NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE
CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For immediate
release
18 May
2024
Keywords Studios
plc
Response to Press
Speculation
The Board of Keywords Studios plc
("Keywords Studios" or the "Company") notes the recent market
speculation and confirms that it is in advanced discussions with a
fund which is part of the EQT Group ("EQT"), a purpose-driven
global investment organisation, regarding a possible cash offer of
2,550 pence per share to acquire the entire issued and to be issued
share capital of the Company (the "Possible Offer"). Keywords
Studios shareholders on the register on 24 May 2024 will also be
entitled to receive the 2023 final dividend of 1.76 pence, as
recommended on 13 March 2024, and payable on 28 June 2024 ("2023
Final Dividend").
The Possible Offer follows four
previous unsolicited proposals from EQT in recent months, which the
Board rejected, and represents a significant increase from the
initial proposal. The Board remains confident in the Company's
growth strategy of building the only truly global platform
providing solutions to the video games and entertainment
industries, both organically and through acquisitions, and EQT is
supportive of this strategy.
The Board of Keywords Studios has
carefully evaluated the Possible Offer with its financial advisers
and concluded the Possible Offer is at a value that the Board would
be minded to recommend to Keywords Studios shareholders, should a
firm intention to make an offer pursuant to Rule 2.7 of the Code be
announced on such financial terms, subject to the agreement of all
other terms and conditions of an offer.
The Possible Offer is subject to
satisfaction or waiver (by EQT) of customary pre-conditions,
including completion of confirmatory due diligence by EQT. The
Board will issue a further statement as and when appropriate. In
the meantime, Keywords Studios shareholders are strongly advised to
take no action.
Rule 2.6(a) of the Code requires
that EQT, by no later than 5.00 p.m. on 15 June 2024, being the
28th day following the date of this announcement, either announces
a firm intention to make an offer for Keywords Studios in
accordance with Rule 2.7 of the Code or announces that it does not
intend to make an offer, in which case the announcement will be
treated as a statement to which Rule 2.8 of the Code applies. This
deadline will only be extended with the consent of the Panel on
Takeovers and Mergers, in accordance with Rule 2.6(c) of the
Code.
In accordance with Rule 2.5(a) of
the Code, EQT reserves the right to make an offer for Keywords
Studios at a lower value or on less favourable terms than the
Possible Offer: (i) with the agreement or recommendation of the
Board of Keywords Studios; (ii) if a third party announces a firm
intention to make an offer for Keywords Studios which, at that
date, is of a value less than the value of the Possible Offer; or
(iii) following the announcement by Keywords Studios of a Rule 9
waiver transaction pursuant to Appendix 1 of the Code or a reverse
takeover (as defined in the Code). If Keywords Studios declares,
makes or pays any further dividend or distribution or other return
of value or payment to its shareholders, other than the 2023 Final
Dividend, EQT reserves the right to make an equivalent reduction to
the Possible Offer. In connection with the possibility of EQT
making a cash offer for Keywords Studios (if it were so inclined),
EQT reserves the right to vary the form and / or mix of the
consideration it would offer.
This announcement is being made with
the consent of EQT.
The person responsible for arranging
the release of this announcement on behalf of Keywords Studios is
Andrew Kennedy, General Counsel.
Enquiries:
Keywords Studios plc
|
via Deutsche Numis / Robey
Warshaw
|
Giles Blackham, Director of Investor
Relations
|
|
|
|
Deutsche Numis
|
+44 (0) 20 7260 1000
|
Joint financial adviser, NOMAD and Joint corporate
broker
|
|
Stuart Skinner
|
|
Alec Pratt
|
|
William Baunton
Alexander Kladov
|
|
|
|
Robey Warshaw
|
+44 (0) 20 7317 3900
|
Joint financial adviser
|
|
Simon Robey
|
|
Daniel Zumbuehl
|
|
|
|
MHP
Group
|
+44 (0) 20 3128 8100
|
Financial Communications
|
+44 (0) 7884 494 112
|
Katie Hunt
|
|
Important Takeover Code
notes
In accordance with Rule 2.4(c)(iii)
of the Code, EQT also confirms that it is not aware of any dealings
in Keywords Studios shares that would require it to offer a minimum
level, or a particular form, of consideration under Rule 6 or Rule
11 of the Code. However, it has not been practicable for EQT to
make enquiries of all persons acting in concert with it prior to
the date of this announcement in order to confirm whether any
details are required to be disclosed under Rule 2.4(c)(iii) of the
Code. To the extent that any such details are identified following
such enquiries, EQT shall make an announcement disclosing such
details as soon as practicable, and in any event by no later than
the time it is required to make its Opening Position Disclosure
under Rule 8.1 of the Code.
Further
information
Numis Securities Limited ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for Keywords
Studios and 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 in this announcement and will not
be responsible to anyone other than Keywords Studios for providing
the protections afforded to clients of Deutsche Numis, nor for
providing advice in relation to any matter referred to herein.
Neither Deutsche Numis nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), 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 Deutsche Numis in
connection with this announcement, any statement contained herein
or otherwise.
Robey Warshaw LLP ("Robey Warshaw"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting as financial adviser exclusively for Keywords Studios and
no one else in connection with the matters referred to 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 Keywords Studios for
providing the protections afforded to clients of Robey Warshaw, nor
for providing advice in relation to the matters referred to in this
announcement.
This announcement is not intended to
and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any
jurisdiction.
The release, publication or
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with
such restrictions may constitute a violation of the securities law
of any such jurisdiction.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Publication on
Website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available at
https://www.keywordsstudios.com/en/investors/investors-home/potential-offer
promptly and in any event by no later than 12 noon on the business
day following this announcement. The content of this website is not
incorporated into and does not form part of this
announcement.
Rule 2.9
disclosure
In accordance with Rule 2.9 of the
Code, as at the close of business on 17 May 2024 (being the
business day prior to the date of this announcement), Keywords
Studios confirms that it had in issue 79,555,831 ordinary shares of
1 pence each admitted to trading on AIM under the ISIN code
GB00BBQ38507. The Company would note there are 327,805 ordinary
shares in the Company's Employee Benefit Trust ("EBT"), and the EBT
has waived its right to exercise its voting rights and to receive
dividends in respect of these ordinary shares.