Results of Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF CODEMASTERS GROUP HOLDINGS PLC ("COMPANY") IN THE UNITED STATES (OR TO ANY US PERSON), AUSTRALIA, CANADA, JAPAN, HONG KONG, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY OF THOSE JURISDICTIONS.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) ("MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 29 November 2019

Codemasters Group Holdings Plc

("Codemasters" or the "Company")

Results of Placing

Codemasters is pleased to announce the successful completion of the placing announced (the "Placing") at 6.12 p.m. on 28 November 2019, (the "Placing Announcement").

A total of 9,523,809 new Ordinary Shares in Codemasters (the "Placing Shares") have been placed by Liberum and Jefferies (the "Joint Bookrunners"), acting as joint bookrunners, at a price of 210 pence per Placing Share with institutional investors, raising gross proceeds of approximately £20 million.

The Placing Shares being issued represent, in aggregate, approximately 6.3 per cent. of the Enlarged Share Capital (taking into account the issue of the Initial Consideration Shares).

As outlined in the Placing Announcement, the net proceeds of the Placing will be used by the Company to fund the cash component of the Initial Consideration payable by the Company for the acquisition of SMS.

The Placing is conditional on, amongst other things: (a) the Acquisition Agreement not having lapsed or been terminated and having become unconditional in all respects, subject to Admission; and (b) Admission, and is being carried out within the Company's existing share authority to issue Ordinary Shares for cash.

Application has been made to the London Stock Exchange for the Placing Shares and Initial Consideration Shares to be admitted to trading on AIM. It is expected that Admission will occur and dealings will commence at 8.00 a.m. on or around 3 December 2019. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares of Codemasters.

Following Admission of the Placing Shares and the Initial Consideration Shares, the total number of Ordinary Shares in the Company in issue will be 151,310,823 and the total number of voting shares in the Company will be 151,310,823. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Placing Announcement.

Enquiries

Codemasters Group Holdings Plc Via Alma PR

Frank Sagnier, CEO

Rashid Varachia, CFO

Liberum Capital Limited

(Nominated Adviser and Joint Bookrunner) +44 (0) 20 3100 2000

Neil Patel

Cameron Duncan

Ed Phillips

William Hall

Jefferies International Limited

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

Ed Matthews

Luca Erpici

Laurene Danon

William Brown

Alma PR Ltd +44 (0) 20 3405 0206

Josh Royston [email protected]

Rebecca Sanders-Hewitt

Helena Bogle

Sam Modlin

Notes to Editors

ABOUT CODEMASTERS:

Codemasters (AIM:CDM) is an award winning British video game developer and publisher with over 30 years of heritage. The company specialises in high quality racing games including DiRT, GRID and the BAFTA award-winning official F1® series of videogames.

Codemasters' LEI number is: 213800NOITSDQVNP5W91

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.