Extension to PUSU deadline
14/06/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240614:nRSN3923Sa&default-theme=true
RNS Number : 3923S Keywords Studios PLC 14 June 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY
THAT ANY FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
14 June 2024
Keywords Studios plc
Extension to PUSU deadline regarding Possible Offer
On 18 May 2024, the Board of Keywords Studios plc ("Keywords Studios" or the
"Company") confirmed that it is in advanced discussions with a fund which is
part of the EQT Group ("EQT") regarding a possible cash offer for Keywords
Studios of 2,550 pence per share to acquire the entire issued and to be issued
share capital of the Company (the "Possible Offer"). Keywords Studios
shareholders on the register on 24 May 2024 will also be entitled to receive
the 2023 final dividend of 1.76 pence, as recommended on 13 March 2024, and
payable on 28 June 2024 ("2023 Final Dividend").
In accordance with Rule 2.6(a) of the Code, EQT was required, by not later
than 5.00 p.m. on 15 June 2024 (the "PUSU Deadline"), to either announce a
firm intention to make an offer for Keywords Studios in accordance with Rule
2.7 of the Code or announce that it does not intend to make an offer, in which
case the announcement will be treated as a statement to which Rule 2.8 of the
Code applies.
To facilitate the finalisation of EQT's confirmatory due diligence, the
Company has requested, and the Panel on Takeovers and Mergers (the "Takeover
Panel") has consented to, an extension of the PUSU Deadline. Consequently, in
accordance with Rule 2.6(c) of the Code, EQT is now required, by not later
than 5.00 pm on 28 June 2024, either announce a firm intention to make an
offer for Keywords Studios in accordance with Rule 2.7 of the Code or announce
that it does not intend to make an offer for Keywords Studios, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code
applies.
In accordance with Rule 2.6(c) of the Code, the revised deadline may be
extended further at the request of the Board of Keywords Studios and with the
consent of the Takeover Panel.
In accordance with Rule 2.5(a) of the Code, EQT reserves the right to make an
offer for Keywords Studios at a lower value or on less favourable terms than
the Possible Offer: (i) with the agreement or recommendation of the Board of
Keywords Studios; (ii) if a third party announces a firm intention to make an
offer for Keywords Studios which, at that date, is of a value less than the
value of the Possible Offer; or (iii) following the announcement by Keywords
Studios of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a
reverse takeover (as defined in the Code). If Keywords Studios declares, makes
or pays any further dividend or distribution or other return of value or
payment to its shareholders, other than the 2023 Final Dividend, EQT reserves
the right to make an equivalent reduction to the Possible Offer. In connection
with the possibility of EQT making a cash offer for Keywords Studios (if it
were so inclined), EQT reserves the right to vary the form and / or mix of the
consideration it would offer.
This announcement is being made with the consent of EQT.
The person responsible for arranging the release of this announcement on
behalf of Keywords Studios is Andrew Kennedy, General Counsel.
Keywords Studios plc via Deutsche Numis / Robey Warshaw
Giles Blackham, Director of Investor Relations
Deutsche Numis +44 (0) 20 7260 1000
Joint financial adviser, NOMAD and Joint corporate broker
Stuart Skinner
Alec Pratt
William Baunton
Alexander Kladov
Robey Warshaw +44 (0) 20 7317 3900
Joint financial adviser
Simon Robey
Daniel Zumbuehl
MHP Group +44 (0) 20 3128 8100
Financial Communications +44 (0) 7884 494 112
Katie Hunt
Further information
Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Keywords Studios and no one else in connection with the
matters set out in this announcement and will not regard any other person as
its client in relation to the matters in this announcement and will not be
responsible to anyone other than Keywords Studios for providing the
protections afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. Neither Deutsche Numis nor any of
its affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with this announcement, any statement contained herein or otherwise.
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated in the
United Kingdom by the FCA, is acting as financial adviser exclusively for
Keywords Studios and no one else in connection with the matters referred to in
this announcement and will not regard any other person as its client in
relation to the matters referred to in this announcement and will not be
responsible to anyone other than Keywords Studios for providing the
protections afforded to clients of Robey Warshaw, nor for providing advice in
relation to the matters referred to in this announcement.
This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in
any jurisdiction.
The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available at
https://www.keywordsstudios.com/en/investors/investors-home/potential-offer
promptly and in any event by no later than 12 noon on the business day
following this announcement. The content of this website is not incorporated
into and does not form part of this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCBLGDLDDBDGSX