TIDMKWS
RNS Number : 7942W
Numis Securities Limited
28 April 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("MAR")
28 April 2021
Results of Secondary Placing of 3 million Existing Ordinary
Shares in Keywords Studios PLC ("Keywords" or the "Company")
Further to yesterday's announcement, P.E.Q. Holdings Ltd., the
holding company of the founders of Keywords led by Giorgio
Guastalla (Non-Executive Director of Keywords) (the "Selling
Shareholder"), announces that, subject to completion, it has sold
3,000,000 shares in Keywords, at a price of 2,800 pence per share
(the "Placing").
Following completion of the Placing, the Selling Shareholder
will hold 500,736 shares in Keywords, representing approximately
0.7% of the Company's issued share capital.
The remainder of the Company's ordinary shares held by the
Selling Shareholder following the Placing will be subject to a
lock-up which ends 9 months after completion of the Placing
(subject to waiver by Numis and to certain customary
exceptions).
The trade date for the Placing will be 28 April 2021 and
settlement is expected to occur on a T+2 basis on 30 April 2021,
subject to the satisfaction or waiver of certain customary
conditions.
Numis Securities Limited ("Numis") is acting as sole bookrunner
in connection with the Placing.
The Company will not receive any proceeds from the Placing.
ENQUIRIES
Numis +44 (0) 207 260 1000
Stuart Skinner
Willi am Baunton
IMPORTANT NOTICE
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions, any state of
the United States and the District of Columbia), Australia, Canada,
Japan or the Republic of South Africa or any other jurisdiction
where such an announcement would be unlawful. The distribution of
this announcement may be restricted by law in certain jurisdictions
and persons into whose possession this document or other
information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by Keywords Studios PLC, the Selling Shareholder or any of their
respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such securities in
any jurisdiction where action for that purpose is required.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold, directly or
indirectly, in or into the United States, except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act . Neither this
document nor the information contained herein constitutes or forms
part of an offer to sell or the solicitation of an offer to buy
securities in the United States. There will be no public offer of
any securities in the United States.
The Placing Shares have not been approved or disapproved by the
U.S. Securities and Exchange Commission, any state or other
securities commission or other regulatory authority in the United
States, and none of the foregoing authorities has 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, admission document 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 Selling Shareholder, Numis or any of their respective
affiliates.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, the Selling Shareholder, Numis or any of their
respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or
warranty, express or implied, is given by or on behalf of the
Company, the Selling Shareholder, Numis or any of their respective
directors, partners, officers, employees, advisers or any other
persons as to the accuracy, fairness or sufficiency of the
information or opinions contained in this announcement and none of
the information contained in this announcement has been
independently verified. Save in the case of fraud, no liability is
accepted for any errors, omissions or inaccuracies in such
information or opinions.
Members of the public are not eligible to take part in the
Placing. This announcement and the information set out herein are
for information purposes only and are directed at and may only be
communicated to (a) in the European Economic Area ("EEA"), persons
who are "qualified investors" within the meaning of Article 2(e) of
Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus
Regulation"); and (b) in the United Kingdom, at "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 who are also (i) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); (ii) high net worth
bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
Order; or (iii) persons to whom it may otherwise lawfully be
communicated (all such persons together being referred to as
"Relevant Persons").
Any investment or investment activity to which this announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this announcement must
satisfy themselves that is lawful to do so.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in Keywords or its shares.
Numis, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Selling Shareholder in connection with the Placing and will not be
responsible to anyone other than the Selling Shareholder for
providing the protections offered to the clients of Numis, nor for
providing advice in relation to the Placing or any matters referred
to in this announcement, and apart from the responsibilities and
liabilities (if any) imposed on Numis by the Financial Services and
Markets Act 2000, any liability therefore is expressly disclaimed.
Any other person in receipt of this announcement should seek their
own independent legal, investment and tax advice as they see
fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
In the EEA, solely for the purposes of the product governance
requirements contained within: (a) EU Directive 2014/65/EU on
markets in financial instruments, as amended ("MiFID II"); (b)
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a
product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of (a) retail
investors, (b) investors who meet the criteria of professional
clients and (c) eligible counterparties, each as defined in MiFID
II; and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with
investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Numis will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
In the UK, solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect
of the Placing Shares has led to the determination that: (i) the
target market for the Shares is only eligible counterparties, as
defined in the Financial Conduct Authority ("FCA") Handbook Conduct
of Business Sourcebook, and professional clients, as defined in
Regulation (EU) 600/2014, as it forms part of domestic law by
virtue of EUWA ("UK MiFIR"); and (ii) all channels for distribution
of the Shares to eligible counterparties and professional clients
are appropriate (the "UK Target Market Assessment"). Any
distributor should take into consideration the UK Target Market
Assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook is
responsible for undertaking its own target market assessment in
respect of the Placing Shares (by either adopting or refining the
UK Target Market Assessment) and determining appropriate
distribution channels.
For the avoidance of doubt, each of the Target Market Assessment
and the UK Target Market Assessment does not constitute: (a) an
assessment of suitability or appropriateness for the purposes of
MiFID II or UK MiFIR, respectively; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
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