Common use of Documents on display Clause in Contracts

Documents on display. In accordance with Rule 26.2 of the Code, copies of the following documents will, to the extent not already published there, by no later than 12 noon on the Business Day following the date of this Announcement, be published on Take-Two’s website at xxxxx://xxx.xxxx0xxxxx.xxx/codemasters-group and xxxxx://xxx.xxxxxxxxxxx.xxx/investors/#take-two-interactive during the Offer Period:  the irrevocable undertakings referred to in paragraph 6 above;  the written consents of Jefferies, Liberum and Xxxxxxx Sachs International;  the Co-operation Agreement referred to in paragraph 12 above;  the Confidentiality Agreement referred to in paragraph 12 above; and  a copy of this Announcement. Enquiries: Take-Two Investor Relations +0 000 000 0000 Xxxxx X. Diamond (Xxxxx.Xxxxxxx@xxxx0xxxxx.xxx) Corporate Press +0 000 000 0000 Xxxx Xxxxx (Xxxx.Xxxxx@xxxx0xxxxx.xxx) Xxxxxxx Sachs International (financial adviser to Take-Two) Khamran Ali Xxxxx Xxxxxx +0 000 000 0000 Xxxxxx Xxxxxxx Brunswick LLP (PR adviser to Take-Two) Tel: +00 00 0000 0000 Xxxxxxxx Xxxxx Xxxxx Xxxx Codemasters Group Holdings plc Via Xxxx PR Xxxxxxx Xxxxxx (Chairman) Xxxxx Sagnier (Chief Executive Officer) Xxxxxx Xxxxxxxx (Chief Financial Officer) Jefferies (Rule 3 financial adviser to Codemasters) Tel: +00 00 0000 0000 Xx Xxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx Liberum (Nominated adviser and broker to Codemasters) Tel: +00 00 0000 0000 Xxxx Xxxxx Xxxxxxx Xxxxxx Xx Xxxxxxxx Xxxxxxx Xxxx Xxxx PR (PR adviser to Codemasters) Tel: +00 00 0000 0000 Xxxx Xxxxxxx Xxxxxxx Xxxxxxx-Xxxxxx Xxxxxx Xxxxx Xxx Xxxxxx Xxxxxxx Xxxxx International is acting as financial adviser to Take-Two and Xxxxxxx Xxxx & Xxxxxxxxx LLP and Xxxxxxxxx & Xxxxx LLP are acting as the legal advisers to Take-Two. Xxxxx, Xxxxxxx & Xxxxxxxxx LLP and Van Bael & Xxxxxx are acting as antitrust legal advisers to Take-Two. Jefferies is acting as financial adviser and joint-broker, and Liberum is acting as nominated adviser and broker, to Codemasters in respect of the Acquisition. Gowling WLG (UK) LLP (as to English law) and Xxxx Xxxxx (as to US law) are acting as legal advisers to Codemasters. IMPORTANT NOTES Xxxxxxx Xxxxx International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Take-Two and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Take-Two for providing the protections afforded to clients of Xxxxxxx Sachs International, or for providing advice in connection with the matters referred to in this Announcement. Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Codemasters as financial adviser and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Codemasters for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Jefferies, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise. Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Codemasters as nominated adviser and broker and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Codemasters for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Liberum, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this Announcement, any statement contained herein or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any approval, decision or other response to the Acquisition and/or the Scheme should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the offer document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and the Scheme once it has been dispatched. The Scheme Document (including notices of the Court Meeting and Codemasters General Meeting), together with the relevant Forms of Proxy, will be posted to Codemasters Shareholders as soon as practicable and in any event within 28 days of the date of this Announcement (unless agreed otherwise with the Panel). This Announcement does not constitute a prospectus or prospectus exempted document. This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, AIM and the Financial Conduct Authority. Overseas jurisdictions The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. In particular, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilities.

Documents on display. In accordance with Rule 26.2 Copies of the Code, copies of this Announcement and the following documents will, to the extent not already published there, by no later than 12 noon on the Business Day following the date of this Announcement, be published made available on Take-TwoPerkinElmer’s website at xxxxx://xxx.xxxx0xxxxx.xxx/codemasters-group xxxxx://xxx.xxxxxxxxxxx.xxx/corporate/investors/important-disclaimer/index.html and xxxxx://xxx.xxxxxxxxxxx.xxx/investors/#take-two-interactive during on Horizon’s website at xxx.xxxxxxxxxxxxxxxxxxx.xxx until the Offer Periodend of the Acquisition:  • the irrevocable undertakings referred to in paragraph 6 above7 (Irrevocable undertakings) and described in Appendix III to this Announcement;  the written consents of Jefferies, Liberum and Xxxxxxx Sachs International;  the Co-operation Agreement referred to in paragraph 12 above;  • the Confidentiality Agreement referred to in paragraph 12 above14 (Offer-related arrangements); • the Co-Operation Agreement referred to in paragraph 14 (Offer-related arrangements); • the consent letter of Xxxxxxx Xxxxxxxx Partners; • the consent letter of Evercore; and  a copy • the consent letter of this AnnouncementNumis. Enquiries: TakePerkinElmer/PerkinElmer UK Xxxxx Xxxx Tel: +0-Two Investor Relations 000-000-0000 Xxxx Xxxxxxxx Tel: +0-000-000-0000 Xxxxxxx Xxxxxxxx Partners (Financial Adviser to PerkinElmer UK and PerkinElmer) Xxxxx X’Xxxxxx Tel: +0 000 000 0000 Xxxxxxx Xxxxx X. Diamond (Xxxxx.Xxxxxxx@xxxx0xxxxx.xxx) Corporate Press +0 000 000 0000 Xxxx Xxxxx (Xxxx.Xxxxx@xxxx0xxxxx.xxx) Xxxxxxx Sachs International (financial adviser to Take-Two) Khamran Ali Xxxxx Xxxxxx +0 000 000 0000 Xxxxxx Xxxxxxx Brunswick LLP (PR adviser to Take-Two) Tel: +00 (0) 00 0000 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Horizon Xxxxx Xxxx Codemasters Group Holdings plc Via Xxxx PR Xxxxxxx Xxxxxx (Chairman) Xxxxx Sagnier (Xxxxxx, Chief Executive Officer) Xxxxxx Xxxxxxxx (Chief Financial Officer) Jefferies (Rule 3 financial adviser to Codemasters) Officer Tel: +00 (0) 00 0000 0000 Xx Xxxxxxxx Xxxxxx Xxxxxxxxx, Chief Financial Officer Xxx Xxxxxx, Head of Investor Relations Evercore (Lead Financial Adviser to Horizon) Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx Liberum (Nominated adviser and broker to Codemasters) Tel: +00 (0) 00 0000 0000 Xxxx Xxxxxx Xxxxx Numis (Joint Financial Adviser, Broker and NOMAD to Horizon) Xxxxxxx Xxxxxx Xx Xxxxxxxx Xxxxxxx Xxxx Xxxx PR (PR adviser to Codemasters) Xxxxxxxxx Tel: +00 (0) 00 0000 0000 Xxxxxx Xxx Xxxxxx Xxxxxxxx Consilium Strategic Communications (Financial Media and UK Investor Relations Adviser to Horizon) Xxxx-Xxxx Xxxxxxx Xxxxxxx Xxxxxxx-Xxxxxx Xxxxxx Xxxxx Xxx Xxxxxx Xxxxxxx Xxxxx International is acting as financial adviser to Take-Two and Tel: +00 (0) 0000 000 000 Xxxxxxx Xxxx & Xxxxxxxxx Xxxxxxx Xxxxxxxx Evercore and Numis are providing independent advice to Horizon pursuant to Rule 3 of the Code. Xxxxx Lovells International LLP is providing legal advice to PerkinElmer UK and PerkinElmer. Xxxxxxxxx & Xxxxx Xxxxxxx LLP are acting as the is providing legal advisers advice to Take-TwoHorizon. Xxxxx, Important notices Xxxxxxx & Xxxxxxxxx LLP and Van Bael & Xxxxxx are acting as antitrust legal advisers to Take-Two. Jefferies is acting as financial adviser and joint-broker, and Liberum is acting as nominated adviser and broker, to Codemasters in respect of the Acquisition. Gowling WLG Xxxxxxxx UK Limited (UK) LLP (as to English law) and Xxxx Xxxxx (as to US law) are acting as legal advisers to Codemasters. IMPORTANT NOTES “Xxxxxxx Xxxxx International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Take-Two and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Take-Two for providing the protections afforded to clients of Xxxxxxx Sachs International, or for providing advice in connection with the matters referred to in this Announcement. JefferiesXxxxxxxx Partners”), which is authorised and regulated in the United Kingdom by the Financial Conduct AuthorityAuthority (the “FCA”), is acting exclusively for Codemasters as financial adviser PerkinElmer UK and for no one else PerkinElmer in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement for no one else and will not be responsible to anyone other than Codemasters PerkinElmer UK and PerkinElmer for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to matters set out in this Announcement. Neither Jefferies, Xxxxxxx Xxxxxxxx Partners nor any of its affiliatessubsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies Xxxxxxx Xxxxxxxx Partners in connection with this Announcement, any statement contained herein or otherwise. LiberumEvercore Partners International LLP (“Evercore”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Horizon and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Horizon for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Conduct AuthorityServices and Markets Xxx 0000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Horizon or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein. Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Codemasters as nominated adviser Horizon and broker and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Codemasters Horizon for providing the protections afforded to its clients or of Numis, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Liberum, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this Announcement, any statement contained herein or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any approval, decision or other response to the Acquisition and/or the Scheme should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the offer document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and the Scheme once it has been dispatched. The Scheme Document (including notices of the Court Meeting and Codemasters General Meeting), together with the relevant Forms of Proxy, will be posted to Codemasters Shareholders as soon as practicable and in any event within 28 days of the date of this Announcement (unless agreed otherwise with the Panel). This Announcement does not constitute a prospectus or prospectus exempted document. This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, AIM and the Financial Conduct Authority. Overseas jurisdictions The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. In particular, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilitiesherein.

Documents on display. In accordance with Rule 26.2 Copies of the Code, copies of this Announcement and the following documents will, to the extent not already published there, by no later than 12 noon on the Business Day following the date of this Announcement, be published made available on Take-TwoPerkinElmer’s website at xxxxx://xxx.xxxx0xxxxx.xxx/codemasters-group xxxxx://xxx.xxxxxxxxxxx.xxx/corporate/investors/important-disclaimer/index.html and xxxxx://xxx.xxxxxxxxxxx.xxx/investors/#take-two-interactive during on Horizon’s website at xxx.xxxxxxxxxxxxxxxxxxx.xxx until the Offer Periodend of the Acquisition:  • the irrevocable undertakings referred to in paragraph 6 above7 (Irrevocable undertakings) and described in Appendix III to this Announcement;  the written consents of Jefferies, Liberum and Xxxxxxx Sachs International;  the Co-operation Agreement referred to in paragraph 12 above;  • the Confidentiality Agreement referred to in paragraph 12 above14 (Offer-related arrangements); • the Co-Operation Agreement referred to in paragraph 14 (Offer-related arrangements); • the consent letter of Xxxxxxx Xxxxxxxx Partners; • the consent letter of Evercore; and  a copy • the consent letter of this AnnouncementNumis. Enquiries: TakePerkinElmer/PerkinElmer UK Xxxxx Xxxx Tel: +0-Two Investor Relations 000-000-0000 Xxxx Xxxxxxxx Tel: +0-000-000-0000 Xxxxxxx Xxxxxxxx Partners (Financial Adviser to PerkinElmer UK and PerkinElmer) Xxxxx X’Xxxxxx Xxx: +0 000 000 0000 Xxxxxxx Xxxxx X. Diamond (Xxxxx.Xxxxxxx@xxxx0xxxxx.xxx) Corporate Press +0 000 000 0000 Xxxx Xxxxx (Xxxx.Xxxxx@xxxx0xxxxx.xxx) Xxxxxxx Sachs International (financial adviser to Take-Two) Khamran Ali Xxxxx Xxxxxx +0 000 000 0000 Xxxxxx Xxxxxxx Brunswick LLP (PR adviser to Take-Two) Tel: +00 (0) 00 0000 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Horizon Xxxxx Xxxx Codemasters Group Holdings plc Via Xxxx PR Xxxxxxx Xxxxxx (Chairman) Xxxxx Sagnier (Xxxxxx, Chief Executive Officer) Xxxxxx Xxxxxxxx (Chief Financial Officer) Jefferies (Rule 3 financial adviser to Codemasters) Officer Tel: +00 (0) 00 0000 0000 Xx Xxxxxxxx Xxxxxx Xxxxxxxxx, Chief Financial Officer Xxx Xxxxxx, Head of Investor Relations Evercore (Lead Financial Adviser to Horizon) Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx Liberum (Nominated adviser and broker to Codemasters) Tel: +00 (0) 00 0000 0000 Xxxx Xxxxxx Xxxxx Numis (Joint Financial Adviser, Broker and NOMAD to Horizon) Xxxxxxx Xxxxxx Xx Xxxxxxxx Xxxxxxx Xxxx Xxxx PR (PR adviser to Codemasters) Xxxxxxxxx Tel: +00 (0) 00 0000 0000 Xxxxxx Xxx Xxxxxx Xxxxxxxx Consilium Strategic Communications (Financial Media and UK Investor Relations Adviser to Horizon) Xxxx-Xxxx Xxxxxxx Xxxxxxx Xxxxxxx-Xxxxxx Xxxxxx Xxxxx Xxx Xxxxxx Xxxxxxx Xxxxx International is acting as financial adviser to Take-Two and Tel: +00 (0) 0000 000 000 Xxxxxxx Xxxx & Xxxxxxxxx Xxxxxxx Xxxxxxxx Evercore and Numis are providing independent advice to Horizon pursuant to Rule 3 of the Code. Xxxxx Lovells International LLP is providing legal advice to PerkinElmer UK and PerkinElmer. Xxxxxxxxx & Xxxxx Xxxxxxx LLP are acting as the is providing legal advisers advice to Take-TwoHorizon. Xxxxx, Important notices Xxxxxxx & Xxxxxxxxx LLP and Van Bael & Xxxxxx are acting as antitrust legal advisers to Take-Two. Jefferies is acting as financial adviser and joint-broker, and Liberum is acting as nominated adviser and broker, to Codemasters in respect of the Acquisition. Gowling WLG Xxxxxxxx UK Limited (UK) LLP (as to English law) and Xxxx Xxxxx (as to US law) are acting as legal advisers to Codemasters. IMPORTANT NOTES “Xxxxxxx Xxxxx International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Take-Two and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Take-Two for providing the protections afforded to clients of Xxxxxxx Sachs International, or for providing advice in connection with the matters referred to in this Announcement. JefferiesXxxxxxxx Partners”), which is authorised and regulated in the United Kingdom by the Financial Conduct AuthorityAuthority (the “FCA”), is acting exclusively for Codemasters as financial adviser PerkinElmer UK and for no one else PerkinElmer in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement for no one else and will not be responsible to anyone other than Codemasters PerkinElmer UK and PerkinElmer for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to matters set out in this Announcement. Neither Jefferies, Xxxxxxx Xxxxxxxx Partners nor any of its affiliatessubsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies Xxxxxxx Xxxxxxxx Partners in connection with this Announcement, any statement contained herein or otherwise. LiberumEvercore Partners International LLP (“Evercore”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Horizon and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Horizon for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Conduct AuthorityServices and Markets Xxx 0000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Horizon or the matters described in this document. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, in delict, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any statement contained herein. Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Codemasters as nominated adviser Horizon and broker and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than Codemasters Horizon for providing the protections afforded to its clients or of Numis, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Liberum, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with this Announcement, any statement contained herein or otherwise. This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition and the Scheme, including details of how to vote in respect of the Acquisition and the Scheme. Any approval, decision or other response to the Acquisition and/or the Scheme should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is to be implemented by way of a Takeover Offer, the offer document). Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition and the Scheme once it has been dispatched. The Scheme Document (including notices of the Court Meeting and Codemasters General Meeting), together with the relevant Forms of Proxy, will be posted to Codemasters Shareholders as soon as practicable and in any event within 28 days of the date of this Announcement (unless agreed otherwise with the Panel). This Announcement does not constitute a prospectus or prospectus exempted document. This Announcement has been prepared for the purpose of complying with English law, the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date. The Acquisition shall be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, AIM and the Financial Conduct Authority. Overseas jurisdictions The release, publication or distribution of this Announcement in, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person. In particular, the ability of Overseas Shareholders to vote their Codemasters Shares at the Court Meeting and/or the Codemasters General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their Codemasters Shares in respect of the Court Meeting and/or the Codemasters General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Copies of this Announcement, the Scheme Document, the accompanying Forms of Proxy and any other formal documentation relating to the Acquisition and the Scheme are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Acquisition may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Acquisition may not be capable of acceptance by any such use, means, instrumentality or facilitiesherein.