TIDMKWS
RNS Number : 0333G
Berenberg
24 May 2017
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA, ISRAEL OR ANY JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. 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 KEYWORDS STUDIOS PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
PEQ HOLDINGS LTD. AND ANDREW DAY
Result of secondary placing of Existing Ordinary Shares in
Keywords Studios PLC
PEQ Holdings Ltd. ("PEQ"), the holding company of the founders
of Keywords Studios PLC ("Keywords" or the "Company") led by
Giorgio Guastalla, Non-Executive Director of Keywords, and Andrew
Day, CEO of Keywords, (together with PEQ, "the Sellers") announce
that further to the announcement on 23 May 2017 regarding their
proposal to sell ordinary shares in Keywords, they have
successfully sold 4,478,000 existing ordinary shares in Keywords
(the "Placing Shares") at a price of GBP 8.20 per share (the
"Placing").
The Placing Shares represent, in aggregate, 8.05% of the issued
share capital of the Company. Following completion of the Offering
PEQ and Andrew Day will retain beneficial interests in 7.2% and
5.9% corresponding to approximately 4.0 million and 3.3 million
ordinary shares, respectively, of the entire issued share capital
of Keywords. The Sellers have agreed to lock-in arrangements in
relation to the balance of their Ordinary Shares for 180 days
following the completion of the Placing.
The Placing is expected to settle on 31 May 2017, subject to the
satisfaction or waiver of certain customary conditions. The Company
is not a party to the Placing and will not receive any proceeds
from the Placing.
Joh. Berenberg, Gossler & Co KG ("Berenberg") acted as sole
bookrunner and placing agent in relation to the Offering.
For further information, please contact:
Berenberg Tel: 020 3207 7800
Chris Bowman
Ben Wright
Marie Stolberg
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); AND (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2)
TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION
REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa, Japan or Israel
or in any jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States (as defined in
Regulation S under the Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the Placing Shares in
the United States or elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by the
Sellers, Berenberg or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Canada, Australia, South Africa, Japan or Israel. Any failure to
comply with this restriction may constitute a violation of US,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Sellers, Berenberg or any of
their respective affiliates that would, or which is intended to,
permit a public offer of the Placing Shares in any jurisdiction, or
possession or distribution of this announcement or any other
offering or publicity material relating to the Placing Shares, in
any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Sellers and Berenberg to inform themselves about and to observe any
applicable restrictions.
Berenberg's London Branch, which is regulated by the Federal
Financial Supervisory Authority in Germany and subject to limited
supervision by the Financial Conduct Authority in the United
Kingdom, is acting only for the Sellers in connection with the
Placing and will not be responsible to anyone other than the
Sellers for providing the protections offered to the clients of
Berenberg, nor for providing advice in relation to the Placing or
any matters referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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