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APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL
ADVISER.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
3
July 2024
RECOMMENDED FINAL CASH ACQUISITION[1]
of
Keywords Studios Plc ("Keywords Studios")
by
Houting UK Limited ("Bidco")
a newly formed company indirectly wholly-owned by EQT's BPEA Fund
VIII
to be effected by means of a scheme of
arrangement
under Part 26 of the UK Companies Act 2006
Summary
· The boards of
Bidco and Keywords Studios are pleased to announce that they have
reached agreement on the terms of a recommended cash acquisition of
the entire issued and to be issued ordinary share capital of
Keywords Studios by Bidco. The Acquisition is to be effected by
means of a scheme of arrangement under Part 26 of the Companies
Act.
· Under the terms
of the Acquisition, each Keywords Studios Shareholder shall be
entitled to receive:
for each Keywords
Studios Share 2,450 pence in cash ("Acquisition Price")
· The Acquisition
Price represents a premium of approximately:
o 66.7 per cent. to the Closing Price of
1,470 pence per Keywords Studios Share on 17 May 2024 (being the
last Business Day before the commencement of the Offer
Period);
o 96.1 per cent. to the volume-weighted
average price of 1,249 pence per Keywords Studios Share for the
one-month period ended 17 May 2024 (being the last
Business Day before the commencement of the Offer
Period);
o 87.1 per cent. to the volume-weighted
average price of 1,309 pence per Keywords Studios Share for the
three-month period ended 17 May 2024 (being the last
Business Day before the commencement of the Offer Period);
and
o 77.1 per cent. to the volume-weighted
average price of 1,383 pence per Keywords Studios Share for the
six-month period ended 17 May 2024 (being the last Business Day
before the commencement of the Offer Period).
· The Acquisition
values the entire issued and to be issued ordinary share capital of
Keywords Studios at approximately £2.1 billion on a fully diluted
basis, and implies an enterprise value of approximately £2.2
billion and a multiple of approximately 15.9 times Keywords
Studios' adjusted EBITDA for the 12-month period ended 31 December
2023 of £139 million.
· The Acquisition Price is final and will
not be increased, except that Bidco reserves the right to increase
the Acquisition Price where: (i) there is an announcement of a
possible offer or firm intention to make an offer for Keywords
Studios by any third party; or (ii) the Panel otherwise provides
its consent.
· If any dividend,
distribution, or other return of capital or value is announced,
declared, made or paid in respect of Keywords Studios Shares on or
after the date of this Announcement, Bidco will reduce the
Acquisition Price by the amount of such dividend and/or
distribution and/or other return of capital or value. Any such
reduction shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any
revision or variation of the terms of the Scheme or Acquisition. In
such circumstances, the Keywords Studios Shareholders will be
entitled to retain any such dividend, distribution and/or other
return of capital or value.
· The consideration
payable to Keywords Studios Shareholders under the terms of the
Acquisition will be financed by a combination of (i) equity capital
to be invested by EQT, CPP Investments, acting through its
wholly-owned subsidiary CPPIB PHI4, and Rosa Investments and (ii)
debt financing.
Keywords Studios recommendation
· The Keywords
Studios Directors, who have been so advised by Deutsche Numis and
Robey Warshaw as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing their advice to the Keywords Studios Directors, Deutsche
Numis and Robey Warshaw have taken into account the commercial
assessments of the Keywords Studios Directors.
· Accordingly, the
Keywords Studios Directors intend to unanimously recommend that
Keywords Studios Shareholders vote in favour of the Scheme at the
Court Meeting and that Keywords Studios Shareholders vote in favour
of the resolutions to be proposed at the Keywords Studios General
Meeting (or in the event the Acquisition is implemented by way of
an Offer, to accept or procure acceptance of such Offer), as the
Keywords Studios Directors who hold interests in Keywords Studios
Shares have irrevocably undertaken to do in respect of their own
legal and/or beneficial holdings which are under their control
being, in aggregate, 51,019 Keywords Studios Shares (representing
approximately 0.06 per cent. of Keywords Studios' issued ordinary
share capital on the Latest Practicable Date). Further details of
these undertakings, including the circumstances in which they cease
to be binding, are set out in Appendix 3 to this
Announcement.
· Robey Warshaw is
providing independent financial advice to the Keywords Studios
Directors for the purposes of Rule 3 of the Takeover
Code.
Letters of intent
· In addition to
the irrevocable undertakings from the Keywords Studios Directors
described above, Bidco has received letters of intent from
Franklin Templeton Institutional, LLC
("Franklin
Templeton") and Banque Pictet & Cie SA ("Pictet") to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the Keywords Studios General Meeting in respect of 6,055,691
Keywords Studios Shares, representing approximately 7.57 per cent.
of Keywords Studios' issued ordinary share capital on the Latest
Practicable Date.
· In total,
therefore, Bidco has procured irrevocable undertakings and letters
of intent to vote, or procure votes, in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the Keywords
Studios General Meeting in respect of 6,106,710 Keywords Studios
Shares, representing approximately 7.64 per cent. of Keywords
Studios' issued ordinary share capital on the Latest Practicable
Date.
· Further details
of these irrevocable undertakings and letters of intent, including
the circumstances in which they cease to be binding, are set out in
Appendix 3 to this Announcement.
Information on Keywords Studios
· Keywords Studios
is a global provider of fully integrated creative and
technology-enabled solutions to the video games and entertainment
industries. Established in 1998, and now with over 70 facilities in
26 countries strategically located in Asia, Australia, the
Americas, and Europe, it provides services across the entire
content development life cycle through its Create, Globalize and
Engage divisions to a large blue-chip client base across the
globe.
· Keywords Studios
provides services to 24 of the top 25 most prominent games
companies and contributes to over 70 per cent. of the 2023 Game
Awards winners. Across the games and entertainment industry,
clients include Activision Blizzard, Bandai Namco, Bethesda,
Electronic Arts, Epic Games, Konami, Microsoft, Netflix, Riot
Games, Square Enix, Supercell, TakeTwo, Tencent and Ubisoft. Recent
titles worked on include Starfield, Baldur's Gate 3, Diablo IV and
Hogwarts Legacy.
· Keywords Studios
is a public limited company registered in England and Wales. The
Keywords Studios Shares are currently admitted to trading on AIM, a
market operated by the London Stock Exchange.
Information on Bidco, EQT, CPP Investments and
Rosa Investments
· Bidco is a newly
formed private limited company incorporated in England and
Wales. In due course, Bidco will be indirectly owned
by EQT's BPEA Fund VIII, and equity co-investors CPP Investments,
acting through its wholly-owned subsidiary CPPIB PHI4, and Rosa
Investments. As at the Effective Date, it is intended that Bidco
will be owned in the following proportions: (i) EQT's BPEA Fund
VIII will indirectly own 51.0 per cent. and (ii) each of CPPIB PHI4
and Rosa Investments will indirectly own 24.5 per cent.
· EQT is a global
private markets investment organisation focused on active ownership
strategies. With a Nordic heritage and a global mindset, EQT takes
an active approach to transforming companies. It works alongside
management teams to provide capital and expertise, drawing on its
global network. Its funds invest in portfolio companies, leveraging
its deep sector expertise and thirty years of experience to advance
innovation and growth. On average, over the past five years, EQT
has seen double digit growth in its portfolio companies underpinned
by sources of value creation including sales expansion, multiple
expansion, margin expansion and debt pay-down.
· EQT was founded
in Sweden over thirty years ago with investment from the Wallenberg
family, industrialists who are leading owners of high-quality
international companies with Swedish roots, including Astra Zeneca,
ABB and Ericsson. The Wallenberg family's entrepreneurial mindset
and philosophy of long-term ownership has helped guide EQT's
management philosophy, which is underpinned by a set of strong
values and a distinct corporate culture.
· EQT manages and
advises funds and vehicles that invest across the world with the
mission to future-proof companies, generate attractive returns and
make a positive impact with everything EQT does. EQT operates in
more than 25 countries across Asia Pacific, Europe and the Americas
and has over 1,000 employees, with a total AUM of €242bn*
(Fee-generating AUM €132 billion).
· EQT has a long
and positive track record investing in the services and global
technology industries. EQT is a leading services investor, with
US$33.7 billion invested to date into 88 services portfolio
investments globally with 33 exits across M&A and IPOs. EQT
also has deep expertise investing in technology globally. Over the
years, EQT has invested US$37.0 billion into 116 technology
portfolio investments globally with 35 exits through the public and
private markets.
· BPEA Fund VIII is
part of EQT Private Capital Asia's flagship private equity
investment strategy, focused on large-cap buyouts. In October 2022,
EQT combined with BPEA and in January 2024, BPEA rebranded as EQT
and is known as EQT Private Capital Asia. With US$11.2 billion in
capital commitments, BPEA VIII is one of the largest funds ever
raised in Asia-Pacific. EQT Private Capital Asia's buyout strategy
targets control buyouts of companies in the pan-Asian region or
with business links to Asia and takes a thematic approach to
investing, focused on services, technology and healthcare. Its core
markets include India, Japan, Korea, Southeast Asia and Australia,
as well as cross-border investments for which Asia represents a
meaningful driver of returns. Over the past 27 years, EQT Private
Capital Asia has made more than 140 investments, and today, the
current portfolio employs more than 400,000 people globally, with a
strong focus on tech-enabled businesses with global delivery
footprints.
· CPP Investments
is a global professional investment management organisation that
invests the assets transferred to it by the CPP that are not
currently needed by the CPP to pay current benefits in the best
interests of 22 million contributors and beneficiaries. CPP
Investments was incorporated in 1997 and made its first investment
in March 1999. In order to build a diversified portfolio, CPP
Investments invests in public equities, private equities, real
estate, infrastructure and fixed income instruments. Headquartered
in Toronto, with offices in Hong Kong, London, Luxembourg, Mumbai,
New York City, San Francisco, São Paulo and Sydney, CPP Investments
is governed and managed independently of the CPP and at arm's
length from the government of Canada. As at March 31, 2024, CPP
Investments had C$632.3 billion (approximately £370 billion) assets
under management, of which C$26.2 billion (approximately £15
billion) is invested in the UK. CPPIB PHI4 is a
wholly-owned subsidiary of CPP Investments, and is the entity
through which CPP Investments will invest in Bidco.
· Rosa Investments
is a private limited company incorporated in Singapore and an
indirect wholly-owned subsidiary of Temasek. Rosa Investments is
the entity through which Temasek will invest in Bidco. Temasek is a
global investment company with a net portfolio value of S$382
billion (approximately £232 billion) as at 31 March 2023. Founded
in Singapore in 1974, Temasek operates on commercial principles and
invests thematically in line with long term structural trends, with
the aim of building a resilient and forward looking portfolio that
delivers sustainable returns over the long term. Temasek has
overall corporate credit ratings of Aaa/AAA by rating agencies
Moody's Investors Service and S&P Global Ratings respectively.
Headquartered in Singapore, Temasek has 13 offices in 9 countries
around the world: Beijing, Hanoi, Mumbai, Shanghai, Shenzhen, and
Singapore in Asia; and London, Brussels, Paris, New York, San
Francisco, Washington DC, and Mexico City outside Asia.
Background to and reasons for the
Acquisition
· EQT has a long
and successful track record investing in the services and global
technology industries, working alongside entrepreneurial management
teams to accelerate growth in global businesses and transform them
into industry leaders. Since the firm's founding thirty years ago,
EQT funds have invested US$33.7 billion in the services sector
through investments across 88 companies, with 33 exits both through
public listings and sales, making EQT a leading services investor
in the world. Over the years, EQT funds have also invested US$37.0
billion in the global technology sector, investing in 116
businesses, with 35 exits through the public and private
markets.
· Bidco believes
that, with the right additional investment, there are significant
opportunities for Keywords Studios to increase the pace of its
growth and fulfil its long-term potential evolving into a leading
global full-scale integrated gaming services provider. Keywords
Studios is well placed to succeed in this large, fragmented and
growing global gaming services market as an end-to-end player
across the video games value chain. In this context, Bidco believes
growth can be unlocked, at a greater pace, by expanding into
adjacent media and entertainment end-markets and fast-growing
technologies. This would enable Keywords Studios to build on its
existing capabilities and better meet changing customer demands for
its services at the pace they expect.
· Bidco is
supportive of Keywords Studios' existing strategy and management
team. Bidco can provide additional capital to Keywords Studios'
value accretive M&A strategy, further expanding its global
reach while drawing on its deep technology domain expertise. EQT
will also leverage its global network to help Keywords Studios
expand internationally.
· Bidco believes
that Keywords Studios will be better able to fulfil its long-term
growth potential in the private markets. Keywords Studios'
management team will be able to take a longer-term view while
delivering its strategy. The global gaming services sector is
characterised by constant change and innovation, accelerated by the
emergence of generative AI. Operating in the private markets,
coupled with additional capital, would enable Keywords Studios to
invest in innovation that is essential for it to keep up with this
pace of change and sustain its status as the global gaming services
market leader.
Background to and reasons for the
Recommendation
· Since its
admission to AIM in July 2013, Keywords Studios has become the
trusted global solutions provider to the world's leading video
games and entertainment companies, working with them across their
full content development cycle, from concept through to launch and
beyond. The Company has an excellent track-record of evolving the
business to meet its clients' needs, having transformed from a 100
per cent. localisation business at IPO to a diversified portfolio
with services across the video-games life cycle.
· Over the past
decade, through both organic growth and acquisitions, Keywords
Studios' revenue has increased from €16.4 million in 2013 to €780.4
million in 2023, and adjusted EBITDA has increased from €2.7
million in 2013 to €158.3 million in 2023, representing compound
annual growth rates of 47 per cent. and 50 per cent. respectively.
Additionally, adjusted operating profits have improved from €2.5
million in 2013 to €122.0 million in 2023, and adjusted cash
conversion in 2023 remained in excess of Keywords Studios' medium
term objective of 80 per cent., supporting Keywords Studios'
organic and inorganic growth ambitions.
· Keywords Studios
has continued to grow its platform through selective, value
accretive M&A and has scaled its collection of connected
studios from 5 in 2013 to over 70 studios in 2023 across 26
countries. 2023 represented another successful year with M&A,
consummating acquisitions for total maximum consideration of €225
million, supported by Keywords Studios' strong balance sheet and
cash generation. Keywords Studios is recognised as an acquirer of
choice within the industry, and has a track record of growing the
businesses it has acquired to add significant value for its
shareholders.
· While the
Keywords Studios Directors expect the continued execution of
Keywords Studios' strategic objectives to create significant value,
the Keywords Studios Directors are also mindful of the near-term
challenges in the broader video games and entertainment industries
that have impacted recent growth, as well as other longer-term
uncertainties, many of which are beyond Keywords Studios' control.
On balance, the Keywords Studios Directors believe that the
long-term potential of the group, as a market leading compounding
growth business in a highly fragmented industry, has not been
entirely reflected in the price and valuation rating of the Group's
shares, which have fluctuated significantly in the past twelve
months.
· Bidco's offer of
2,450 pence per Keywords Studios Share followed numerous previous
unsolicited proposals from EQT in recent months and represents a
significant increase from the initial proposal. The Keywords
Studios Directors note that the terms of the Acquisition provide
Keywords Studios Shareholders an opportunity to crystallise the
value of their holdings today at a significant premium to the
undisturbed share price as at 17 May 2024.
· In considering
the terms of the Acquisition and determining whether they reflect
an appropriate valuation of Keywords Studios and its future
prospects, the Keywords Studios Directors have taken into account a
number of factors, including but not limited to:
· the significant
premium of approximately 66.7 per cent. to the Closing Price of
1,470 pence per Keywords Studios Share on 17 May 2024 (being the
last Business Day before the commencement of the Offer
Period);
· the approximately
87.1 per cent. premium to the volume-weighted average price of
1,309 pence per Keywords Studios Share for the three-month period
and approximately 77.1 per cent. premium to the volume-weighted
average price of 1,383 pence per Keywords Studios Share for the
six-month period ended 17 May 2024 (being the last Business Day
prior to the commencement of the Offer Period); and
· the opportunity
for Keywords Studios Shareholders to realise the entirety of their
current investment upfront for cash as compared to the
risk-adjusted returns that may be generated for Keywords Studios
Shareholders by executing on Keywords Studios' strategy over the
coming years.
· In addition to
the financial terms, the Keywords Studios Directors have also taken
into account Bidco's intentions concerning Keywords Studios'
business, management team, employees and other stakeholders of the
Company (as detailed in section 13). The
Keywords Studios Directors note the great importance Bidco attaches
to the skill and experience of Keywords Studios' management and
employees who will continue to be key to the success of Keywords
Studios.
· Accordingly,
following careful consideration of the above factors, the Keywords
Studios Directors intend unanimously to recommend that Keywords
Studios Shareholders vote in favour of the Scheme at the Court
Meeting and that Keywords Studios Shareholders vote in favour of
the resolutions to be proposed at the Keywords Studios General
Meeting (or in the event the Acquisition is implemented by way of
an Offer, to accept or procure acceptance of such
Offer).
Timetable and Conditions
· It is intended
that the Acquisition will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although Bidco reserves the right to effect the
Acquisition by way of an Offer, subject to the consent of the Panel
and the terms of the Cooperation Agreement).
· The Acquisition
is conditional on, among other things, the approval of the
requisite majority of Keywords Studios Shareholders at the Court
Meeting and at the Keywords Studios General Meeting. In order to
become Effective, the Scheme must be approved by a majority in
number of Keywords Studios Shareholders, present and voting at the
Court Meeting, whether in person or by proxy, representing 75 per
cent. or more in value of the Scheme Shares voted. In addition, a
special resolution relating to the implementation of the Scheme
must be passed by Keywords Studios Shareholders representing at
least 75 per cent. of votes cast at the Keywords Studios General
Meeting. In addition, the Scheme must be sanctioned by the
Court.
· The Conditions to
the Acquisition are set out in full in Appendix 1 to this
Announcement along with certain other terms; the full terms and
conditions will be provided in the Scheme Document.
· It is expected
that the Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and Keywords Studios
General Meeting, together with the associated forms of proxy, will
be posted to Keywords Studios Shareholders as soon as practicable
and in any event within 28 days of this Announcement (or such later
date as Keywords Studios, Bidco and the Panel agree) and the
Meetings are expected to be held as soon as reasonably practicable
thereafter. Subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, the Scheme Document will also
be made available on Keywords Studios' website at
https://www.keywordsstudios.com/en/investors/investors-home/potential-offer.
· The
Acquisition is currently expected to complete in the fourth
quarter of 2024, subject to the satisfaction or (where applicable)
waiver of the Conditions. An expected timetable of key events
relating to the Acquisition will be set out in the Scheme
Document.
Commenting on the Acquisition, Don Robert,
Chairman of the Board of Keywords Studios, said:
"Since its IPO in 2013, Keywords
Studios has delivered exceptional growth both organically and
through a successful M&A strategy, transforming the business
into the only truly global provider of fully integrated creative
and technology-enabled solutions to the video games and
entertainment industries. Today, Keywords Studios is the strategic
partner of choice for the largest industry players across the
entire content development life cycle with its diversified
technology enabled platform coupled with outstanding talent driving
broad-based growth.
EQT is a leading global investor
with significant experience in technology services and a proven
track record in supporting management teams of high-growth
businesses deliver against their strategies. We believe that
Keywords Studios will benefit from EQT's operational expertise and
its deep industry network and that EQT will provide a good home for
our valued employees as they continue building trusted partnerships
with our customers.
Whilst the Board expects the
continued execution of Keywords Studios' strategic objectives and
its leadership position to create significant value, the Board is
also mindful of the near-term challenges in the broader video games
and entertainment industries, as well as other longer-term
uncertainties, which have caused volatile returns for Keywords
Studios' shareholders over the past fifteen months. On balance, the
Board believes that this offer represents a good opportunity for
Keywords Studios shareholders to realise value for their investment
in cash upfront at a significant premium to the undisturbed share
price. We therefore unanimously recommend the offer to our
shareholders."
Commenting on the Acquisition, Bertrand Bodson,
Chief Executive Officer of Keywords Studios, said:
"I am extremely proud of our
passionate world-class teams and the leading technology-enabled
global platform we are building together, which have enabled us to
develop innovative solutions and foster strategic partnerships with
our clients. We have consistently delivered strong financial
performance, creating significant value for our
shareholders.
This offer from EQT marks an
exciting new chapter on our growth journey, with a like-minded
partner who possesses deep sector expertise and a desire to
accelerate the pace of our growth, both organically and through
M&A, to unlock the many opportunities ahead of us across the
entertainment landscape. I am convinced that together we will be
able to strengthen our leadership position at the heart of the
largest entertainment industries in the world and build a truly
unique global integrated games services platform for the benefit of
our people and clients."
Commenting on the Acquisition, Jean Salata,
Chairman of EQT Asia, added:
"Keywords Studios is an exciting
business in a growing and fragmented video gaming technology
services market. As the industry evolves, continued investment by
Keywords Studios in innovation, higher value added services and
international expansion will be key to sustaining a strong position
and driving further long-term growth. As a private company under
EQT's ownership, Keywords Studios will be well positioned to make
the long term investments required for the transition to next-gen
video gaming and for global expansion. We plan to draw on our
experience in the services and technology sectors to support
management and invest further in innovation, talent, and M&A to
accelerate Keywords Studios' current strategy."
This summary
should be read in conjunction with, and is subject to, the full
text of this Announcement. The Acquisition shall be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which shall be
set out in the Scheme Document; Appendix 2 to this Announcement
contains the sources of information and bases of calculations of
certain information contained in this summary and the Announcement;
Appendix 3 contains a summary of the irrevocable undertakings and
letters of intent received in relation to this
Acquisition; Appendix 4 contains a summary of proposals in relation
to the Keywords Studios Share Schemes; Appendix 5 contains details
of the Keywords Studios Profit Forecast and Appendix 6 contains
definitions of certain expressions used in this summary and in this
Announcement.
Enquiries:
EQT
|
|
J.P. Morgan
Cazenove (Financial Adviser to Bidco)
Dwayne Lysaght / Jonty Edwards /
Edward Hatter
|
+44 (0) 20
3493 8000
|
FGS
Global (PR Adviser to EQT and Bidco)
Faeth Birch / Amanda Healy / Sophia
Johnston
|
+44 (0) 20
7251 3801
EQT-LON@fgsglobal.com
|
Keywords Studios Plc
Giles Blackham, Director of Investor
Relations
|
via
Deutsche Numis / Robey Warshaw
|
Deutsche Numis
(Joint Financial Adviser, NOMAD and Joint Corporate Broker to
Keywords Studios)
Stuart Skinner / Alec Pratt /
William Baunton / Alexander Kladov
|
+44 (0) 20
7260 1000
|
Robey Warshaw LLP (Joint Financial Adviser to Keywords
Studios)
Simon Robey / Daniel
Zumbuehl
|
+44 (0) 20
7317 3900
|
MHP
Group (PR Adviser to Keywords Studios)
Katie Hunt / Eleni Menikou / Charles
Hirst
|
+44 (0) 20 3128 8100
keywords@mhpgroup.com
|
DLA Piper UK LLP is acting as legal adviser to
Keywords Studios in connection with the Acquisition.
Simpson Thacher & Bartlett LLP is acting as
legal adviser to EQT and Bidco. Kirkland & Ellis is acting as
finance counsel to EQT and Houting B.V. Freshfields Bruckhaus
Deringer LLP is acting as legal adviser to CPP
Investments.
Allen Overy Shearman Sterling is acting as
finance counsel to the Arranger (as defined in the Facilities
Agreement).
Important Notices
J.P. Morgan Securities plc, which conducts its
UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority ("PRA") and
regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as
financial adviser exclusively for Bidco and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to herein.
Numis Securities Limited (trading as
"Deutsche Numis"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"),
is acting exclusively for Keywords Studios as joint financial
advisor, NOMAD and joint corporate broker 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 referred to 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.
Further Information
This Announcement is for information purposes
only and is not intended to, and does not, constitute, or form part
of, an offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Keywords Studios in any jurisdiction in contravention
of applicable law. The Acquisition will be implemented solely
pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document),
which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer
document).
This Announcement does not constitute a
prospectus, prospectus equivalent document or exempted
document.
This Announcement contains inside information
in relation to Keywords Studios for the purposes of Article 7 of
the Market Abuse Regulation. The person responsible for arranging
the release of this Announcement on behalf of Keywords Studios is
Gavin White, Company Secretary. Keywords Studios' Legal Entity
Identifier is 2138007VR9ZYCWS7VE12.
If you are in
any doubt about the contents of this Announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of
this Announcement in or into jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
of, and observe, any applicable legal or regulatory requirements.
Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the AIM Rules for Companies and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Keywords
Studios Shareholders who are not resident in and citizens of the UK
may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
UK to vote their Keywords Studios Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the offer document).
Unless otherwise determined by Bidco or
required by the Takeover Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Copies of this Announcement and any
formal documentation relating to the Acquisition 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, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas
Shareholders will be included in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer
document).
Notice to U.S. Keywords Studios
Shareholders
The Acquisition relates to the shares of an English
company and is being made by means of a scheme of arrangement
provided for under the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Securities
Exchange Act of 1934 ("U.S.
Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation
rules.
The financial information included in this
Announcement has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Acquisition may, in certain circumstances,
instead be carried out by way of an Offer under the laws of England
and Wales. If, in the future, Bidco exercises its right,
with the consent of the Panel (if required), to implement the
Acquisition by way of an Offer, such Offer will be made in
compliance with the applicable U.S. laws and regulations,
including any applicable exemptions under the U.S. Exchange Act.
Such a takeover would be made in the United States by Bidco and no
one else.
In the event that the Acquisition is
implemented by way of an Offer, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act,
Bidco, certain affiliated companies or their nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Keywords Studios Shares
outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website, www.londonstockexchange.com.
Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act,
Deutsche Numis and J.P. Morgan Cazenove will continue to act as
exempt principal traders in Keywords Studios Shares on the London
Stock Exchange.
It may be difficult for U.S. holders of
Keywords Studios Shares to enforce their rights and any claim
arising out of the U.S. federal laws, since Bidco and Keywords
Studios are organized under the laws of a non-U.S. jurisdiction,
some or all of their respective officers and directors may be
residents of a non-U.S. jurisdiction and most of their respective
assets are located outside of the United States. U.S. holders of
Keywords Studios Shares may not be able to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgement.
U.S. Keywords Studios Shareholders also should be
aware that the transaction contemplated herein may have tax
consequences in the U.S. and, that such consequences, if any, are
not described herein. U.S. Keywords Studios Shareholders are urged
to consult with legal, tax and financial advisers in connection
with making a decision regarding this transaction.
Forward Looking Statements
This Announcement (including information
incorporated by reference in this Announcement), oral statements
made regarding the Acquisition, and other information published by
Bidco and Keywords Studios contain statements which are, or may be
deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Bidco and Keywords Studios about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements.
The forward-looking statements contained in
this Announcement include statements relating to the expected
effects of the Acquisition on Bidco and Keywords Studios (including
their future prospects, developments and strategies), the expected
timing and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's,
Keywords Studios', any member of the Bidco Group's or any member of
the Keywords Studios Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's,
Keywords Studios', any member of the Bidco Group's or any member of
the Keywords Studios Group's business.
Although Bidco and Keywords Studios believe
that the expectations reflected in such forward-looking statements
are reasonable, Bidco and Keywords Studios can give no assurance
that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to:
the ability to complete the Acquisition; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction
of other Conditions on the proposed terms and schedule; changes in
the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
changes in the anticipated benefits from the Acquisition not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco Group and Keywords
Studios Group operate, weak, volatile or illiquid capital and/or
credit markets, changes in tax rates, interest rate and currency
value fluctuations, the degree of competition in the geographic and
business areas in which Bidco Group and Keywords Studios Group
operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor Keywords Studios, nor any
of their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost
savings and synergies related to future actions and circumstances,
by their nature, involve risks, uncertainties and contingencies. As
a result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Due to
the scale of the Keywords Studios Group, there may be additional
changes to the Keywords Studios Group's operations. As a result,
and given the fact that the changes relate to the future, the
resulting cost synergies may be materially greater or less than
those estimated.
Other than in accordance with their legal or
regulatory obligations, neither Bidco nor Keywords Studios is under
any obligation, and Bidco and Keywords Studios expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Profit Estimates or
Quantified Financial Benefit Statements
The Keywords Studios Profit Forecast is a
profit forecast for the purposes of Rule 28 of the Takeover Code.
As required by Rule 28.1 of the Takeover Code, the assumptions on
which the Keywords Studios Profit Forecast is stated are set out in
Appendix 5 of this announcement.
Other than the Keywords Studios Profit
Forecast, no statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Keywords Studios for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per share for Keywords Studios.
Disclosure Requirements of the
Takeover Code
Under Rule 8.3(a) of the
Takeover Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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
Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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,
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 p.m. (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
http://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. If you are in
any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Electronic Communications
Please be aware that addresses, electronic
addresses and certain information provided by Keywords Studios
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Keywords Studios may
be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard
Copies
A copy of this Announcement and the documents
required to be published by Rule 26 of the Takeover Code shall be
made available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Keywords Studios' website
at
https://www.keywordsstudios.com/en/investors/investors-home/potential-offer
by no later than 12 noon (London time) on the Business Day
following the date of this Announcement. For the avoidance of
doubt, the contents of the websites referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.
In accordance with Rule 30.3 of the Takeover
Code, Keywords Studios Shareholders, persons with information
rights and participants in the Keywords Studios Share Plans may
request a hard copy of this Announcement by contacting Gavin White,
Company Secretary, during business hours on +44 (0) 7881 330263 or
by submitting a request in writing to Keywords Studios Plc, 4th
Floor, 110 High Holborn, London, WC1V 6JS. In accordance with Rule
30.3 of the Takeover Code, a person so entitled may also request
that all future documents, announcements and information in
relation to the Acquisition should be sent to them in hard copy
form. If you have received this Announcement in electronic form or
via a website notification, hard copies of this Announcement and
any document or information incorporated by reference into this
document will not be provided unless such a request is
made.
Rounding
Certain figures included in this Announcement
have been subjected to rounding adjustments. Accordingly, figures
shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede
them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the
Takeover Code, Keywords Studios confirms that as
at the date of this Announcement, it has in issue 79,963,864
Keywords Studios Shares admitted to trading on AIM under ISIN code
GB00BBQ38507. Keywords Studios does not hold any ordinary shares in
treasury.
Disclaimer
The information contained herein does not
constitute an offer to sell, nor a solicitation of an offer to buy,
any security, and may not be used or relied upon in connection with
any offer or solicitation. Any offer or solicitation in respect of
EQT and EQT funds will be made only through a confidential private
placement memorandum and related documents which will be furnished
to qualified investors on a confidential basis in accordance with
applicable laws and regulations. The information contained herein
is not for publication or distribution to persons in the U.S. Any
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of
securities to be made in the U.S. would have to be made by means of
an offering document that would be obtainable from the issuer or
its agents and would contain detailed information about the issuer
of the securities and its management, as well as financial
information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.
The Acquisition will be subject to English law,
the jurisdiction of the Court, and the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the FCA,
the AIM Rules for Companies and the Registrar of
Companies.
General
Bidco reserves the right to elect, with the
consent of the Panel (where necessary) and subject to the terms of
the Cooperation Agreement, to implement the Acquisition by way of
an Offer as an alternative to the Scheme. In such an event, an
Offer will be implemented on substantially the same terms and
conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments to reflect the change in
method of effecting the Acquisition, including (without limitation
and subject to the terms of the Cooperation Agreement) an
acceptance condition set at 75 per cent. of Keywords Studios Shares
(or such lesser percentage as may be determined by Bidco in
accordance with the terms of the Cooperation Agreement). If the
Acquisition is effected by way of an Offer, and such an Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act
so as to acquire compulsorily the remaining Keywords Studios Shares
in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may
purchase Keywords Studios Shares otherwise than under any Offer or
the Scheme, including pursuant to privately negotiated
purchases.
NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IF YOU ARE IN
ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION YOU
SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT
FINANCIAL AND OTHER PROFESSIONAL ADVICE IMMEDIATELY FROM YOUR
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER FSMA IF YOU ARE
RESIDENT IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER
APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL
ADVISER.
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE
RELEASE
3
July 2024
RECOMMENDED FINAL CASH ACQUISITION
of
Keywords Studios Plc ("Keywords
Studios")
by
Houting UK Limited ("Bidco")
a newly formed company indirectly wholly-owned by EQT's BPEA Fund
VIII
to be effected by means of a scheme of
arrangement
under Part 26 of the UK Companies Act 2006
1
Introduction
The boards of Bidco
and Keywords Studios are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition of the
entire issued and to be issued ordinary share capital of Keywords
Studios by Bidco. The Acquisition is to be effected by means of a
scheme of arrangement under Part 26 of the Companies
Act.
2
The Acquisition
Under the terms of the
Acquisition, which shall be subject to the Conditions and further
terms set out in Appendix 1 to this Announcement and to be set out
in the Scheme Document, Keywords Studios Shareholders who are on
the register of members of Keywords Studios at the Scheme Record
Time shall be entitled to receive:
for each Keywords
Studios
Share
2,450 pence in cash
The Acquisition Price
per Keywords Studios Share represents a premium of
approximately:
· 66.7 per cent. to
the Closing Price of 1,470 pence per Keywords Studios Share on 17
May 2024 (being the last Business Day before the commencement of
the Offer Period);
· 96.1 per cent. to
the volume-weighted average price of 1,249 pence per Keywords
Studios Share for the one-month period ended 17 May 2024 (being the
last Business Day before the commencement of the Offer
Period);
· 87.1 per cent. to
the volume-weighted average price of 1,309 pence per Keywords
Studios Share for the three-month period ended 17 May 2024 (being
the last Business Day before the commencement of the Offer Period);
and
· 77.1 per cent. to
the volume-weighted average price of 1,383 pence per Keywords
Studios Share for the six-month period ended 17 May 2024 (being the
last Business Day before the commencement of the Offer
Period).
The Acquisition values the entire issued and to
be issued ordinary share capital of Keywords Studios at
approximately £2.1 billion on a fully diluted basis, and implies an
enterprise value of approximately £2.2 billion and a
multiple of approximately 15.9 times Keywords Studios' adjusted
EBITDA for the 12-month period ended 31 December 2023 of £139
million.
The
Acquisition Price is final and will not be increased, except that
Bidco reserves the right to increase the Acquisition Price where:
(i) there is an announcement of a possible offer or firm intention
to make an offer for Keywords Studios by any third party; or (ii)
the Panel otherwise provides its consent.
If any dividend, distribution, or other return
of capital or value is announced, declared, made or paid in respect
of Keywords Studios Shares on or after the date of this
Announcement, Bidco will reduce the Acquisition Price by the amount
of such dividend, distribution, or other return of
capital or value. Any such reduction shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Scheme or Acquisition. In such circumstances, the Keywords Studios
Shareholders will be entitled to retain any such dividend,
distribution and/or other return of capital or value.
The consideration payable to Keywords Studios
Shareholders under the terms of the Acquisition will be financed by
a combination of (i) equity capital to be invested by EQT, CPP
Investments, acting through its wholly-owned subsidiary CPPIB PHI4,
and Rosa Investments and (ii) debt financing.
The Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and the Keywords Studios General Meeting, together with the forms
of proxy, is expected to be published within 28 days of the date of
this Announcement unless otherwise agreed by the Panel, Bidco and
Keywords Studios.
3
Background to and reasons for the
Acquisition
EQT has a long and successful track record
investing in the services and global technology industries, working
alongside entrepreneurial management teams to accelerate growth in
global businesses and transform them into industry leaders. Since
the firm's founding thirty years ago, EQT funds have invested
US$33.7 billion in the services sector through investments across
88 companies, with 33 exits both through public listings and sales,
making EQT a leading services investor in the world. Over the
years, EQT funds have also invested US$37.0 billion in the global
technology sector, investing in 116 businesses, with 35 exits
through the public and private markets.
Bidco believes that, with the right additional
investment, there are significant opportunities for Keywords
Studios to increase the pace of its growth and fulfil its long-term
potential - evolving into a leading global full-scale integrated
gaming services provider. Keywords Studios is well placed to
succeed in this large, fragmented and growing global gaming
services market as an end-to-end player across the video games
value chain. In this context, Bidco believes growth can be
unlocked, at a greater pace, by expanding into adjacent media and
entertainment end-markets and fast-growing technologies. This would
enable Keywords Studios to build on its existing capabilities and
better meet changing customer demands for its services at the pace
they expect.
Bidco is supportive of Keywords Studios'
existing strategy and management team. Bidco can provide additional
capital to Keywords Studios' value accretive M&A strategy,
further expanding its global reach while drawing on its deep
technology domain expertise. EQT will also leverage its global
network to help Keywords Studios expand internationally.
Bidco believes that Keywords Studios will be
better able to fulfil its long-term growth potential in the private
markets. Keywords Studios' management team will be able to take a
longer-term view while delivering its strategy. The global gaming
services sector is characterised by constant change and innovation,
accelerated by the emergence of generative AI. Operating in the
private markets, coupled with additional capital, would enable
Keywords Studios to invest in innovation that is essential for it
to keep up with this pace of change and sustain its status as the
global gaming services market leader.
4
Keywords Studios Recommendation
The Keywords Studios Directors, who have been
so advised by Deutsche Numis and Robey Warshaw as to the financial
terms of the Acquisition, consider the terms of the Acquisition to
be fair and reasonable. In providing their advice to the Keywords
Studios Directors, Deutsche Numis and Robey Warshaw have taken into
account the commercial assessments of the Keywords Studios
Directors.
Accordingly, the Keywords Studios Directors
intend to unanimously recommend that Keywords Studios Shareholders
vote in favour of the Scheme at the Court Meeting and that Keywords
Studios Shareholders vote in favour of the resolutions to be
proposed at the Keywords Studios General Meeting (or
in the event the Acquisition is implemented by way of an Offer, to
accept or procure acceptance of such Offer), as the Keywords
Studios Directors who hold interests in Keywords Studios Shares
have irrevocably undertaken to do in respect of their own legal
and/or beneficial holdings which are under their control being, in
aggregate, 51,019 Keywords Studios Shares (representing
approximately 0.06 per cent. of Keywords Studios' issued ordinary
share capital on the Latest Practicable Date). Further details of
these undertakings, including the circumstances in which they cease
to be binding, are set out in Appendix 3 to this
Announcement.
Robey Warshaw is providing independent
financial advice to the Keywords Studios Directors for the purposes
of Rule 3 of the Takeover Code.
5
Background to and reasons for the
recommendation
Since its admission to AIM in July 2013,
Keywords Studios has become the trusted global solutions provider
to the world's leading video games and entertainment companies,
working with them across their full content development cycle, from
concept through to launch and beyond. The Company has an excellent
track-record of evolving the business to meet its clients' needs,
having transformed from a 100 per cent. localisation business at
IPO to a diversified portfolio with services across the video-games
life cycle.
Over the past decade, through both organic
growth and acquisitions, Keywords Studios' revenue has increased
from €16.4 million in 2013 to €780.4 million in 2023, and adjusted
EBITDA has increased from €2.7 million in 2013 to €158.3 million in
2023, representing compound annual growth rates of 47 per cent. and
50 per cent. respectively. Additionally, adjusted operating profits
have improved from €2.5 million in 2013 to €122.0 million in 2023,
and adjusted cash conversion in 2023 remained in excess of Keywords
Studios' medium term objective of 80 per cent., supporting Keywords
Studios' organic and inorganic growth ambitions.
Keywords Studios has continued to grow its
platform through selective, value accretive M&A and has scaled
its collection of connected studios from 5 in 2013 to over 70
studios in 2023 across 26 countries. 2023 represented another
successful year with M&A, consummating acquisitions for total
maximum consideration of €225 million, supported by Keywords
Studios' strong balance sheet and cash generation. Keywords Studios
is recognised as an acquirer of choice within the industry, and has
a track record of growing the businesses it has acquired to add
significant value for its shareholders.
While the Keywords Studios Directors expect the
continued execution of Keywords Studios' strategic objectives to
create significant value, the Keywords Studios Directors are also
mindful of the near-term challenges in the broader video games and
entertainment industries that have impacted recent growth, as well
as other longer-term uncertainties, many of which are beyond
Keywords Studios' control. On balance, the Keywords Studios
Directors believe that the long-term potential of the group, as a
market leading compounding growth business in a highly fragmented
industry, has not been entirely reflected in the price and
valuation rating of the Group's shares, which have fluctuated
significantly in the past twelve months.
Bidco's offer of 2,450 pence per Keywords
Studios Share followed numerous previous unsolicited proposals from
EQT in recent months and represents a significant increase from the
initial proposal. The Keywords Studios Directors note that the
terms of the Acquisition provide Keywords Studios Shareholders an
opportunity to crystallise the value of their holdings today at a
significant premium to the undisturbed share price as at 17 May
2024.
In considering the terms of the Acquisition and
determining whether they reflect an appropriate valuation of
Keywords Studios and its future prospects, the Keywords Studios
Directors have taken into account a number of factors, including
but not limited to:
· the significant
premium of approximately 66.7 per cent. to the Closing Price of
1,470 pence per Keywords Studios Share on 17 May 2024 (being the
last Business Day before the commencement of the Offer
Period);
· the approximately
87.1 per cent. premium to the volume-weighted average price of
1,309 pence per Keywords Studios Share for the three-month period
and approximately 77.1 per cent. premium to the volume-weighted
average price of 1,383 pence per Keywords Studios Share for the
six-month period ended 17 May 2024 (being the last Business Day
prior to the commencement of the Offer Period); and
· the opportunity
for Keywords Studios Shareholders to realise the entirety of their
current investment upfront for cash as compared to the
risk-adjusted returns that may be generated for Keywords Studios
Shareholders by executing on Keywords Studios' strategy over the
coming years.
In addition to the financial terms, the
Keywords Studios Directors have also taken into account the Bidco's
intentions concerning Keywords Studios' business, management team,
employees and other stakeholders of the Company (as detailed in
section 13). The Keywords Studios
Directors note the great importance Bidco attaches to the skill and
experience of Keywords Studios' management and employees who will
continue to be key to the success of Keywords Studios.
Accordingly, following careful consideration of
the above factors, the Keywords Studios Directors intend
unanimously to recommend that Keywords Studios Shareholders vote in
favour of the Scheme at the Court Meeting and that Keywords Studios
Shareholders vote in favour of the resolutions to be proposed at
the Keywords Studios General Meeting (or in the event the
Acquisition is implemented by way of an Offer, to accept or procure
acceptance of such Offer).
6
Irrevocable undertakings
and letters of intent
As described above, Bidco has received
irrevocable undertakings from the Keywords Studios Directors to
vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Keywords Studios General Meeting
in respect of those Keywords Studios Shares that they legally
and/or beneficially hold which are under their control, in
aggregate, representing approximately 0.06 per cent. of Keywords
Studios' issued ordinary share capital on the Latest Practicable
Date.
In addition to the irrevocable undertakings
from the Keywords Studios Directors described above, Bidco has
received letters of intent from Franklin Templeton and Pictet to
vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Keywords Studios General Meeting
in respect of 6,055,691 Keywords Studios Shares, representing
approximately 7.57 per cent. of Keywords Studios' issued ordinary
share capital on the Latest Practicable Date.
In total, therefore, Bidco has procured
irrevocable undertakings and letters of intent to vote, or procure
votes, in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Keywords Studios General Meeting
in respect of 6,106,710 Keywords Studios Shares, in aggregate,
representing approximately 7.64 per cent. of Keywords Studios'
issued ordinary share capital on the Latest Practicable
Date.
Further details of the irrevocable undertakings
and letters of intent described above, including the circumstances
in which they cease to be binding, are set out in Appendix
3.
7
Information on Bidco, EQT, CPP Investments and
Rosa Investments
Bidco is a newly formed private limited company
incorporated in England and Wales. In due course,
Bidco will be indirectly owned by EQT's BPEA Fund VIII, and equity
co-investors CPP Investments, acting through its wholly-owned
subsidiary CPPIB PHI4, and Rosa Investments. As at the Effective
Date, it is intended that Bidco will be owned in the following
proportions: (i) EQT's BPEA Fund VIII will indirectly own 51.0 per
cent. and (ii) each of CPPIB PHI4 and Rosa Investments will
indirectly own 24.5 per cent.
EQT is a global private markets investment
organisation focused on active ownership strategies. With a Nordic
heritage and a global mindset, EQT takes an active approach to
transforming companies. It works alongside management teams to
provide capital and expertise, drawing on its global network. Its
funds invest in portfolio companies, leveraging its deep sector
expertise and thirty years of experience to advance innovation and
growth. On average, over the past five years, EQT has seen double
digit growth in its portfolio companies underpinned by sources of
value creation including sales expansion, multiple expansion,
margin expansion and debt pay-down.
EQT was founded in Sweden over thirty years ago
with investment from the Wallenberg family, industrialists who are
leading owners of high-quality international companies with Swedish
roots, including Astra Zeneca, ABB and Ericsson. The Wallenberg
family's entrepreneurial mindset and philosophy of long-term
ownership has helped guide EQT's management philosophy, which is
underpinned by a set of strong values and a distinct corporate
culture.
EQT manages and advises funds and vehicles that
invest across the world with the mission to future-proof companies,
generate attractive returns and make a positive impact with
everything EQT does. EQT operates in more than 25 countries across
Asia Pacific, Europe and the Americas and has over 1,000 employees,
with a total AUM of €242bn* (Fee-generating AUM €132
billion).
EQT has a long and positive track record
investing in the services and global technology industries. EQT is
a leading services investor, with US$33.7 billion invested to date
into 88 services portfolio investments globally with 33 exits
across M&A and IPOs. EQT also has deep expertise investing in
technology globally. Over the years, EQT has invested US$37.0
billion into 116 technology portfolio investments globally with 35
exits through the public and private markets.
BPEA Fund VIII is part of EQT Private Capital
Asia's flagship private equity investment strategy, focused on
large-cap buyouts. In October 2022, EQT combined with BPEA and in
January 2024, BPEA rebranded as EQT and is known as EQT Private
Capital Asia. With US$11.2 billion in capital commitments, BPEA
VIII is one of the largest funds ever raised in Asia-Pacific. EQT
Private Capital Asia's buyout strategy targets control buyouts of
companies in the pan-Asian region or with business links to Asia
and takes a thematic approach to investing, focused on services,
technology and healthcare. Its core markets include India, Japan,
Korea, Southeast Asia and Australia, as well as cross-border
investments for which Asia represents a meaningful driver of
returns. Over the past 27 years, EQT Private Capital Asia has made
more than 140 investments, and today, the current portfolio employs
more than 400,000 people globally, with a strong focus on
tech-enabled businesses with global delivery footprints.
CPP Investments is a global professional
investment management organisation that invests the assets
transferred to it by the CPP that are not currently needed by the
CPP to pay current benefits in the best interests of 22 million
contributors and beneficiaries. CPP Investments was incorporated in
1997 and made its first investment in March 1999. In order to build
a diversified portfolio, CPP Investments invests in public
equities, private equities, real estate, infrastructure and fixed
income instruments. Headquartered in Toronto, with offices in Hong
Kong, London, Luxembourg, Mumbai, New York City, San Francisco, São
Paulo and Sydney, CPP Investments is governed and managed
independently of the CPP and at arm's length from the government of
Canada. As at March 31, 2024, CPP Investments had C$632.3 billion
(approximately £370 billion) assets under management, of which
C$26.2 billion (approximately £15 billion) is invested in the
UK. CPPIB PHI4 is a wholly-owned subsidiary of CPP
Investments, and is the entity through which CPP Investments will
invest in Bidco.
Rosa Investments is a private limited company
incorporated in Singapore and an indirect wholly-owned subsidiary
of Temasek. Rosa Investments is the entity through which Temasek
will invest in Bidco. Temasek is a global investment company with a
net portfolio value of S$382 billion (approximately £232 billion)
as at 31 March 2023. Founded in Singapore in 1974, Temasek operates
on commercial principles and invests thematically in line with long
term structural trends, with the aim of building a resilient and
forward looking portfolio that delivers sustainable returns over
the long term. Temasek has overall corporate credit ratings of
Aaa/AAA by rating agencies Moody's Investors Service and S&P
Global Ratings respectively. Headquartered in Singapore, Temasek
has 13 offices in 9 countries around the world: Beijing, Hanoi,
Mumbai, Shanghai, Shenzhen, and Singapore in Asia; and London,
Brussels, Paris, New York, San Francisco, Washington DC, and Mexico
City outside Asia.
8
Information on Keywords Studios
Keywords Studios is a global provider of fully
integrated creative and technology-enabled solutions to the video
games and entertainment industries. Established in 1998, and now
with over 70 facilities in 26 countries strategically located in
Asia, Australia, the Americas, and Europe, it provides services
across the entire content development life cycle through its
Create, Globalize and Engage divisions to a large blue-chip client
base across the globe.
Keywords Studios provides services to 24 of the
top 25 most prominent games companies and contributes to over 70
per cent. of the 2023 Game Awards winners. Across the games and
entertainment industry, clients include Activision Blizzard, Bandai
Namco, Bethesda, Electronic Arts, Epic Games, Konami, Microsoft,
Netflix, Riot Games, Square Enix, Supercell, TakeTwo, Tencent and
Ubisoft. Recent titles worked on include Starfield, Baldur's Gate
3, Diablo IV and Hogwarts Legacy.
Keywords Studios is a public limited company
registered in England and Wales. The Keywords Studios Shares are
currently admitted to trading on AIM, a market operated by the
London Stock Exchange.
9
Keywords Studios trading update
As set out in the Keywords Studios Group's full
year results, the Board is confident in delivering strong overall
revenue and profit growth in 2024, with performance expected to be
second half weighted as the sector emerges from the slower content
creation trends that are currently dampening industry spend and
therefore Keywords Studios Group growth.
The Keywords Studios Group has had a small
number of larger game development projects being deferred into H2
or cancelled, creating capacity gaps in Create which were unable to
be filled at short notice. This, together with ongoing softer
demand in Globalize and the relatively slow ramp-up in content
production in Hollywood, has meant that first half organic growth
is now expected to be slightly negative during H1. Reported revenue
is still expected to grow by around 7 per cent. in the first
half.
The Keywords Studios Group is, however,
increasingly seeing positive signs across the industry with spend
from larger clients continuing to grow strongly, and anticipates a
stronger recovery from the US strikes, which reinforces its
confidence in the second half performance. As a result, H2 organic
growth is expected to be around 10 per cent, in-line with our
medium-term guidance. The Board continues to be confident in the
Keywords Studios Group's ability to outperform the market and
deliver on its medium-term guidance.
The Keywords Studios Group continues to closely
manage costs, taking a broad range of cost actions, including the
restructuring of the go-to-market approach in Globalize set out at
the full year results, and expects full year margins to be around
15 per cent. Due to the timing of the cost saving programmes and
the reduction of volumes, H1 adjusted operating margins are
expected to be lower, with H2 margins strong, as the impact of the
cost savings programmes and pick-up in volumes flow
through.
The Keywords Studios Group continues to
actively pursue M&A opportunities and has a strong pipeline. It
has signed a number of letters of intent with high-quality
businesses, and recently completed the acquisition of a small game
development studio in Australia as it continues to build out its
offering there. The Keywords Studios Group is confident in its
ability to deploy in excess of €100m on value accretive M&A
this year.
10
Financing of the Acquisition
The cash consideration payable to Keywords
Studios Shareholders under the terms of the Acquisition will be
financed by:
i. equity to be
invested by investment vehicles managed by affiliates of EQT, CPP
Investments, acting through its wholly-owned subsidiary CPPIB PHI4,
and Rosa Investments and
ii. debt to be
provided under the Facilities Agreement.
It is expected that on or following the
Effective Date, certain of EQT's equity commitments will be
provided by equity co-investors in investment vehicles managed by
EQT (such co-investors would be passive and not be granted any
governance or control rights over Bidco or any member of the Bidco
Group or Keywords Studios Group).
J.P. Morgan Cazenove, as financial adviser to
Bidco, is satisfied that sufficient resources are available to
Bidco to satisfy in full the Acquisition Price payable to Keywords
Studios Shareholders under the terms of the Acquisition.
Further information on the
financing of the Acquisition will be set out in the Scheme
Document.
11
Acquisition-related Arrangements
Confidentiality Agreement
On 2 May 2024, BPEA Fund VIII Limited (an
affiliate of EQT) and Keywords Studios entered into a
Confidentiality Agreement in relation to the Acquisition, pursuant
to which, amongst other things, BPEA Fund VIII Limited has
undertaken to: (i) subject to certain exceptions, keep information
relating to Keywords Studios and the Acquisition confidential and
not to disclose it to third parties; and (ii) use such confidential
information only in connection with the Acquisition. These
confidentiality obligations will remain in force until the earlier
of (a) completion of the Acquisition and (b) 2 May 2026. The
Confidentiality Agreement also contains customary standstill and
non-solicitation undertakings.
Each of Temasek Capital Management
and CPP Investments entered into a joinder agreement to the
Confidentiality Agreement, dated 8 May 2024 and 7 May 2024
respectively, in which they agreed to be bound by the
Confidentiality Agreement.
Clean Team and Joint Defence
Agreement
Keywords Studios, BPEA Fund VIII Limited and
their respective external legal counsel entered into a Clean Team
and Joint Defence Agreement, dated 21 May 2024, which was amended
and restated to add Temasek Capital Management and its external
legal counsel as parties on 18 June 2024. The purpose of the
agreement is to ensure that the exchange or disclosure of certain
materials relating to the parties and in relation, in particular,
to the regulatory and antitrust workstreams, only takes place
between their respective external legal counsel and external
experts, and does not diminish in any way the confidentiality of
such materials and does not result in a waiver of privilege, right
or immunity that might otherwise be available.
Cooperation Agreement
On 3 July 2024, a Cooperation Agreement was
entered into by Keywords Studios and Bidco, pursuant to which,
among other things: (i) Bidco has agreed to take all required or
necessary steps to promptly obtain the clearances and approvals
necessary and/or expedient to satisfy certain regulatory conditions
as soon as reasonably practicable and in any event, in sufficient
time to enable the Effective Date to occur by the Long Stop Date;
(ii) Bidco and Keywords Studios have agreed to certain undertakings
to co-operate in relation to such clearances and approvals; (iii)
Bidco has agreed to provide Keywords Studios with certain
information for the purposes of the Scheme Document and to
otherwise assist Keywords Studios with the preparation of the
Scheme Document; (iv) Bidco has agreed to take all such steps as
are permissible by the Takeover Code and applicable law and are
within its power that are necessary to implement the Acquisition in
accordance with, and subject to the Takeover Code and the terms and
conditions set out in, the Cooperation Agreement, this Announcement
and the Scheme Document; and (v) Bidco and Keywords Studios have
agreed to certain provisions if the Scheme should switch to an
Offer. The Cooperation Agreement also contains provisions that will
apply in respect of employee-related matters, the Keywords Studios
Share Plans and any other Keywords Studios Shares that may be
issued pursuant to existing contractual agreements.
The Cooperation Agreement can be terminated in
a number of customary circumstances, including (subject to certain
exceptions): (i) if Bidco and Keywords Studios agree in writing to
terminate the Cooperation Agreement; (ii) if the Effective Date has
not occurred on or before the Long Stop Date; (iii)
if, prior to the Long Stop Date, any Condition becomes incapable of
satisfaction (in circumstances where the invocation of the relevant
Condition is permitted by the Panel); (iv) at Bidco's election, if
the Keywords Studios Directors withdraw, adversely modify or
qualify the recommendation provided in this Announcement and at
such time no third party has announced a firm intention to make an
offer or a revised offer (whether or not subject to the
satisfaction or waiver of any pre-conditions) and no possible offer
announcement under Rule 2.4 of the Takeover Code has been announced
in relation to Keywords Studios in respect of any possible offer by
a third party; or (v) if the Acquisition, with the permission of
the Panel, is withdrawn or lapses in accordance with its terms
prior to the Long Stop Date (other than in certain limited
circumstances).
Bid Conduct Agreement
Bidco, Houting TopCo B.V., BPEA Fund VIII
Limited, CPPIB PHI4, and Rosa Investments have entered into the Bid
Conduct Agreement, pursuant to which they have agreed certain
principles in accordance with which they intend to cooperate in
respect of the Acquisition.
The terms of the Bid Conduct Agreement include
an agreement not to pursue a competing proposal to the Acquisition
with respect to Keywords Studios or take any action to frustrate
the Acquisition or directly or indirectly solicit, encourage or
otherwise facilitate any enquiries or the making of any offer or
proposal by a third party to make a competing proposal to the
Acquisition, in each case for so long as the Bid Conduct Agreement
is in force.
The Bid Conduct Agreement will terminate in
certain circumstances, including at such time as the Acquisition is
withdrawn or lapses; at such time as a competing bid in relation to
Keywords Studios becomes effective or unconditional in all
respects; or at such time as the parties thereto mutually
agree.
12
Disclosure of interests in Keywords
Studios
Except for the irrevocable undertakings
referred to in paragraph 6 above and Appendix 3, as at the close of
business on the Latest Practicable Date, neither
Bidco, nor any of its directors, nor, so far as Bidco is
aware, any person treated as acting in concert (within the meaning
of the Takeover Code) with it for the purposes of the
Acquisition: (i) had any interest in or right to subscribe for or
had borrowed or lent any Keywords Studios Shares or securities
convertible or exchangeable into Keywords Studios Shares, or (ii)
had any short positions in respect of relevant securities of
Keywords Studios (whether conditional or absolute and whether in
the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery, or
(iii) has borrowed or lent any relevant securities of Keywords
Studios (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code) save for any borrowed shares which have been either
on-lent or resold, or (iv) is a party to any dealing arrangement of
the kind referred to in Note 11 on the definition of acting in
concert in the Takeover Code.
13
Directors, management, employees, pensions,
research and development and locations
Bidco's strategic plans for Keywords
Studios
EQT has an extensive history of partnering with
management teams to future-proof businesses and create value for
all stakeholders. As set out in paragraph 3, Bidco believes that
Keywords Studios is a leading end-to-end gaming services provider,
well placed to evolve into a leading integrated provider, with a
clear vision led by an experienced and strong management
team.
Bidco believes that the successful execution of
Keywords Studios' strategy can be enhanced. Private ownership can
allow access to additional capital and resources to accelerate the
longer-term potential of the Keywords Studios Group.
Prior to this Announcement, consistent with
market practice, Bidco was granted access to Keywords Studios'
senior management for the purposes of confirmatory due diligence.
Whilst this has been sufficient to formulate its intention to
support Keywords Studios' ongoing strategy following completion of
the Acquisition, Bidco will work with Keywords Studios management
to evolve the strategy.
Therefore, following the Acquisition
becoming Effective, Bidco intends to work with Keywords Studios'
management to undertake an in-depth review of the business and
operations of the Keywords Studios Group. Bidco expects that this
evaluation will be completed within
approximately six months from the Effective Date. In addition to
improving Bidco's understanding of the business, its evaluation
will include:
· evaluating opportunities to deepen relationships with Keywords
Studios' customers and leverage Keywords Studios' strength across
the gaming services value chain; and
· assessing opportunities that will support Keywords Studios'
growth ambitions and overall strategy, particularly in Keywords
Studios' potential for further geographical expansion.
Immediately following completion of the
Acquisition, Bidco will focus on continuing to
invest in Keywords Studios' end-to-end capabilities, quality of
service and technological innovation that would enable Keywords
Studios to be at the forefront of the quickly evolving
industry.
Employees and management
Bidco attaches great importance to the skill
and experience of Keywords Studios' management and employees and
recognises that the employees and management of Keywords Studios
have been and will continue to be key to the continued success of
the Keywords Studios Group.
Once Keywords Studios ceases to be a company
whose shares are traded on AIM, as is customary, a very limited
number of traded company-related functions may be reduced to
reflect Keywords Studios' new status as a private company. This may
lead to a very limited reduction in the headcount of the Keywords
Studios Group in respect of employees currently fulfilling such
traded company-related functions. Bidco confirms that its intention
is for any individuals impacted to be treated in a manner
consistent with Keywords Studios' high standards, culture and
practices, including, where possible and appropriate offering
affected individuals alternative roles within the Keywords Studios
Group.
Other than as described above and as consistent
with Keywords Studios management's current plans, Bidco does not
intend to initiate any other material reductions to the Keywords
Studios Group's headcount or changes to the conditions of
employment or the balance of skills and functions of the employees
and management of the Keywords Studios Group.
It is intended that, with effect
from the Effective Date and once Keywords Studios becomes a private
company, each of the Non-Executive Directors of Keywords Studios
shall resign from their office.
Existing employment rights and
pensions
Bidco confirms that, following the Acquisition
becoming Effective, the existing contractual and statutory
employment rights, including pension rights, of all Keywords
Studios management and employees will be fully safeguarded in
accordance with applicable law.
Bidco does not intend to make any changes to
the current employer pension arrangements. In line with statutory
requirements in France, Italy and India, Keywords Studios is
required to maintain employee defined benefit termination payment
schemes. Elsewhere, Bidco intends to maintain employee defined
contribution schemes.
Headquarters, locations, fixed assets and
research and development
Following the Acquisition becoming Effective,
Bidco intends that Keywords Studios will continue to operate as a
standalone business.
Other than as described above,
Bidco has no intention to initiate any change in the
locations of Keywords Studios' fixed assets or places of business.
Bidco also has no intention to change the location or functions of
Keywords Studios' headquarters in Dublin, other than in respect of
the public company-related functions as described above. Bidco
intends for Keywords Studios to maintain a level of expenditure on
research and development which is at least consistent with past
practice since it believes this function in particular will
be a key driver of innovation and growth.
Trading facilities
Keywords Studios Shares are currently admitted
to trading on AIM. As set out in paragraph 16, subject to the
Scheme becoming Effective, an application will be made to the
London Stock Exchange to cancel the admission to trading of
Keywords Studios Shares on AIM and steps will be taken to
re-register Keywords Studios as a private company.
Management incentivisation
arrangements
As noted above, Bidco attaches great importance
to the skills, experience and expertise of the existing employees
of Keywords Studios. Whilst there have been limited discussions
with Keywords Studios senior management regarding common market
practice in this area, no terms have been agreed. Bidco expects to
put in place certain incentive arrangements for the management of
Keywords Studios following the Effective Date and for the retention
of key employees.
No statements in this paragraph
13 constitute "post-offer undertakings" for the
purpose of Rule 19.5 of the Takeover Code.
14
Keywords Studios Share Plans
Participants in the Keywords Studios Share
Plans will be contacted regarding the effect of the Acquisition on
their rights under the Keywords Studios Share Plans and provided
with further details concerning the proposals that will be made to
them in due course. A summary of the effect of the Acquisition on
and its impact in relation to, the operation of the Keywords
Studios Share Plans, is set out in Appendix 4. Further details
about the proposals will be included in the Scheme Document (or,
where relevant, the offer document) and in separate letters to be
sent to participants in the Keywords Studios Share
Plans.
15
Scheme process
It is intended that the Acquisition will be
effected by means of a Court-sanctioned scheme of
arrangement between Keywords Studios and Scheme
Shareholders under Part 26 of the Companies Act.
The Acquisition is subject to the Conditions
and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions to be set out in
the Scheme Document, and will only become Effective if, among other
things, the following events occur on or before the Long Stop Date
(or such later date as Bidco and Keywords Studios may, with the
consent of the Panel, agree and, if required, the Court may
approve):
(i) the
approval of a majority in number of the Scheme Shareholders present
and voting (and entitled to vote), either in person or by proxy, at
the Court Meeting (or any adjournment thereof), representing not
less than 75 per cent. in value of the Scheme Shares held
by such Scheme Shareholders;
(ii) the
resolution(s) necessary to approve and implement the Scheme as set
out in the notice of the Keywords Studios General Meeting
(including, without limitation, the special resolution(s) to be
specified therein) being passed by the requisite majority or
majorities of Keywords Studios Shareholders at the Keywords Studios
General Meeting (or any adjournment thereof);
(iii) following
the Court Meeting and the Keywords Studios General Meeting and
satisfaction and/or waiver (where applicable) of the other
Conditions, the Scheme is sanctioned by the Court (with or without
modification but subject to any modification being on terms
acceptable to Keywords Studios and Bidco); and
(iv) following
the sanction of the Scheme by the Court, the delivery of a copy of
the Court Order to the Registrar of Companies.
The Conditions in paragraphs 1 and 2 of
Appendix 1 to this Announcement provide that the Scheme will lapse
(under the authority of Rule 13.5(b) of the Takeover Code)
if:
· the Court Meeting
and the Keywords Studios General Meeting are not held on or before
the 22nd day after the expected date of such meetings as
set out in the Scheme Document in due course (or such later date
(if any) as Bidco may specify, with the agreement of Keywords
Studios or, in a competitive situation, with the consent of the
Panel, and the approval of the Court if such approval is
required);
· the Sanction
Hearing to approve the Scheme is not held on or before the
22nd day after the expected date of the Sanction Hearing
as set out in the Scheme Document (or such later date (if any) as
Bidco may specify, with the agreement of Keywords Studios or, in a
competitive situation, with the consent of the Panel, and the
approval of the Court if such approval is required); or
· the Scheme does
not become Effective by 11.59 pm on the Long Stop Date (or such
later date as Bidco and Keywords Studios may, with the consent of
the Panel, agree and (if required) the Court may allow).
The deadlines for the timing of the Court
Meeting, the Keywords Studios General Meeting and the Sanction
Hearing as set out above may be waived by Bidco or amended to such
later date as Bidco may specify with the agreement of Keywords
Studios or, in a competitive situation, with the consent of the
Panel, and the approval of the Court if such approval is
required.
If any Condition in paragraph 2 of Part A of
Appendix 1 to this Announcement is not capable of being satisfied
by the date specified therein, Bidco shall make an announcement
through a Regulatory Information Service as soon as practicable
and, in any event, by not later than 8.00 a.m. on the Business Day
following the date so specified, stating whether Bidco has invoked
that Condition, (where applicable) waived that Condition or, with
the agreement of Keywords Studios, or, in a competitive situation,
with the consent of the Panel, specified a new date by which that
Condition must be satisfied.
Once the necessary approvals from Keywords
Studios Shareholders have been obtained and the other Conditions
have been satisfied or (where applicable) waived and the Scheme has
been approved by the Court, the Scheme will become Effective upon
delivery of a copy of the Court Order to the Registrar of
Companies. Subject to the satisfaction of the Conditions, the
Scheme is expected to become Effective in the fourth quarter of
2024.
Upon the Scheme becoming Effective: (i) it will
be binding on all Keywords Studios Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or the
Keywords Studios General Meeting (and if they attended and voted,
whether or not they voted in favour); and (ii) share certificates
in respect of Keywords Studios Shares will cease to be valid and
entitlements to Keywords Studios Shares held within the CREST
system will be cancelled. In accordance with the applicable
provisions of the Takeover Code, the consideration for the transfer
of the Scheme Shares to Bidco will be despatched no later than 14
days after the Effective Date.
Any Keywords Studios Shares issued before the
Scheme Record Time will be subject to the terms of the Scheme. The
resolution(s) to be proposed at the Keywords Studios General
Meeting will, among other things, provide that the Articles be
amended to incorporate provisions requiring any Keywords Studios
Shares issued after the Scheme Record Time (other than to Bidco
and/or its nominees) to be automatically transferred to Bidco on
the same terms as the Scheme (other than terms as to timings and
formalities). The provisions of the Articles (as amended) will
avoid any person (other than Bidco and its nominees) holding
Keywords Studios Shares after the Effective Date.
Further details of the Scheme, including
expected times and dates for each of the Court Meeting, the
Keywords Studios General Meeting, and the Sanction Hearing,
together with notices of the Court Meeting and the Keywords Studios
General Meeting, will be set out in the Scheme Document. It is
expected that the Scheme Document and the Forms of Proxy
accompanying the Scheme Document will be published as soon as
practicable and in any event within 28 days of this Announcement
(or such later date as Bidco and Keywords Studios may, with the
consent of the Panel, agree and, if required, the Court may
approve).
16
Dividends
If any dividend or distribution is announced,
declared, made or paid in respect of Keywords Studios Shares on or
after the date of this Announcement, Bidco will reduce the
Acquisition Price by the amount of such dividend or other
distribution. If any such dividend or distribution is paid after
the date of this Announcement and the Acquisition Price is so
reduced, Keywords Studios Shareholders will be entitled to retain
any such dividend or other distribution and any reference in this
Announcement to the consideration payable under the Scheme shall be
deemed to be a reference to the consideration as so
reduced.
The Acquisition Price will not be reduced in
circumstances where the Keywords Studios Shares are or will be
acquired pursuant to the Scheme on a basis which entitles Bidco to
receive a dividend or other distribution in respect of its Keywords
Studios Shares after the Scheme has become Effective and to retain
such dividend or other distribution.
17
Cancellation of admission to trading on AIM and
re-registration
Prior to the Scheme becoming Effective,
Keywords Studios will make an application for the cancellation of
trading of the Keywords Studios Shares on AIM, in each
case to take effect from or shortly after the Effective
Date.
The last day of dealings in Keywords Studios
Shares on AIM is expected to be the Business Day immediately prior
to the Effective Date and no transfers will be registered after
6.00 p.m. on that date.
On the Effective Date, share certificates in
respect of Keywords Studios Shares shall cease to be valid and
entitlements to Keywords Studios Shares held within the CREST
system shall be cancelled.
It is also proposed that, following the
Effective Date and after the cancellation of trading of the
Keywords Studios Shares on AIM, Keywords Studios will be
re-registered as a private limited company.
18
Documents available on website
Copies of the following documents shall be made
available on Keywords Studios' website, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions at
https://www.keywordsstudios.com/en/investors/investors-home/potential-offer
and in any event no later than noon on the Business Day
following this Announcement, until the end of the
Acquisition:
· this
Announcement;
· the irrevocable
undertakings listed in Appendix 3 to this Announcement;
· the
Confidentiality Agreement and Joinder Agreements;
· the Cooperation
Agreement;
· the Clean Team
and Joint Defence Agreement;
· the Bid Conduct
Agreement;
· the documents
relating to the financing of the Acquisition referred to in
paragraph 10 above; and
· the consent
letters from each of Deutsche Numis, Robey Warshaw and J.P. Morgan
Cazenove to being named in this Announcement.
Neither the content of the website referred to
in this Announcement, nor any website accessible from hyperlinks,
is incorporated into or forms part of this Announcement.
19
General
Bidco reserves the right to elect, with the
consent of the Panel (where necessary) and subject to the terms of
the Cooperation Agreement, to implement the Acquisition by way of
an Offer as an alternative to the Scheme. In such an event, an
Offer will be implemented on substantially the same terms and
conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments to reflect the change in
method of effecting the Acquisition, including (without limitation
and subject to the terms of the Cooperation Agreement) an
acceptance condition set at 75 per cent. of Keywords Studios Shares
(or such lesser percentage as may be determined by Bidco in
accordance with the terms of the Cooperation Agreement).
The Acquisition will be made subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and to be set out in the Scheme Document. The bases
and sources of certain financial information contained in this
Announcement are set out in Appendix 2 to this Announcement. A
summary of the irrevocable undertakings and letters of intent given
in relation to the Acquisition is contained in Appendix 3 to this
Announcement. Appendix 4 contains a summary of proposals in
relation to the Keywords Studios Share Schemes. The details of the
Keywords Studios Profit Forecast included in Appendix 5. Certain
terms used in this Announcement are defined in Appendix 6 to this
Announcement.
Deutsche Numis, Robey Warshaw and J.P. Morgan
Cazenove have each given and not withdrawn their
consent to the publication of this Announcement with the inclusion
herein of the references to their names in the form and context in
which they appear.
Enquiries:
EQT
|
|
J.P. Morgan
Cazenove (Financial Adviser to Bidco)
Dwayne Lysaght / Jonty Edwards /
Edward Hatter
|
+44 (0) 20
3493 8000
|
FGS
Global (PR Adviser to EQT and Bidco)
Faeth Birch / Amanda Healy / Sophia
Johnston
|
+44 (0) 20
7251 3801
EQT-LON@fgsglobal.com
|
Keywords Studios Plc
Giles Blackham, Director of Investor
Relations
|
via
Deutsche Numis / Robey Warshaw
|
Deutsche Numis
(Joint Financial Adviser, NOMAD and Joint Corporate Broker to
Keywords Studios)
Stuart Skinner / Alec Pratt /
William Baunton / Alexander Kladov
|
+44 (0) 20
7260 1000
|
Robey Warshaw
LLP (Joint Financial Adviser to Keywords Studios)
Simon Robey / Daniel
Zumbuehl
|
+44 (0) 20
7317 3900
|
MHP
Group (PR Adviser to Keywords Studios)
Katie Hunt / Eleni Menikou / Charles
Hirst
|
+44 (0) 20 3128 8100
keywords@mhpgroup.com
|
DLA Piper UK LLP is acting as legal adviser to
Keywords Studios in connection with the Acquisition.
Simpson Thacher & Bartlett LLP is acting as
legal adviser to EQT and Bidco. Kirkland & Ellis is acting as
finance counsel to EQT and Houting B.V. Freshfields Bruckhaus
Deringer LLP is acting as legal adviser to CPP
Investments.
Allen Overy Shearman Sterling is acting as
finance counsel to the Arranger (as defined in the Facilities
Agreement).
Important Notices
J.P. Morgan Securities plc, which conducts its
UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority ("PRA") and
regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as
financial adviser exclusively for Bidco and no one else in
connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to herein.
Numis Securities Limited (trading as
"Deutsche Numis"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"),
is acting exclusively for Keywords Studios as joint financial
advisor, NOMAD and joint corporate broker 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.
Further Information
This Announcement is for information purposes only
and is not intended to, and does not, constitute, or form part of,
an offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Keywords
Studios in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely pursuant to the terms of the
Scheme Document (or, if the Acquisition is implemented by way of an
Offer, the offer document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any vote in respect of the Scheme or
other response in relation to the Acquisition should be made only
on the basis of the information contained in the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the
offer document).
This Announcement does not constitute a prospectus,
prospectus equivalent document or exempted document.
This Announcement contains inside information in
relation to Keywords Studios for the purposes of Article 7 of the
Market Abuse Regulation. The person responsible for arranging the
release of this Announcement on behalf of Keywords Studios is Gavin
White, Company Secretary. Keywords Studios' Legal Entity Identifier
is 2138007VR9ZYCWS7VE12.
If you are in any
doubt about the contents of this Announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriately authorised independent financial
adviser.
Overseas Shareholders
The release, publication or distribution of this
Announcement in or into jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK should inform themselves
of, and observe, any applicable legal or regulatory requirements.
Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared in accordance with and for the
purpose of complying with English law, the Takeover Code, the
Market Abuse Regulation, the AIM Rules for Companies and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Keywords
Studios Shareholders who are not resident in and citizens of the UK
may be affected by the laws of the relevant jurisdictions in which
they are located or of which they are citizens. Persons who are not
resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
UK to vote their Keywords Studios Shares with respect to the Scheme
at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws
of the relevant jurisdictions in which they are located. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the offer document).
Unless otherwise determined by Bidco or required by
the Takeover Code, and permitted by applicable law and regulation,
the Acquisition will not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Scheme by any such use, means, instrumentality or
from within a Restricted Jurisdiction or any other jurisdiction if
to do so would constitute a violation of the laws of that
jurisdiction. Copies of this Announcement and any formal
documentation relating to the Acquisition 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, without
limitation, agents, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
Further details in relation to Overseas Shareholders
will be included in the Scheme Document (or, if the Acquisition is
implemented by way of an Offer, the offer document).
Notice to U.S. Keywords Studios Shareholders
The Acquisition relates to the shares of an English
company and is being made by means of a scheme of arrangement
provided for under the laws of England and Wales. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer or proxy solicitation rules under the U.S. Securities
Exchange Act of 1934 ("U.S.
Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the UK to
schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation
rules.
The financial information included in this
Announcement has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be
comparable to financial information of U.S. companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Acquisition may, in certain circumstances,
instead be carried out by way of an Offer under the laws of England
and Wales. If, in the future, Bidco exercises its right,
with the consent of the Panel (if required), to implement the
Acquisition by way of an Offer, such Offer will be made in
compliance with the applicable U.S. laws and regulations,
including any applicable exemptions under the U.S. Exchange Act.
Such a takeover would be made in the United States by Bidco and no
one else.
In the event that the Acquisition is
implemented by way of an Offer, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act,
Bidco, certain affiliated companies or their nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Keywords Studios Shares
outside of the U.S., other than pursuant to the Acquisition, until
the date on which the Acquisition becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website, www.londonstockexchange.com.
Also, in accordance with Rule 14e-5(b) of the U.S. Exchange Act,
Deutsche Numis and J.P. Morgan Cazenove will continue to act as
exempt principal traders in Keywords Studios Shares on the London
Stock Exchange.
It may be difficult for U.S. holders of
Keywords Studios Shares to enforce their rights and any claim
arising out of the U.S. federal laws, since Bidco and Keywords
Studios are organized under the laws of a non-U.S. jurisdiction,
some or all of their respective officers and directors may be
residents of a non-U.S. jurisdiction and most of their respective
assets are located outside of the United States. U.S. holders of
Keywords Studios Shares may not be able to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws. Further, it may be difficult to compel a
non-U.S. company and its affiliates to subject themselves to a U.S.
court's judgement.
U.S. Keywords Studios Shareholders also should be
aware that the transaction contemplated herein may have tax
consequences in the U.S. and, that such consequences, if any, are
not described herein. U.S. Keywords Studios Shareholders are urged
to consult with legal, tax and financial advisers in connection
with making a decision regarding this transaction.
Forward Looking Statements
This Announcement (including information incorporated
by reference in this Announcement), oral statements made regarding
the Acquisition, and other information published by Bidco and
Keywords Studios contain statements which are, or may be deemed to
be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and Keywords Studios about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this
Announcement include statements relating to the expected effects of
the Acquisition on Bidco and Keywords Studios (including their
future prospects, developments and strategies), the expected timing
and scope of the Acquisition and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"prepares", "plans", "expects" or "does not expect", "is expected",
"is subject to", "budget", "projects", "synergy", "strategy",
"scheduled", "goal", "estimates", "forecasts", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Bidco's,
Keywords Studios', any member of the Bidco Group's or any member of
the Keywords Studios Group's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of global
economic conditions and governmental regulation on Bidco's,
Keywords Studios', any member of the Bidco Group's or any member of
the Keywords Studios Group's business.
Although Bidco and Keywords Studios believe that the
expectations reflected in such forward-looking statements are
reasonable, Bidco and Keywords Studios can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the
ability to complete the Acquisition; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction
of other Conditions on the proposed terms and schedule; changes in
the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
changes in the anticipated benefits from the Acquisition not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco Group and Keywords
Studios Group operate, weak, volatile or illiquid capital and/or
credit markets, changes in tax rates, interest rate and currency
value fluctuations, the degree of competition in the geographic and
business areas in which Bidco Group and Keywords Studios Group
operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor Keywords Studios, nor any
of their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings
and synergies related to future actions and circumstances, by their
nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Due to
the scale of the Keywords Studios Group, there may be additional
changes to the Keywords Studios Group's operations. As a result,
and given the fact that the changes relate to the future, the
resulting cost synergies may be materially greater or less than
those estimated.
Other than in accordance with their legal or
regulatory obligations, neither Bidco nor Keywords Studios is under
any obligation, and Bidco and Keywords Studios expressly disclaim
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Profit Estimates or
Quantified Financial Benefit Statements
The Keywords Studios Profit Forecast is a
profit forecast for the purposes of Rule 28 of the Takeover Code.
As required by Rule 28.1 of the Takeover Code, the assumptions on
which the Keywords Studios Profit Forecast is stated are set out in
Appendix 5 of this announcement.
Other than the Keywords Studios Profit
Forecast, no statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for Keywords Studios for the current or future financial years
would necessarily match or exceed the historical published earnings
or earnings per share for Keywords Studios.
Disclosure Requirements of the
Takeover Code
Under Rule 8.3(a) of the
Takeover Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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
Takeover Code, any person who is, or becomes,
interested in 1 per cent. 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,
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 p.m. (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
http://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. If you are in
any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Electronic Communications
Please be aware that addresses, electronic
addresses and certain information provided by Keywords Studios
Shareholders, persons with information rights and other relevant
persons for the receipt of communications from Keywords Studios may
be provided to Bidco during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard
Copies
A copy of this Announcement and the documents
required to be published by Rule 26 of the Takeover Code shall be
made available subject to certain restrictions relating to persons
resident in Restricted Jurisdictions on Keywords Studios' website
at
https://www.keywordsstudios.com/en/investors/investors-home/potential-offer
by no later than 12 noon (London time) on the Business Day
following the date of this Announcement. For the avoidance of
doubt, the contents of the websites referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.
In accordance with Rule 30.3 of the Takeover
Code, Keywords Studios Shareholders, persons with information
rights and participants in the Keywords Studios Share Plans may
request a hard copy of this Announcement by contacting Gavin White,
Company Secretary during business hours on +44 (0) 7881 330263 or
by submitting a request in writing to Keywords Studios Plc, 4th
Floor, 110 High Holborn, London, WC1V 6JS. In accordance with Rule
30.3 of the Takeover Code, a person so entitled may also request
that all future documents, announcements and information in
relation to the Acquisition should be sent to them in hard copy
form. If you have received this Announcement in electronic form or
via a website notification, hard copies of this Announcement and
any document or information incorporated by reference into this
document will not be provided unless such a request is
made.
Rounding
Certain figures included in this Announcement
have been subjected to rounding adjustments. Accordingly, figures
shown for the same category presented in different tables may vary
slightly and figures shown as totals in certain tables may not be
an arithmetic aggregation of the figures that precede
them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover
Code, Keywords Studios confirms that as at the date of this
Announcement, it has in issue 79,963,864 Keywords Studios Shares
admitted to trading on AIM under ISIN code GB00BBQ38507. Keywords
Studios does not hold any ordinary shares in treasury.
Disclaimer
The information contained herein does not
constitute an offer to sell, nor a solicitation of an offer to buy,
any security, and may not be used or relied upon in connection with
any offer or solicitation. Any offer or solicitation in respect of
EQT and EQT funds will be made only through a confidential private
placement memorandum and related documents which will be furnished
to qualified investors on a confidential basis in accordance with
applicable laws and regulations. The information contained herein
is not for publication or distribution to persons in the U.S. Any
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold without registration thereunder or
pursuant to an available exemption therefrom. Any offering of
securities to be made in the U.S. would have to be made by means of
an offering document that would be obtainable from the issuer or
its agents and would contain detailed information about the issuer
of the securities and its management, as well as financial
information. The securities may not be offered or sold in the U.S.
absent registration or an exemption from registration.
The Acquisition will be subject to English law,
the jurisdiction of the Court, and the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the FCA,
the AIM Rules for Companies and the Registrar of
Companies.
General
Bidco reserves the right to elect, with the
consent of the Panel (where necessary) and subject to the terms of
the Cooperation Agreement, to implement the Acquisition by way of
an Offer as an alternative to the Scheme. In such an event, an
Offer will be implemented on substantially the same terms and
conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments to reflect the change in
method of effecting the Acquisition, including (without limitation
and subject to the terms of the Cooperation Agreement) an
acceptance condition set at 75 per cent. of Keywords Studios Shares
(or such lesser percentage as may be determined by Bidco in
accordance with the terms of the Cooperation Agreement). If the
Acquisition is effected by way of an Offer, and such an Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received, Bidco intends to exercise its rights to
apply the provisions of Chapter 3 of Part 28 of the Companies Act
so as to acquire compulsorily the remaining Keywords Studios Shares
in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may
purchase Keywords Studios Shares otherwise than under any Offer or
the Scheme, including pursuant to privately negotiated
purchases.
APPENDIX 1
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A:
Conditions to the Scheme and Acquisition
1.
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop
Date.
Conditions of the Scheme
2.
The Scheme will be subject to the following
Conditions:
(a) (i)
its approval by a majority in number of Scheme Shareholders
representing not less than 75 per cent. in value of
Scheme Shares held by Scheme Shareholders who are on the register
of members of Keywords Studios (or the relevant class or classes
thereof, if applicable) at the Voting Record Time, present and
voting, whether in person or by proxy, at the Court Meeting and at
any separate class meeting which may be required (or any
adjournment thereof), and (ii) such Court Meeting (and any separate
class meeting, if applicable) and any adjournment thereof being
held on or before the 22nd day after the expected date of the Court
Meeting to be set out in the Scheme Document in due course (or such
later date (if any) as Bidco may specify, with the agreement of
Keywords Studios or, in a competitive situation, with the consent
of the Panel, and the approval of the Court if such approval is
required);
(b) (i)
the resolution(s) being duly passed by the requisite majority or
majorities at the Keywords Studios General Meeting (or any
adjournment thereof); and (ii) such Keywords Studios General
Meeting and any adjournment thereof being held on or before the
22nd day after the expected date of the Keywords Studios General
Meeting to be set out in the Scheme Document in due course (or such
later date (if any) as Bidco may specify, with the agreement of
Keywords Studios or, in a competitive situation, with the consent
of the Panel, and the approval of the Court if such approval is
required);
(c) (i)
the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to
Bidco and Keywords Studios)); and (ii) the Sanction Hearing being
held on or before the 22nd day after the expected date of the
Sanction Hearing to be set out in the Scheme Document in due course
(or such later date (if any) as Bidco may specify, with the
agreement of Keywords Studios or, in a competitive situation, with
the consent of the Panel, and the approval of the Court if such
approval is required); and
(d) the
delivery of a copy of the Court Order to the Registrar of
Companies.
General Conditions
3.
In addition, subject as stated in Part B of this Appendix 1,
the Acquisition will be conditional upon the following Conditions
and, accordingly, the Court Order will not be delivered to the
Registrar of Companies unless the following Conditions (as amended
if appropriate) have been satisfied or, where relevant,
waived:
Antitrust
United
Kingdom
3.1
the CMA:
(a)
as at the date on which all other Conditions are
satisfied or waived (with the exception of the Conditions set out
in paragraphs 1 and 2(c) and 2(d) of Part A of this Appendix 1),
having confirmed to Bidco in writing that it does not intend to
request further information and not having:
(i)
commenced a Phase 1 review by indicating that the statutory review
period in which the CMA has to decide whether to make a reference
under section 34ZA of the Enterprise Act 2002 (as amended) has
begun; or
(ii)
indicated that it will commence such a review (including, for the
avoidance of doubt, by providing the option of submitting a merger
notice, sending an enquiry letter or engaging in pre-notification
discussions);
(b) where the
CMA commences a Phase 1 review, deciding not to make a reference
pursuant to section 33 of the Enterprise Act 2002 (as amended) to
the chair of the CMA for the constitution of a group under Schedule
4 to the Enterprise and Regulatory Reform Act 2013; or
(c) where the
CMA makes a reference to the chair of the CMA for the constitution
of a group under Schedule 4 to the Enterprise and Regulatory Reform
Act 2013, either:
(i)
concluding in a report published in accordance with section 38 of
the Enterprise Act 2002 (as amended) that neither the Acquisition
nor any matter arising from or relating to the Acquisition may be
expected to result in a substantial lessening of competition within
any market or markets in the United Kingdom for goods or services;
or
(ii)
allowing the Acquisition and any matter arising from or relating to
the Acquisition to proceed in accordance with section 41 of the
Enterprise Act 2002 (as amended);
in each case with respect to
the Acquisition or any matter arising from or relating to the
Acquisition;
United
States of America
3.2
all applicable filings having been made and any
applicable waiting period under the Hart Scott Rodino Antitrust
Improvements Act of 1976 (as amended) and the regulations made
thereunder (and any extension thereof) relating to the Acquisition
having expired, lapsed or been terminated;
Ireland
3.3
insofar as the Acquisition is subject to a
mandatory filing requirement under Part 3 of the Irish Competition
Act 2002 (as amended), the Irish Competition and Consumer
Protection Commission having informed the parties that the
Acquisition may be put into effect (whether conditionally or
unconditionally) and/or the applicable waiting periods under Part 3
of the Irish Competition Act 2002 (as amended) having expired or
having been terminated;
Finland
3.4
insofar as the Acquisition is subject to a
mandatory filing requirement under the Finnish Competition Act, the
Finnish Competition and Consumer Authority having approved the
consummation of the Acquisition (whether conditionally or
unconditionally) and/or the applicable waiting periods having
expired or having been terminated;
Austria
3.5
insofar as the Acquisition is subject to a
mandatory filing requirement under the Austrian Cartel Act, the
Austrian Federal Competition Authority and the Austrian Federal
Cartel Prosecutor having waived their right to file a request for
an in-depth assessment at the Cartel Court or not having filed a
request for an in-depth assessment;
Cyprus
3.6
insofar as the Acquisition is subject to a
mandatory filing requirement under the Cyprus Control of
Concentrations between Undertakings Act of 2014, the Cyprus
Commission for the Protection of Competition having approved the
consummation of the Acquisition (whether conditionally or
unconditionally) and/or the applicable waiting periods having
expired or having been terminated;
Denmark
3.7
insofar as the Acquisition is subject to a
mandatory filing requirement under the Danish Competition Act, the
Danish Competition and Consumer Authority or Danish Competition
Council having approved the consummation of the Acquisition
(whether conditionally or unconditionally) and/or the applicable
waiting periods having expired or having been
terminated;
Turkey
3.8
insofar as the Acquisition is subject to a
mandatory filing requirement under the Law No. 4054 on the
Protection of Competition, the Turkish Competition Board having
approved the consummation of the Acquisition (whether conditionally
or unconditionally) and/or the applicable waiting periods having
expired;
Other Third Party
Clearances
3.9
other than in relation to the matters referred to
in Conditions 3.1 to 3.8, no
central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, fiscal or
investigative body, court, arbitrator, arbitral tribunal agency,
association, organisation, institution, authority (including any
national, supranational, federal, state, municipal, or other
governmental authority, entity, agency, commission, court or
instrumentality (or other sub-division thereof) exercising
executive, legislative, judicial, regulatory or administrative
functions), or professional or environmental body, employee
representative body or any other body or person whatsoever in any
jurisdiction, including, for the avoidance of doubt, the Panel
(each a "Third Party")
having given notice of a decision to take, institute, initiate,
enforce, implement or threaten any action, proceeding, suit,
investigation, enquiry, injunction or reference, or having required
any action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, decision, law or
order or change to published practice and there is not continuing
to be outstanding any statute, regulation, decision or order which
would or might reasonably be expected to:
(a) make the
Scheme or the Acquisition, or, in each case, its implementation or
the acquisition or proposed acquisition by Bidco or any member of
the Wider Bidco Group of any shares or other securities in, or
control or management of, any member of the Wider Keywords Studios
Group by any member of the Wider Bidco Group void, illegal,
unlawful and/or unenforceable under the laws of any relevant
jurisdiction, or otherwise directly or indirectly prevent, prohibit
or restrain, restrict or impede the implementation of the
Acquisition or the acquisition of any shares or other securities
in, or control or management of, any member of the Wider Keywords
Studios Group by any member of the Wider Bidco Group or require an
amendment of the Scheme;
(b) require,
prevent or materially delay any proposed divestiture or alter the
terms envisaged for such divestiture by any member of the Wider
Bidco Group or by any member of the Wider Keywords Studios Group of
all or any part of their businesses, assets or property or impose
any limitation on the ability of all or any of them to conduct
their businesses (or any part thereof) or to own, control or manage
any of their assets or properties (or any part thereof) to an
extent which is material in the context of the Wider Bidco Group or
Wider Keywords Studios Group (as applicable) taken as a whole or in
the context of the Acquisition;
(c) impose
any material limitation on the ability of any member of the Wider
Bidco Group directly or indirectly to acquire or hold or to
exercise effectively all or any rights of ownership in respect of
shares or other securities in Keywords Studios (or any member of
the Wider Keywords Studios Group) or on the ability of any member
of the Wider Keywords Studios Group or any member of the Wider
Bidco Group directly or indirectly to hold or exercise effectively
any rights of ownership in respect of shares or other securities
(or the equivalent) in, or to exercise management control over, any
member of the Wider Keywords Studios Group to an extent which is
material in the context of the Wider Keywords Studios Group taken
as a whole or in the context of the Acquisition;
(d) other
than pursuant to the implementation of the Scheme or, if
applicable, sections 974 to 991 of the Companies Act,
require any member of the Wider Bidco Group or the Wider Keywords
Studios Group to acquire or offer to acquire any shares, other
securities (or the equivalent) or interest in any member of the
Wider Keywords Studios Group or any asset owned by any third party
which is material in the context of the Wider Keywords Studios
Group or the Wider Bidco Group, in either case taken as a
whole;
(e) result in
any member of the Wider Keywords Studios Group ceasing to be able
to carry on business under any name under which it presently
carries on business to an extent which is material in the context
of the Wider Keywords Studios Group taken as a whole or in the
context of the Acquisition; or
(f)
impose any limitation on the ability of any member of the Wider
Bidco Group and/or any member of the Wider Keywords Studios Group
to conduct, integrate or co-ordinate all or any part of their
respective businesses with all or any part of the business of any
other member of the Wider Bidco Group and/or the Wider Keywords
Studios Group in a manner which is adverse and material to the
Wider Bidco Group and/or the Wider Keywords Studios Group, in each
case taken as a whole or in the context of the Acquisition,
and all applicable
waiting and other time periods (including any extensions thereof)
during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under
the laws of any jurisdiction in respect of the Acquisition or
proposed acquisition of any Keywords Studios Shares or otherwise
intervene having expired, lapsed, or been terminated;
3.10 other than in relation to the matters referred to in
Conditions 3.1 to 3.8, all
notifications, filings or applications which are deemed by Bidco to
be necessary or reasonably considered to be required in any
relevant jurisdiction having been made in connection with the
Acquisition and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with and all
Authorisations which are deemed by Bidco, acting reasonably, to be
necessary or reasonably considered to be required in any
jurisdiction for or in respect of the Acquisition or the proposed
acquisition of any shares or other securities in, or control of,
Keywords Studios by any member of the Wider Bidco Group having been
obtained on terms and in a form reasonably satisfactory to Bidco
from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Keywords Studios Group or the Wider Bidco
Group has entered into contractual arrangements in each case where
the direct consequence of a failure to make such notification or
filing or to wait for the expiry, lapse or termination of any such
waiting or other time period or to comply with such obligation or
obtain such Authorisation would be unlawful in any relevant
jurisdiction or have a material adverse effect on the Wider
Keywords Studios Group, any member of the Wider Bidco Group or the
ability of Bidco to implement the Scheme and all such
Authorisations remaining in full force and effect at the time at
which the Scheme becomes otherwise unconditional in all respects
and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such
Authorisations;
3.11 no
temporary restraining order, preliminary or permanent injunction,
preliminary or permanent enjoinment, or other order having been
issued and being in effect by a court or other Third Party which
has the effect of making the Acquisition or any acquisition or
proposed acquisition of any shares or other securities or control
or management of, any member of the Wider Keywords Studios Group by
any member of the Wider Bidco Group, or the implementation of
either of them, void, voidable, illegal and/or unenforceable under
the laws of any relevant jurisdiction, or otherwise directly or
indirectly prohibiting, preventing, restraining, restricting,
delaying or otherwise interfering with the completion or the
approval of the Acquisition or any matter arising from the proposed
acquisition of any shares or other securities in, or control or
management of, any member of the Wider Keywords Studios Group by
any member of the Wider Bidco Group;
Confirmation of absence of adverse
circumstances
3.12 except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Keywords Studios Group
is a party or by or to which any such member or any of its assets
is or may be bound, entitled or be subject or any event or
circumstance which, in each case as a consequence of the Scheme or
the Acquisition or the proposed acquisition by any member of
Keywords Studios or any member of the Wider Bidco Group of any
shares or other securities in Keywords Studios or because of a
change in the control or management of any member of the Wider
Keywords Studios Group or otherwise, would or might reasonably be
expected to result in, in each case to an extent which is material
in the context of the Wider Keywords Studios Group taken as a whole
or in the context of the Acquisition, including the financing
thereof:
(a) any
monies borrowed by, or any other indebtedness or liabilities,
actual or contingent of, or any grant available to, any member of
the Wider Keywords Studios Group being or becoming repayable, or
capable of being declared repayable, immediately or prior to its or
their stated maturity date or repayment date, or the ability of any
such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(b) the
rights, liabilities, obligations, interests or business of any
member of the Wider Keywords Studios Group or any member of the
Wider Bidco Group under any such arrangement, agreement, licence,
permit, franchise, lease or instrument or the interests or business
of any member of the Wider Keywords Studios Group or any member of
the Wider Bidco Group in or with any other firm or company or body
or person (or any agreement or arrangement relating to any such
business or interests) being or likely to become terminated or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken or arising
thereunder;
(c) any
member of the Wider Keywords Studios Group ceasing to be able to
carry on business under any name under which it presently carries
on business to an extent which is material in the context of the
Keywords Studios Group taken as a whole or in the context of the
Acquisition;
(d) any
assets or interests of, or any asset the use of which is enjoyed
by, any member of the Wider Keywords Studios Group being or falling
to be disposed of or charged or ceasing to be available to any
member of the Wider Keywords Studios Group or any right arising
under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any member
of the Wider Keywords Studios Group otherwise than in the ordinary
course of business;
(e) other
than in the ordinary course of business, the creation or
enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any
member of the Wider Keywords Studios Group or any such mortgage,
charge or other security interest (whenever created, arising or
having arisen) becoming enforceable;
(f) the
business, assets, value, financial or trading position, profits,
prospects or operational performance of any member of the Wider
Keywords Studios Group being prejudiced or adversely affected;
(g) the
creation or acceleration of any material liability (actual or
contingent) by any member of the Wider Keywords Studios Group other
than trade creditors or other liabilities incurred in the ordinary
course of business; or
(h) any
liability of any member of the Wider Keywords Studios Group to make
any severance, termination, bonus or other payment to any of its
directors or other officers other than in the ordinary course
of business;
No material transactions, claims or
changes in the conduct of the business of the Keywords Studios
Group
3.13 except as Disclosed, no member of the Wider Keywords Studios
Group having since 31 December 2023:
(a) save as
between Keywords Studios and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries on the exercise
of options or vesting of awards granted in the ordinary course
under the Keywords Studios Share Plans, issued or agreed to issue
or authorised or proposed or announced its intention to authorise
or propose the issue of additional shares of any class, or
securities or securities convertible into, or exchangeable for, or
rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities or transferred or sold or agreed
to transfer or sell or authorised or proposed the transfer or sale
of Keywords Studios Shares out of treasury;
(b)
recommended, declared, paid or made or agreed to recommend,
declare, pay or make any bonus issue, dividend or other
distribution (whether payable in cash or otherwise) other than: (i)
to Keywords Studios or one of its wholly-owned subsidiaries and
(ii) the final dividend (in respect of the financial year ended 31
December 2023) of 1.76 pence per Keywords Studios Share payable to
Keywords Studios Shareholders on the register of members of the
Company on 24 May 2024 and which was paid on 28 June 2024;
(c) save as
between Keywords Studios and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, merged with (by statutory
merger or otherwise) or demerged from or acquired any body
corporate, partnership or business or acquired or disposed of, or,
other than in the ordinary course of business, transferred,
mortgaged or charged or created any security interest over, any
assets or any right, title or interest in any asset (including
shares in any undertaking and trade investments) or authorised,
proposed or announced any intention to do so, in each case to an
extent which is material in the context of the Wider Keywords
Studios Group taken as a whole;
(d) save as
between Keywords Studios and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries, made, authorised, proposed
or announced an intention to propose any change in its loan capital
other than in the ordinary course of business and to an extent
which is material in the context of the Wider Keywords Studios
Group taken as a whole;
(e) issued,
authorised or proposed or announced an intention to authorise or
propose the issue of, or made any change in or to the terms of, any
debentures or (save in the ordinary course of business and save as
between Keywords Studios and its wholly-owned subsidiaries or
between such wholly-owned subsidiaries) incurred or increased any
indebtedness or become subject to any contingent liability to an
extent which is material in the context of the Wider Keywords
Studios Group taken as a whole or in the context of the
Acquisition;
(f)
entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the
ordinary course of business) which is of a long-term, unusual or
onerous nature, or which involves or could reasonably be expected
to involve an obligation of a nature or magnitude which is or is
likely to be materially restrictive on the business of any member
of the Wider Keywords Studios Group to an extent which is or is
reasonably likely to be material to the Wider Keywords Studios
Group taken as a whole;
(g) entered
into any licence or other disposal of intellectual property rights
of any member of the Wider Keywords Studios Group which are
material in the context of the Wider Keywords Studios Group and
outside the normal course of business;
(h) entered
into, varied, authorised or proposed entry into or variation of, or
announced its intention to enter into or vary the terms of or made
any offer (which remains open for acceptance) to enter into or vary
the terms of, any contract, commitment, arrangement or any service
agreement with any director or senior executive of the Wider
Keywords Studios Group save for salary increases, bonuses or
variations of terms in the ordinary course;
(i)
proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme, or other benefit relating to the
employment or termination of employment of any employee of the
Wider Keywords Studios Group which, taken as a whole, are material
in the context of the Wider Keywords Studios Group taken as a
whole;
(j) (i)
(excluding the trustee of any pension scheme(s) established by a
member of the Wider Keywords Studios Group other than Keywords
Studios itself) made, agreed or consented to or procured any
significant change to: (a) the terms of any existing trust deeds,
rules, policy or other governing documents, or entered into or
established any new trust deeds, rules, policy or other governing
documents, constituting any pension scheme or other retirement or
death benefit arrangement established for the directors, former
directors, employees or former employees of any entity in the Wider
Keywords Studios Group or their dependants and established by a
member of the Wider Keywords Studios Group (a "Relevant Pension Plan"); (b) the basis
on which benefits accrue, pensions which are payable or the persons
entitled to accrue or be paid benefits, under any Relevant Pension
Plan; (c) the basis on which the liabilities of any Relevant
Pension Plan are funded or valued; or (d) the basis or rate of
employer contribution to a Relevant Pension Plan, in each case to
the extent which is material in the context of the Wider Keywords
Studios Group taken as a whole or in the context of the Acquisition
and other than as required in accordance with applicable law; or
(ii) enter into or propose to enter into one or more bulk annuity
contracts in relation to any Relevant Pension Plan; or (iii)
carried out any act: (a) which would or could reasonably be
expected to lead to the commencement of the winding up of any
Relevant Pension Plan; (b) which would or is reasonably likely to
create a material debt owed by an employer to any Relevant
Pension Plan; (c) which would or might accelerate any obligation on
any employer to fund or pay additional contributions to any
Relevant Pension Plan; or (d) which would, having regard to the
published guidance of the Pensions Regulator give rise directly or
indirectly to a liability in respect of a Relevant Pension Plan
arising out of the operation of sections 38 and 38A of the Pensions
Act 2004 in relation to a Relevant Pension Plan, in each case to
the extent which is material in the context of the Wider Keywords
Studios Group taken as a whole or in the context of the Acquisition
and other than as required in accordance with applicable
law;
(k)
other than to replace a vacancy on the board of directors of
a corporate trustee, changed the trustee or trustee directors or
other fiduciary or any Relevant Pension Plan;
(l)
entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement (other than the Scheme)
otherwise than in the ordinary course of business which is material
in the context of the Wider Keywords Studios Group taken as a whole
or in the context of the Acquisition;
(m)
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or made any other change to any part of its share
capital to an extent which (other than in the case of Keywords
Studios) is material in the context of the Wider Keywords Studios
Group taken as a whole;
(n)
other than with respect to claims between Keywords Studios
and its wholly-owned subsidiaries (or between such subsidiaries),
waived, compromised or settled any claim or admitted any dispute,
claim or counter-claim whether made or potential and whether by or
against any member of the Wider Keywords Studios Group, otherwise
than in the ordinary course of business, which is material in the
context of the Wider Keywords Studios Group taken as a whole or in
the context of the Acquisition;
(o)
made any alteration to its articles of association or other
constitutional documents (in each case, other than in connection
with the Scheme) which is material in the context of the
Acquisition;
(p)
(other than in respect of a member of the Wider Keywords
Studios Group which is dormant and was solvent at the relevant
time) taken or proposed any steps, corporate action or had any
legal proceedings instituted or threatened against it in relation
to the suspension of payments, a moratorium of any indebtedness,
its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of any administrator,
receiver, manager, administrative receiver, trustee or similar
officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed which is
material in the context of the Wider Keywords Studios Group taken
as a whole or in the context of the Acquisition;
(q)
been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Keywords Studios
Group taken as a whole or in the context of the
Acquisition;
(r)
entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition;
(s)
terminated or varied the terms of any agreement or
arrangement between any member of the Wider Keywords Studios Group
and any other person in a manner which would or might be expected
to have a material adverse effect on the financial position of the
Wider Keywords Studios Group taken as a whole; or
(t)
taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Keywords Studios Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover
Code;
No material adverse
change
3.14 since 31 December 2023, and except as Disclosed, there having
been:
(a) no
adverse change and no circumstance having arisen which would be
expected to result in any adverse change or deterioration in the
business, assets, value, financial or trading position, profits,
prospects or operational performance of any member of the Wider
Keywords Studios Group to an extent which is material to the Wider
Keywords Studios Group taken as a whole or to the financing of the
Acquisition;
(b) no
litigation, arbitration proceedings, prosecution or other legal
proceedings including, without limitation, with regard to
intellectual property rights used by the Wider Keywords Studios
Group having been threatened, announced or instituted by or against
or remaining outstanding against any member of the Wider Keywords
Studios Group or to which any member of the Wider Keywords Studios
Group is or may become a party (whether as claimant or defendant or
otherwise) which, in any such case, might reasonably be expected to
have a material adverse effect on the Wider Keywords Studios Group
taken as a whole, and no enquiry, review, investigation or
enforcement proceedings by, or complaint or reference to, any Third
Party against or in respect of any member of the Wider Keywords
Studios Group having been threatened, announced or instituted by or
against, or remaining outstanding in respect of, any member of the
Wider Keywords Studios Group which, in any such case, might
reasonably be expected to have a material adverse effect on the
Wider Keywords Studios Group taken as a whole;
(c) no
contingent or other liability having arisen, increased or become
apparent which is reasonably likely to adversely affect the
business, assets, financial or trading position, profits, prospects
or operational performance of any member of the Wider Keywords
Studios Group to an extent which is material to the Wider Keywords
Studios Group taken as a whole;
(d) no
steps having been taken and no omissions having been made which are
reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Keywords Studios Group, which is necessary for the proper
carrying on of its business and the withdrawal, cancellation,
termination or modification of which is material and reasonably
likely to have a material adverse effect on the Wider Keywords
Studios Group taken as a whole; and
(e) no
member of the Wider Keywords Studios Group having conducted its
business in material breach of any applicable laws and regulations
which in any case is material in the context of the Wider Keywords
Studios Group taken as a whole;
3.15 since 31 December 2023, except as Disclosed, Bidco not having
discovered:
(a)
that any financial, business or other information concerning
the Wider Keywords Studios Group publicly announced or disclosed to
any member of the Wider Bidco Group at any time prior to the date
of this Announcement by or on behalf of any member of the Wider
Keywords Studios Group or to any of their advisers is misleading,
contains a misrepresentation of fact or omits to state a fact
necessary to make that information not misleading and which is, in
any case, material in the context of the Wider Keywords Studios
Group taken as a whole or in the context of the
Acquisition;
(b)
that any member of the Wider Keywords Studios Group is
subject to any liability, contingent or otherwise and which is
material in the context of the Wider Keywords Studios Group taken
as a whole; or
(c) any
information which affects the import of any information disclosed
to Bidco at any time prior to the date of this Announcement by or
on behalf of any member of the Wider Keywords Studios Group which
is material in the context of the Wider Keywords Studios Group
taken as a whole;
Environmental liabilities
3.16 except as Disclosed, Bidco not having discovered
that, any past or present member of the
Wider Keywords Studios Group (i) having committed any violation of
any applicable laws, statutes, regulations, Authorisations, notices
or other requirements of any Third Party giving rise to a material
liability; and/or (ii) having incurred any material liability
(whether actual or contingent) to any Third Party; and/or (iii)
being likely to incur any material liability (whether actual or
contingent), or being required, to make good, remediate, repair,
re-instate or clean up the environment (including any property) in
each case of (i), (ii) or (iii) which such liability or requirement
would be material to the Wider Keywords Studios Group taken as a
whole;
Intellectual property
3.17 except as Disclosed, no circumstance having arisen or event
having occurred in relation to any intellectual property owned or
used by any member of the Wider Keywords Studios Group which would
be reasonably likely to have a material adverse effect on the Wider
Keywords Studios Group taken as a whole or is otherwise material
and adverse in the context of the Acquisition,
including:
(a) any
member of the Wider Keywords Studios Group losing its title to any
intellectual property material to its business, or any intellectual
property owned by the Wider Keywords Studios Group and material to
its business being revoked, cancelled or declared invalid; or
(b) any claim
being asserted in writing or threatened in writing by any person
challenging the ownership of any member of the Wider Keywords
Studios Group to, or the validity or effectiveness of, any
intellectual property that is material to the business of the Wider
Keywords Studios Group;
Anti-corruption and
sanctions
3.18 except as Disclosed, Bidco not having discovered that (to an
extent that is material in the context of the Wider Keywords
Studios Group taken as a whole):
(a) any past
or present member, director, officer or employee of the Wider
Keywords Studios Group or any person that performs or has performed
services for or on behalf of any such company is or has at any time
engaged in any activity, practice or conduct (or omitted to take
any action) in contravention of the UK Bribery Act 2010, the U.S.
Foreign Corrupt Practices Act of 1977, as amended or any other
applicable anti-corruption legislation;
(b) any past
or present member, director, officer or employee of the Wider
Keywords Studios Group, or any other person for whom any such
person may be liable or responsible, has engaged in any activity or
business with, or made any investments in, or made any funds or
assets available to or received any funds of assets from (i) any
government, entity or individual in respect of which US or European
Union persons, or any persons operating in those territories, are
prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US or
European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs; or (ii) any
government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the European
Union or any of its member states; or
(c) a
member, director, officer or employee of the Wider Keywords Studios
Group has engaged in a transaction which would cause a member of
the Wider Bidco Group to be in breach of any law or regulation on
completion of the Acquisition, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs or any government,
entity or individual targeted by any of the economic sanctions of
the United Nations, United States or the European Union or any of
its member states; and
No criminal
property
3.19 except as Disclosed, Bidco not having discovered that any
asset of any member of the Wider Keywords Studios Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part
B:
Further terms of the Acquisition
1.
Subject to the requirements of the Panel, Bidco reserves the
right in its sole discretion to waive, in whole or in part, all or
any of the Conditions set out in Part A of Appendix 1, except
Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 2(d) which cannot be
waived. The deadlines in any of Conditions 2(a)(ii), 2(b)(ii) and
2(c)(ii) may be extended by Bidco to such later date as may be
agreed with Keywords Studios, or, in a competitive situation, with
the consent of the Panel (as applicable) (and/or approval of the
Court, if such approval is required). If any of Conditions
2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by the relevant
deadline specified in the relevant Condition, Bidco shall make an
announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether it has invoked the relevant Condition,
waived the relevant deadlines or agreed with Keywords Studios or,
in a competitive situation, obtained the consent of the Panel (and
the approval of the Court, if required), to extend the relevant
deadline.
2.
Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in Part A of Appendix 1 above that
are capable of waiver by a date earlier than the Long Stop Date,
notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
3.
Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 4, Bidco may only invoke a Condition so as to cause the
Acquisition not to proceed, to lapse or to be withdrawn with the
consent of the Panel. The Panel will normally only give its consent
if the circumstances which give rise to the right to invoke the
Condition are of material significance to Bidco in the context of
the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances
arise.
4.
Condition 1, Conditions 2(a)(i), 2(b)(i), 2(c)(i) and 2(d) in
Part A of Appendix 1 above, and, if applicable, any acceptance
condition if the Acquisition is implemented by means of an Offer,
are not subject to Rule 13.5(a) of the Takeover Code.
5.
Any Condition that is subject to Rule 13.5(a) of the Takeover
Code may be waived by Bidco.
6.
If the Panel requires Bidco to make an offer or offers for
Keywords Studios Shares under the provisions of Rule 9 of the
Takeover Code, Bidco may make such alterations to the Conditions as
are necessary to comply with the provisions of that
Rule.
7.
Bidco reserves the right to elect, with the consent of the
Panel (where necessary) and subject to the terms of the Cooperation
Agreement, to implement the Acquisition by way of an Offer as an
alternative to the Scheme. In such an event, an Offer will be
implemented on substantially the same terms and conditions, so far
as applicable, as those which would apply to the Scheme subject to
appropriate amendments to reflect the change in method of effecting
the Acquisition, including (without limitation and subject to the
terms of the Cooperation Agreement) an acceptance condition set at
75 per cent. of Keywords Studios Shares (or such lesser percentage
as may be determined by Bidco in accordance with the terms of the
Cooperation Agreement). If the Acquisition is effected by way of an
Offer, and such Offer becomes or is declared unconditional and
sufficient acceptances are received in respect of such Offer, Bidco
intends to exercise its rights to apply the provisions of Chapter 3
of Part 28 of the Companies Act so as to acquire compulsorily the
remaining Keywords Studios Shares in respect of which the Offer has
not been accepted.
8.
The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this
Appendix 1 and to the full terms which will be set out in the
Scheme Document and such further terms as may be required to comply
with the provisions of the AIM Rules for Companies, the provisions
of the Takeover Code and the applicable requirements of the Panel
and the London Stock Exchange.
9.
Keywords Studios Shares will be acquired by Bidco fully paid
and free from all liens, charges, encumbrances and other third
party rights of any nature whatsoever and together with all rights
attaching to them as at the Effective Date, including the right to
receive and retain all dividends and other distributions (if any)
declared, made or paid after the Acquisition becomes
Effective.
10. If,
on or after the date of this Announcement and prior to the
Acquisition becoming Effective, any dividend and/or other
distribution and/or other return of capital or value is announced,
declared, made or paid or becomes payable in respect of the
Keywords Studios Shares, Bidco will reduce the consideration
payable under the terms of the Acquisition for the Keywords Studios
Shares by an amount equal to the aggregate amount of such dividend
and/or distribution and/or other return of capital or value, in
which case any reference in this Announcement or in the Scheme
Document to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. Any such reduction shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the Scheme or the
Acquisition. In such circumstances, Keywords Studios Shareholders
would be entitled to retain any such dividend, distribution and/or
return of capital or value.
11. The
availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws or regulatory
requirements of the relevant jurisdictions. Persons who are subject
to the laws of any jurisdiction other than the United Kingdom
should inform themselves about and observe any applicable
requirements.
12.
This announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme and any proxies will be
governed by English law and be subject to the jurisdiction of the
courts of England and Wales, to the Conditions set out above and
full terms to be set out in the Scheme Document. The Acquisition
will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the FCA, the AIM Rules
for Companies and the Registrar of Companies.
13.
Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
1.
As at the Latest Practicable Date, there were 79,963,864
Keywords Studios Shares in issue.
2.
As at the Latest Practicable Date, a further up to 4,391,777
Keywords Studios Shares are expected to be issued on or after the
date of this Announcement on the exercise of options or vesting of
awards under the Keywords Studios Share Plans.
3.
Any references to the issued and to be issued share capital
of Keywords Studios are each based on:
(a) the
79,963,864 Keywords Studios Shares referred to in paragraph (1)
above; and
(b) the
4,391,777 Keywords Studios Shares that may be issued pursuant to
the Keywords Studios Share Plans referred to in paragraph (2)
above.
4.
The value attributed to the existing issued and to be issued
ordinary share capital of the Company is based upon a fully diluted
share capital figure of 84,355,641 Keywords Studios Shares as
calculated in paragraph (3) above.
5.
The fully diluted equity value is based on the issued and to
be issued share capital of Keywords Studios as set out
above.
6.
The implied enterprise value for Keywords Studios of
approximately £2.2 billion is based on:
(a) the
fully diluted equity value as described in paragraph 5 above;
plus
(b)
reported net debt of €67.5 million, or £58.5 million using
the €:£ exchange rate of 0.87 as at 31 December 2023, being loans
and borrowings less cash and cash equivalents (exclusive of lease
liabilities) for the financial year ended 31 December 2023 as set
out in the 2023 Keywords Studios Annual Report; plus
(c)
reported lease liabilities €47.0 million, or £40.7 million
using the €:£ exchange rate of 0.87 as at 31 December 2023, for the
financial year ended 31 December 2023 as set out in the 2023
Keywords Studios Annual Report; plus
(d)
reported deferred and contingent consideration of €55.8
million, or £48.4 million using the 2023 average €:£ exchange rate
of 0.87 as at 31 December 2023, for the financial year ended 31
December 2023 as set out in the 2023 Keywords Studios Annual
Report.
7.
Keywords Studios' adjusted EBITDA for the financial year
ended 31 December 2023 of £139.0 million is based on:
(a)
Keywords Studios' adjusted EBITDA of €158.3 million, or
£139.0 million using the 2023 average €:£ exchange rate of 0.88,
for the financial year ended 31 December 2023 as set out in the
2023 Keywords Studios Annual Report.
8.
Unless stated otherwise, all prices quoted for Keywords Studios Shares are Closing Prices.
9.
Volume weighted average prices are derived from
Bloomberg.
10.
Exchange rates are defined per Keywords Studios' "Change in
Presentational Currency" announcement released on 28 June
2024.
11.
Certain figures included in this Announcement have been
subject to rounding adjustments.
APPENDIX 3
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Keywords Studios
Directors' Irrevocable Undertakings
The following Keywords Studios Directors have
given irrevocable undertakings in their capacity as shareholders to
vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Keywords Studios General Meeting
(or, if the Acquisition is subsequently structured as an Offer, to
accept any Offer made by Bidco in accordance with the terms of the
irrevocable undertaking) in relation to the following Keywords
Studios Shares:
Name of
Keywords Studios Director
|
Number of
Keywords Studios Shares in respect of which undertaking is
given
|
Percentage of
Keywords Studios issued ordinary share capital*
|
Charlotta Ginman-Horrell
|
1,071
|
0.00%
|
Jonathan Hauck
|
13,145
|
0.02%
|
Richard Neil Thompson
|
3,387
|
0.00%
|
Donald Austin Robert
|
16,259
|
0.02%
|
Bertrand Bodson
|
9,636
|
0.01%
|
Marion Jane Sears
|
3,000
|
0.00%
|
Georges Fornay
|
4,521
|
0.01%
|
Robert Kingston**
|
Nil
|
N/A
|
*
based on the number of Keywords Studios Shares in issue on the
Latest Practicable Date.
** Robert
Kingston does not currently hold Keywords Studios Shares, however,
he is interested in certain Keywords Studios Shares pursuant to
awards granted to him under the Keywords Studios Share Plans. He
has therefore entered into an irrevocable undertaking on the same
terms as the other Keywords Studios directors in respect of those
interests.
These irrevocable undertakings also extend to any
Keywords Studios Shares acquired by the Keywords Studios Directors
as a result of the vesting of awards or the exercise of options
under the Keywords Studios Share Plans.
The irrevocable undertakings referred to above cease
to be binding on the earliest of the following occurrences: (i)
this Announcement not having been released by 5.00 p.m. on the date
that is one Business Day from the date of the undertaking (or such
later date as Bidco and Keywords Studios may agree); (ii) Bidco
announces, with the consent of the Panel, that it does not intend
to make or proceed with the Acquisition and no new, revised or
replacement offer or scheme is announced at the same time; (iii)
the Scheme lapses or is withdrawn in accordance with its terms and
Bidco is prevented from making a revised offer under the Takeover
Code; (iv) the Scheme has not become Effective by 11.59 p.m. on the
Long Stop Date (or such later time and/or date as may be agreed
between Bidco and Keywords Studios, with the approval of the Court
and/or the Panel, if required) (other than in circumstances where
Bidco has, prior to such date, elected to exercise its right to
proceed by way of an Offer and announced the same in accordance
with the requirements of Paragraph 8 of Appendix 7 to the Takeover
Code, and such Offer has not lapsed or been withdrawn); or (v) any
competing offer for the entire issued, and to be issued, share
capital of Keywords Studios is declared unconditional in all
respects or, if implemented by way of a scheme of arrangement,
becomes effective.
If Bidco exercises the right to switch to an
Offer, these irrevocable undertakings shall continue to be binding
in accordance with their terms.
Keywords Studios Shareholders
Letters of intent
The following Keywords Studios Shareholders
have given a non-binding letter of intent to vote in favour of the
Scheme at the Court Meeting and the resolutions to be proposed at
the Keywords Studios General Meeting (or, if the
Acquisition is subsequently structured as an Offer, to accept any
Offer made by Bidco):
Name of
Keywords Studios Shareholder giving letter of
intent
|
Number of
Keywords Studios Shares in respect of which a letter of intent is
given
|
Percentage of
Keywords Studios issued ordinary share capital*
|
Franklin Templeton Institutional,
LLC
|
3,565,991
|
4.46%
|
Banque Pictet & Cie SA
|
2,489,700
|
3.11%
|
*
based on the number of Keywords Studios Shares in issue on the
Latest Practicable Date.
APPENDIX 4
EFFECT OF THE ACQUISITION ON THE KEYWORDS STUDIOS SHARE
PLANS
General
The following represents a summary
of the effect of the Acquisition on and its impact in relation to,
the operation of the Keywords Studios Share Plans. In due course,
further details about the proposals will be included in the Scheme
Document and in separate letters sent to participants in the
Keywords Studios Share Plans.
The Keywords Studios Long Term
Incentive Plan 2013 ("LTIP 2013")
To the extent determined by the Keywords
Studios Remuneration Committee, it is anticipated that outstanding
unvested awards will vest in full and become exercisable by reason
of the Acquisition. To the extent not exercised, awards will lapse
at the end of the six-week period immediately following the
Effective Date (unless they lapse earlier under the rules of the
LTIP 2013).
The
Keywords Studios Long Term Incentive Plan 2022 ("LTIP
2022")
To the extent determined by the Keywords
Studios Remuneration Committee, it is anticipated that outstanding
unvested awards granted under the LTIP 2022 for the financial years
ending 31 December 2022 and 31 December 2023 (which as at 1 July
2024 subsisted over an aggregate of 2,072,511 Keywords
Studios Shares), will vest in full and become exercisable by
reason of the Acquisition.
For outstanding unvested awards granted under
the LTIP 2022 for the financial year ending 31 December 2024, the
number of Keywords Studios Shares that could vest, shall not result
in the aggregate of: (i) the number of Keywords Studios Shares in
issue on the date the Scheme is sanctioned by the Court
(excluding any Keywords Studios Shares that are issued after the
date of the Cooperation Agreement in respect of any M&A); and
(ii) the number of Keywords Studios Shares in respect of which all
outstanding (in flight) awards on the date the Scheme is sanctioned
by the Court, from exceeding 84,355,641 Keywords Studios
Shares.
To the extent not exercised, awards will lapse
at the end of the one-month period immediately following the date
the Scheme is sanctioned by the Court (unless they lapse earlier
under the rules of the LTIP 2022).
The
Keywords Studios Share Option Plan ("SOP")
To the extent determined by the Keywords
Studios Remuneration Committee, it is anticipated that outstanding
unvested options which are "in the money" at the time of the
Effective Date, will become exercisable by reason of the
Acquisition and subject to time pro-rating. To the extent not
exercised, options will lapse at the end of the six-week period
immediately following the Effective Date (unless they lapse earlier
under the rules of the SOP).
The
Keywords Studios Employee Share Purchase Plan
("ESPP")
Participation in the ESPP shall continue until
the end of the normal savings contribution period in accordance
with the rules of the ESPP. At the end of the contribution period,
the participant's accrued savings will be returned to them together
with a cash payment equal to the aggregate value of the discount at
which they would have been entitled to purchase Keywords Studios
Shares under their award agreement. No Keywords Studios Shares will
be issued in connection with the ESPP.
APPENDIX 5
Keywords Studios profit forecast
On 28 June 2024 Keywords Studios made the
"Updated Possible Offer, and current trading and outlook"
announcement (the "PUSU Extension
RNS"), which included the following guidance in relation to
the revenue growth and operating profit margin for the year ending
31 December 2024 ("Keywords
Studios Profit Forecast"):
"As
set out in the Keywords Studios Group's full year results, the
Board is confident in delivering strong overall revenue and profit
growth in 2024, with
performance expected to be second half weighted as the sector
emerges from the slower content creation trends that are currently
dampening industry spend and therefore Keywords Studios Group
growth."
"This,
together with ongoing softer demand in Globalize and the relatively
slow ramp-up in content production in Hollywood, has meant that
first half organic growth is now expected to be slightly negative
during H1. Reported revenue is
still expected to grow by around 7% in the first
half."
"As a result, H2 organic growth is expected to
be around 10%, in-line with our medium-term
guidance."
"The Keywords
Studios Group continues to closely manage costs, taking a broad
range of cost actions, including the restructuring of the
go-to-market approach in Globalize set out at the full year
results, and expects full year
margins to be around 15%. Due to the timing of the cost
saving programmes and the reduction of volumes, H1 adjusted operating margins are expected to
be lower, with H2 margins
strong, as the impact of the cost savings programmes and
pick-up in volumes flow through."
Application of Rule 28 to Keywords
Studios Profit Forecast
The statements from the PUSU Extension RNS in
bold above contain data from which a calculation of future profits
may be made, thus setting expectations for the adjusted operating
profit and for purposes of Rule 28.1(c) of the Takeover Code
constitutes a profit forecast.
Directors'
confirmation
The Keywords Studios Directors confirm that, as
at the date of this announcement, the Keywords Studios Profit
Forecast remains valid and that it has been complied on the basis
of the assumptions stated below and that the basis of accounting
used is consistent with Keywords Studios' accounting policies which
are in accordance with IFRS and those that Keywords Studios applied
in preparing its financial statements for the year ended 31
December 2023.
Further information on the basis of preparation
of the Keywords Studios Profit Forecast, including the principal
assumptions on which it is based, is set out below.
Basis of preparation and principal
assumptions
The Keywords Studios Profit Forecast is based
upon internal Keywords Studios forecasts.
In confirming the Keywords Studios Profit
Forecast, the Keywords Studios Directors have made the following
assumptions in respect of the forecast period to 31 December
2024:
1.
Factors outside the
influence of the Keywords Studios Directors:
(a) no
material change in the political, economic and/or market
environment that would materially affect Keywords
Studios;
(b)
there will be no material changes in market conditions over
the period to 31 December 2024 in relation to either customer
demand or competitive environment;
(c) no
significant one-off events or litigation that would have a material
impact on the operating results or financial position of Keywords
Studios;
(d)
there will be no material adverse change to Keywords Studios'
commercial relationships;
(e) no
adverse changes to inflation, interest or tax rates in Keywords
Studios' principal markets compared with Keywords Studios' budgeted
estimates;
(f)
no material changes of the value of pound sterling above the
average foreign exchange rates that have applied during the period
from 28 June 2024 to the last Business Day before this
announcement;
(g) no
material adverse events which will have a significant impact on the
operating results or financial position of Keywords
Studios;
(h) no
material adverse outcome from any ongoing or future disputes with
any customer, competitor, regulator or tax authority;
and
(i)
no material change in legislation, taxation, regulatory
requirements, applicable standards or the position of any
regulatory bodies impacting the Keywords Studios Group's operations
or accounting policies.
2.
Factors within the
influence or control of the Keywords Studios
Directors:
(a) no
additional significant acquisitions, disposals, developments,
partnership or joint venture agreements being entered into by
Keywords Studios which would have a materially dilutive effect on
Keywords Studios' earnings;
(b) no
material change in the dividend or capital policies of Keywords
Studios;
(c) no
material changes to the senior leadership team of Keywords
Studios;
(d) no
material change in Keywords Studios' strategy; and
(e)
Keywords Studios' accounting policies will be consistently
applied in the period ending 31 December 2024.
Appendix 6
DEFINITIONS
The following definitions apply throughout this
document unless the context otherwise requires:
"2023 Keywords
Studios Annual Report"
|
the annual report and audited accounts of the
Keywords Studios Group for the year ended 31 December
2023
|
"Acquisition"
|
the proposed acquisition by Bidco of the entire
issued, and to be issued, ordinary share capital of Keywords
Studios, to be implemented by means of the Scheme, or should Bidco
so elect in accordance with the terms of the Cooperation Agreement
and, where required, with the consent of the Panel, by means of an
Offer, and where the context admits, any subsequent revision,
variation, extension or renewal thereof
|
"Acquisition
Price"
|
2,450 pence in cash per Keywords Studios
Share
|
"AIM"
|
AIM, a market operated by the London Stock
Exchange
|
"AIM Rules for
Companies"
|
the rules of AIM as set out in the "AIM Rules
for Companies" issued by the London Stock Exchange from time to
time relating to AIM traded securities and the operation of
AIM
|
"Announcement"
|
this Announcement made pursuant to Rule 2.7 of
the Takeover Code, including its Appendices
|
"Appendices"
|
the appendices to this Announcement and
Appendix has a corresponding meaning
|
"Articles"
|
the articles of association of Keywords Studios
from time to time
|
"associated
undertaking"
|
shall be construed in accordance with paragraph
19 of Schedule 6 to The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008 (SI 2008/410) but for this
purpose ignoring paragraph 19(1)(b) of Schedule 6 to those
regulations
|
"Authorisations"
|
authorisations, orders, grants, recognitions,
confirmations, consents, licences, clearances, certificates,
permissions or approvals, in each case of a Third Party
|
"Bid Conduct
Agreement"
|
the agreement between Bidco, Houting TopCo
B.V., BPEA Fund VIII Limited, CPPIB PHI4
and Rosa Investments relating to bid conduct in connection
with the Acquisition dated 3 July 2024
|
"Bidco"
|
Houting UK Limited, a private limited company
incorporated in England and Wales
|
"Bidco
Group"
|
Bidco and its subsidiary undertakings and
associated undertakings
|
"BPEA Fund
VIII"
|
BPEA Fund VIII Limited and the affiliated
entities within EQT Private Capital Asia's BPEA Fund
VIII
|
"Business
Day"
|
a day, not being a public holiday, Saturday or
Sunday, on which clearing banks in London are open for normal
business
|
"certificated"
or "certificated form"
|
in relation to a share or other security, a
share or other security title to which is recorded in the relevant
register of the share or other security as being held in
certificated form (that is, not in CREST)
|
"Clean Team
and Joint Defence Agreement"
|
the clean team and joint defence agreement
between Keywords Studios, BPEA Fund VIII Limited and their
respective external legal counsel dated 21 May 2024, as amended and
restated to include Temasek Capital Management and its external
legal counsel as parties on 18 June 2024
|
"Closing
Price"
|
the closing middle market price of an Keywords
Studios Share, as derived from the Daily Official List on any
particular date
|
"Companies
Act"
|
the UK Companies Act 2006, as amended from time
to time
|
"Conditions"
|
the conditions to the implementation of the
Acquisition, as set out in Appendix 1 to this Announcement and to
be set out in the Scheme Document
|
"Confidentiality
Agreement"
|
the confidentiality agreement between BPEA Fund
VIII Limited and Keywords Studios dated 2 May 2024
|
"Cooperation
Agreement"
|
the co-operation agreement between Keywords
Studios and Bidco dated 3 July 2024
|
"Court"
|
the High Court of Justice in England and
Wales
|
"Court
Meeting"
|
the meeting of Scheme Shareholders to be
convened at the direction of the Court pursuant to Part 26 of the
Companies Act at which a resolution will be proposed to approve the
Scheme, including any adjournment, postponement or reconvening
thereof
|
"Court
Order"
|
the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act
|
"CPP"
|
Canada Pension Plan
|
"CPPIB
PHI4"
|
CPP Investment Board Private Holdings (4) Inc.,
a wholly-owned subsidiary of CPP Investments
|
"CPP
Investments"
|
Canada Pension Plan Investment Board
|
"CREST"
|
the relevant system (as defined in the
Regulations) in respect of which Euroclear is the operator (as
defined in the Regulations)
|
"Daily
Official List"
|
the daily official list of the London Stock
Exchange
|
"Dealing
Disclosure"
|
an announcement by a party to an offer or a
person acting in concert as required by Rule 8 of the Takeover
Code
|
"Deutsche
Numis"
|
Numis Securities Limited
|
"Disclosed"
|
the information fairly disclosed by or on
behalf of Keywords Studios: (i) in the 2023 Keywords Studios Annual
Report; (ii) in this Announcement; (iii) in any other announcement
to a Regulatory Information Service prior to the publication of
this Announcement; (iv) in writing (including via the virtual data
room operated by or on behalf of Keywords Studios in respect of the
Acquisition) or (v) verbally in meetings and calls between Keywords
Studios management and EQT prior to the date of this Announcement
to Bidco or Bidco's officers, employees,
agents or advisers (in their capacity as such)
|
"Disclosure
Guidance and Transparency Rules"
|
the Disclosure Guidance and Transparency Rules
sourcebook issued by the FCA
|
"Effective"
|
(i) if the Acquisition is implemented by way of
the Scheme, the Scheme having become effective pursuant to its
terms; or (ii) if the Acquisition is implemented by way of the
Offer, the Offer having been declared or having become
unconditional in all respects in accordance with the requirements
of the Takeover Code
|
"Effective
Date"
|
the date on which the Acquisition becomes
Effective
|
"EQT"
|
EQT AB, EQT Services Netherlands
B.V., SEP Holdings B.V. and their respective affiliates
|
"Euroclear"
|
Euroclear UK & Ireland Limited
|
"Facilities
Agreement"
|
the facilities agreement between (amongst
others) Houting B.V. as borrower (an affiliate of Bidco), Bidco as
an original guarantor, the original lender named therein and
JPMorgan Chase Bank, N.A., acting through its Hong Kong Branch as
agent and GLAS Trust Corporation Limited as security agent dated on
or about the date of this Announcement
|
"FCA" or
"Financial Conduct Authority"
|
Financial Conduct Authority of the UK or its
successor from time to time
|
"FCA
Handbook"
|
the FCA's Handbook of
rules and guidance as amended from time to time
|
"Houting TopCo
B.V."
|
an indirect parent company of Bidco
|
"Joinder
Agreements"
|
the joinder agreements to the Confidentiality
Agreement, between each of Temasek Capital Management and CPP
Investments, in favour of Keywords Studios, dated 8 May 2024 and 7
May 2024 respectively
|
"J.P. Morgan
Cazenove"
|
J.P. Morgan Securities plc, which conducts its
UK investment banking business as J.P. Morgan Cazenove
|
"Keywords
Studios" or "Company"
|
Keywords Studios Plc
|
"Keywords
Studios Directors" or the "Board"
|
the directors of Keywords Studios at the time
of this Announcement or, where the context so requires, the
directors of Keywords Studios from time to time
|
"Keywords
Studios General Meeting"
|
the general meeting of Keywords Studios
Shareholders to be convened to consider and if thought fit pass,
inter alia, the resolutions in relation to the Scheme, including
any adjournments, postponements or reconvening thereof
|
"Keywords
Studios Group"
|
Keywords Studios Plc and its subsidiary
undertakings and where the context permits, each of them
|
"Keywords
Studios Profit Forecast"
|
the profit forecast included within Keywords
Studios' "Updated Possible Offer, and current trading and outlook"
announcement released on 28 June 2024 in respect of the year ending
31 December 2024, as detailed further in Appendix 5
|
"Keywords
Studios Share(s)"
|
the existing unconditionally allotted or issued
and fully paid ordinary shares of £0.01 each in the capital of
Keywords Studios and any further such ordinary shares which are
unconditionally allotted or issued before the Scheme becomes
Effective
|
"Keywords
Studios Share Plans"
|
the Keywords Studios Long Term Incentive Plan
2013, the Keywords Studios Long Term Incentive Plan 2022, the
Keywords Studios Employee Share Purchase Plan and the Keywords
Studios Share Option Plan
|
"Keywords
Studios Shareholder(s)"
|
registered holders of Keywords Studios Shares
from time to time
|
"Latest
Practicable Date"
|
2 July 2024, being the latest practicable date
prior to publication of this Announcement
|
"London Stock
Exchange"
|
the London Stock Exchange plc or its
successor
|
"Long Stop
Date"
|
3 April 2025 or such later date as may be
agreed in writing between Bidco and Keywords Studios with the
approval of the Court and the Panel, if required
|
"Meetings"
|
the Court Meeting and the Keywords Studios
General Meeting
|
"Offer"
|
subject to the consent of the Panel and the
terms of the Cooperation Agreement, should the Acquisition be
implemented by way of a takeover offer as defined in Chapter 3 of
Part 28 of the Companies Act, the offer to be made by or on behalf
of Bidco to acquire the entire issued and to be issued share
capital of Keywords Studios and, where the context admits, any
subsequent revision, variation, extension or renewal of such
offer
|
"Offer
Period"
|
the Offer Period (as defined by the Takeover
Code) relating to Keywords Studios which commenced on 18 May
2024
|
"Opening
Position Disclosure"
|
an announcement pursuant to Rule 8 of the
Takeover Code containing details of interests or short positions
in, or rights to subscribe for, any relevant securities of a party
to the Acquisition
|
"Overseas
Shareholders"
|
holders of Scheme Shares who are resident in,
ordinarily resident in, or citizens of, jurisdictions outside the
United Kingdom
|
"Panel"
|
the UK Panel on Takeovers and
Mergers
|
"PRA"
|
the Prudential Regulation Authority
|
"Registrar of
Companies"
|
the Registrar of Companies in England and
Wales
|
"Regulations"
|
the Uncertificated Securities Regulations 2001
(SI 2001/3755), including as they form part of the domestic law of
the United Kingdom by virtue of the European Union (Withdrawal) Act
2018
|
"Regulatory
Information Service"
|
a regulatory information service as defined in
the FCA Handbook
|
"relevant
securities"
|
as the context requires, Keywords Studios
Shares, other Keywords Studios share capital and any securities
convertible into or exchangeable for, and rights to subscribe for,
any of the foregoing
|
"Restricted
Jurisdiction"
|
any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Acquisition is
sent or made available to Keywords Studios Shareholders in that
jurisdiction
|
"Robey
Warshaw"
|
Robey Warshaw LLP
|
"Rosa
Investments"
|
Rosa Investments Pte. Ltd., an indirect
wholly-owned subsidiary of Temasek
|
"Sanction
Hearing"
|
the Court hearing to sanction the Scheme and
any adjournment, postponement or reconvening thereof
|
"Scheme"
|
the proposed scheme of arrangement under Part
26 of the Companies Act between Keywords Studios and the holders of
the Scheme Shares, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed by Keywords
Studios and Bidco
|
"Scheme
Document"
|
the document to be sent to Keywords Studios
Shareholders and persons with information rights containing,
amongst other things, the Scheme and notices of the Meetings and
information regarding the proxy forms in respect of the
Meetings
|
"Scheme Record
Time"
|
the time and date to be specified in the Scheme
Document, expected to be 6.00 p.m. (London time) on the Business
Day immediately preceding the Effective Date (or such other date
and/or time as Bidco and Keywords Studios may agree)
|
"Scheme
Shareholders"
|
registered holders of Scheme Shares
|
"Scheme
Shares"
|
all Keywords Studios Shares: (i) in issue at
the date of the Scheme Document and which remain in issue at the
Scheme Record Time; (ii) (if any) issued after the date of the
Scheme Document but before the Voting Record Time and which remain
in issue at the Scheme Record Time; and (iii) (if any) issued at or
after the Voting Record Time but at or before the Scheme Record
Time on terms that the holder thereof shall be bound by the Scheme
in respect of which the original or any subsequent holders thereof
are, or shall have agreed in writing to be, bound by the Scheme
which remain in issue at the Scheme Record Time
|
"Takeover
Code"
|
the City Code on Takeovers and Mergers issued
by the Panel on Takeovers and Mergers, as amended from time to
time
|
"Temasek"
|
Temasek Holdings (Private) Limited
|
"Temasek
Capital Management"
|
Temasek Capital Management Pte. Ltd., an
indirect wholly-owned subsidiary of Temasek
|
"Third
Party"
|
has the meaning given in paragraph
3.9 of Part A of Appendix 1
|
"UK" or
"United Kingdom"
|
United Kingdom of Great Britain and Northern
Ireland
|
"uncertificated" or "in uncertificated
form"
|
a share or other security title to which is
recorded in the relevant register of the share or security as being
held in uncertificated form, in CREST, and title to which, by
virtue of the Regulations may be transferred by means of
CREST
|
"US" or
"United States"
|
United States of America, its territories and
possessions, any state of the United States of America, the
District of Columbia, and all other areas subject to its
jurisdiction
|
"Voting Record
Time"
|
the time and date to be specified in the Scheme
Document by reference to which entitlement to vote on the Scheme
will be determined
|
"Wider Bidco
Group"
|
Bidco Group, as well as funds, vehicles and/or
accounts advised and/or managed by EQT Private Capital Asia or any
of its affiliates, together with their respective associated
undertakings and any other body corporate, partnership, joint
venture or person in which Bidco or any such undertakings
(aggregating their interests) have an interest of more than 30 per
cent. of the voting or equity capital or the equivalent
|
"Wider
Keywords Studios Group"
|
Keywords Studios and associated undertakings
and any other body corporate, partnership, joint venture or person
in which Keywords Studios and such undertakings (aggregating their
interests) have an interest of more than 30 per cent. of the voting
or equity capital or the equivalent (excluding, for the avoidance
of doubt, Bidco and all of its associated undertakings which are
not members of the Keywords Studios Group)
|
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "parent undertaking" have the respective
meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence" and "p" are to the lawful currency of the
United Kingdom.
All references to "US dollars", "USD", "US$", "$" and "cents" are to the lawful currency of
the United States.
All references to statutory provision or law or to
any order or regulation shall be construed as a reference to that
provision, law, order or regulation as extended, modified, replaced
or reenacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
All times referred to are London time unless
otherwise stated.
References to the singular include the plural and
vice versa.
[1]
The Acquisition Price is final and will not be increased, except
that Bidco reserves the right to increase the Acquisition Price
where: (i) there is an announcement of a possible offer or firm
intention to make an offer for Keywords Studios by any third party;
or (ii) the Panel otherwise provides its consent.