including Microsoft (Xbox), Sony (PlayStation), Apple, Google (Stadia) and Amazon (Luna). In recent years, Codemasters has focused exclusively on developing and publishing racing games. The Group currently manages four established franchises in the racing games category, being: ‘‘DiRT™’’, ‘‘GRID™’’, Project CARS and ‘‘F1®’’.

Codemasters owns the IP rights of ‘‘DiRT™’’, ‘‘GRID™’’, and Project CARS franchises, and the Group has secured exclusive rights over the IP for its ‘‘F1®’’ franchise. The Group announced in June 2020 that it had secured exclusive rights to develop and publish the FIA World Rally Championship (“WRC”) videogames and esports tournaments. The first game will be released in 2023.

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

152,411,266

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

4.3%

Significant shareholders

Shareholder % Ordinary Shares
Slater Investments Limited 9.5%
Swedbank Robur 9.5%
Artisan Partners 5.8%
BlackRock 4.0%
T Rowe Price Global Investments 4.0%
Tellworth Investments 3.0%
Franklin Templeton Fund Management 3.4%
AXA Framlington Investment Managers 3.0%
Janus Henderson Investors 2.9%
River and Mercantile Asset Management 2.5%

The above shareholdings are as per a detailed analysis of the Company’s shareholder register as at 02 October 2020.

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.

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
71-73 Carter Lane
London, EC4V 5EQ

Jefferies International Limited (Joint Corporate Broker):

100 Bishopsgate
London
EC2N 4JL

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

Disclaimer

DISCLAIMER – IMPORTANT LEGAL NOTICE 

PROPOSED OFFER (THE “PROPOSED OFFER”) FOR CODEMASTERS GROUP HOLDINGS PLC (“CODEMASTERS“) BY TAKE-TWO INTERACTIVE SOFTWARE, INC. (“TAKE-TWO“) 

Please read this Notice carefully.  It applies to all persons who view this section of the website (the “Microsite”) and, depending on who you are and where you live, it may affect your rights.  Please note that this Notice and the information contained in it may be altered or updated from time to time, and should be read in full each time you visit the Microsite. In addition, the contents of this Microsite may be amended at any time in whole or in part at the sole discretion of Codemasters. 

Access to the materials contained in the Microsite may be restricted under securities laws in certain jurisdictions. This Notice requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may obtain access to the information on the website. If you are unable, or have any doubt whether you are able to provide the necessary confirmation, you should press ‘Decline’ and you will not be able to view information about the Proposed Offer. 

These materials are not directed at or to be accessed by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure if information concerning the acquisition is sent or made available to persons in that jurisdiction (a “Restricted Jurisdiction”) and unless otherwise determined by Codemasters and permitted by applicable law and regulation, it is not intended that these materials be accessible by persons resident or located in any Restricted Jurisdiction.  

Electronic versions of the materials you are seeking to access are being made available on this Microsite by Codemasters in good faith, for information purposes only and subject to the terms and conditions set out below. 

 

Basis of access 

The information contained on this Microsite is in respect of the Proposed Offer. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Proposed Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.  

Responsibility 

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Codemasters nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Codemasters reserves the right to add to, remove or amend any information reproduced on this Microsite at any time. 

In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Codemasters (“Responsible Persons“) is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. 

None of the Responsible Persons, Codemasters or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party. 

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. 

Overseas persons 

Viewing the materials you seek to access may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials.  

Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction. 

If you are not permitted to view materials on this Microsite please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. Neither Codemasters nor its advisers accepts responsibility for any violation by any person of these restrictions. 

Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any Restricted Jurisdiction or to any jurisdiction where it would be unlawful to do so. 

Important information for US investors 

The materials do not constitute an offer to acquire or exchange securities in the United States. The Proposed Offer relates to the shares of an English company and may be made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “Exchange Act“). Accordingly, the Proposed Offer (if made by means of a scheme of arrangement) would be subject to the disclosure requirements and practices applicable in the United Kingdom and under the UK’s City Code on Takeovers and Mergers to schemes of arrangement which differ from the disclosure requirements of US tender offer and proxy solicitation rules.  

If, in the future, Take-Two determines to make a firm offer by way of a takeover offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable US laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Take-Two and no one else. In addition to any such takeover offer, Take-Two, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Codemasters outside such takeover offer before or during the period in which such takeover offer would remain open for acceptance. In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the Exchange Act, if such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom and will be reported to the Regulatory News Service of the London Stock Exchange. 

In addition, any such takeover offer would be subject to UK disclosure requirements, which are different from certain US disclosure requirements. Furthermore, the payment and settlement procedure with respect to any takeover offer will comply with the relevant UK rules, which differ from US payment and settlement procedures, particularly with regard to the date of payment of consideration.  

The financial information included in certain documents contained in this Microsite has been prepared in accordance with non-US accounting standards, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. 

The receipt of consideration pursuant to any offer by a US holder of Codemasters shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Codemasters shareholder is urged to consult his or her independent professional tax adviser immediately regarding the tax consequences of accepting the offer. Furthermore, the payment and settlement procedure with respect to the offer will comply with the relevant UK rules, which differ from the US payment and settlement procedures, particularly with regard to the date of payment of consideration. 

Any offer will be made in the United States by Take-Two and no one else. 

The materials contained in this Microsite do not constitute an offer of securities for sale in the United States.  No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements. 

Neither the US Securities and Exchange Commission (the “SEC“) nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite or disproved or passed judgment upon the fairness of the merits of the Offer. Any representation to the contrary is a criminal offence in the United States. 

Forward-looking statements 

This Microsite may contain certain forward-looking statements with respect to the Proposed Offer and the financial condition, results or operations and business of, CodemastersTake-Two and certain plans and objectives of Take-Two with respect to them. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words anticipatetargetexpectestimateintendplangoal, ‘believehope, aimscontinuewillmayshouldwouldcould and similar expressions, among others, generally identify forward-looking statements.  

These forward-looking statements (including those relating to the consummation of the Proposed Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Proposed Offer will not be satisfied, adverse effects on the market price of Codemasters shares and on Codemasters’ operating results because of a failure to complete the Proposed Offer, negative effects relating to announcement of the Proposed Offer or the completion of the Proposed Offer on the market price of Codemasters shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments. 

These forward-looking statements are based on numerous assumptions and assessments made in light of Codemasters’ or, as the case may be, Take-Two’s experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Codemasters’ or Take-Two’s plans with respect to CodemastersCodemasters’ actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Codemasters expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law. 

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast. 

This notice shall be governed by and interpreted in accordance with English law. 

THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS. 

Confirmation of understanding and acceptance of disclaimer 

By accepting below, you: 

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  • represent and warrant to Codemasters that you intend to access this area of the website for information purposes only, that you have read and understood this Notice and that you understand that it may affect my rights or responsibilities; and 
  • have read and understood the Notice set out above and agree to be bound by the terms of this Notice. 

If you are not able to give these confirmations, you should click on I DISAGREE below.