REG - Keywords Studios PLC - Scheme of Arrangement Becomes Effective

Keywords StudiosAnnouncement

23/10/2024 11:45

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RNS Number : 3249J  Keywords Studios PLC  23 October 2024

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.

FOR IMMEDIATE RELEASE

23 OCTOBER 2024

RECOMMENDED FINAL CASH ACQUISITION

of

Keywords Studios Plc ("Keywords Studios")

by

Houting UK Limited ("Bidco")

(a newly formed company indirectly wholly-owned by (i) EQT's BPEA Fund VIII,
(ii) CPP Investments (acting through its wholly-owned subsidiary CPPIB PHI4)
and (iii) Rosa Investments)

to be effected by means of a scheme of arrangement

under Part 26 of the UK Companies Act 2006

 

Scheme of Arrangement Becomes Effective

On 3 July 2024, the boards of Bidco and Keywords Studios announced that they
had reached agreement on the terms of a recommended final cash acquisition of
the entire issued and to be issued ordinary share capital of Keywords Studios
by Bidco, a newly formed private limited company 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 (the "Acquisition").
The Acquisition is to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act (the "Scheme"). A circular in relation to the
Acquisition was published by Keywords Studios on 29 July 2024 (the "Scheme
Document"). Capitalised terms in this announcement, unless otherwise defined,
have the same meanings as set out in the Scheme Document and all references to
times in this announcement are to London time unless otherwise stated.

On 30 August 2024, the requisite majority of Scheme Shareholders voted to
approve the Scheme at the Court Meeting and the requisite majority of Keywords
Studios Shareholders voted to pass the Special Resolution to implement the
Scheme, including the amendment of Keywords Studios' articles of association,
at the General Meeting.

Following the sanction of the Scheme by the Court on 21 October 2024, Bidco
and Keywords Studios are pleased to announce that a copy of the Court Order
has been delivered to the Registrar of Companies today; and accordingly, the
Scheme has now become effective in accordance with its terms and the entire
issued, and to be issued, share capital of Keywords Studios is now owned by
Bidco.

Suspension and cancellation of admission to trading of Keywords Studios Shares

As previously announced, trading in Keywords Studios Shares on AIM is expected
to be suspended with effect from 7.30 a.m. today and the cancellation of
trading of Keywords Studios Shares on AIM is expected to take place at 7.00
a.m. on 24 October 2024.

Settlement of consideration

A Scheme Shareholder on the register of members of Keywords Studios at the
Scheme Record Time, being 6.00 p.m. on 22 October 2024 will be entitled to
receive 2,450 pence in cash for each Scheme Share then held. Settlement of
the consideration to which any Scheme Shareholder is entitled will be effected
by way of the despatch of cheques or the crediting of CREST accounts (for
Scheme Shareholders holding Scheme Shares in certificated form and in
uncertificated form respectively) as soon as practicable. The latest date of
despatch of cheques and settlement of the consideration in relation to the
Acquisition is 6 November 2024, being 14 days after the Effective Date, as set
out in the Scheme Document.

Keywords Studios Board changes

Upon the Scheme becoming Effective, the resignations of the Keywords Studios
Non-Executive Directors, Donald Robert, Marion Sears, Charlotta
Ginman-Horrell, Georges Fornay and Richard Neil Thompson, took effect.
Bertrand Bodson, Jonathan Hauck and Robert Kingston will remain on the
Keywords Studios Board.

Dealing disclosures

Keywords Studios is no longer in an "offer period" as defined in the Takeover
Code and accordingly the dealing disclosure requirements previously notified
to Keywords Studios Shareholders no longer apply.

Full details of the Acquisition are set out in the Scheme Document.

 

Enquiries:

 EQT

 J.P. Morgan Cazenove (Lead Financial Adviser to Bidco)                         +44 (0) 20 3493 8000

 Dwayne Lysaght / Jonty Edwards / Edward Hatter

 HSBC Bank plc (Financial Adviser to Bidco)                                     +44 (0) 20 7991 8888

 Andrew Owens / Bhavin Dixit / Wee Yang Tay

 FGS Global (PR Adviser to EQT and Bidco)                                       +44 (0) 20 7251 3801

 Faeth Birch / Amanda Healy / Sophia Johnston                                   EQT-LON@fgsglobal.com

 Keywords Studios Plc                                                           via Deutsche Numis / Robey Warshaw

 Giles Blackham, Director of Investor Relations

 Deutsche Numis (Joint Financial Adviser, NOMAD and Joint Corporate Broker to   +44 (0) 20 7260 1000
 Keywords Studios)

 Stuart Skinner / Alec Pratt / William Baunton / Alexander Kladov

 Robey Warshaw LLP (Joint Financial Adviser to Keywords Studios)                +44 (0) 20 7317 3900

 Simon Robey / Daniel Zumbuehl

 MHP Group (PR Adviser to Keywords Studios)                                     +44 (0) 20 3128 8100

 Katie Hunt / Eleni Menikou / Charles Hirst                                     keywords@mhpgroup.com (mailto: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 relating to financial advisers

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 Financial Conduct Authority ("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 or in the
Scheme Document.

HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the
FCA and the Prudential Regulation Authority in the United Kingdom, is acting
as financial advisor exclusively to Bidco and no one else in connection with
the Acquisition, and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the matters in
relation to the Acquisition and is not, and will not be, responsible to anyone
other than Bidco for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition or any transaction or
arrangement referred to in this announcement. Neither HSBC nor any of its
group undertakings or affiliates 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 HSBC in
connection with the Acquisition or any matter referred to herein.

Numis Securities Limited (trading as Deutsche Numis)("Deutsche Numis"), which
is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for Keywords Studios as joint financial adviser, NOMAD and joint
corporate broker and no one else in connection with the Acquisition 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 the Acquisition, 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 joint financial adviser exclusively
for Keywords Studios and no one else in connection with the Acquisition 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 connection with the Acquisition or
any matter referred to herein.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this document shall not give rise to any implication that there has
been no change in the facts set forth in this announcement since such date.

The Acquisition shall be governed by English law and subject to the
jurisdiction of the English courts and the applicable requirements of the
Companies Act, the Takeover Code, the Panel, the AIM Rules, the London Stock
Exchange, the FCA and the Registrar of Companies.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation 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.

This announcement does not constitute a prospectus or a prospectus
exempted document.

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 FSMA 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 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.

Neither this announcement nor any of the accompanying documents are intended
to, and do not, constitute or form part of any offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval pursuant to the Scheme
or otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful.

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
www.keywordsstudios.com/en/investors/investors-home/potential-offer/
(https://protect.checkpoint.com/v2/___http:/www.keywordsstudios.com/en/investors/investors-home/potential-offer/___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpiOWYzZGIyMmY1ZjhjYzdiY2UzN2RmMjk1M2Y5OGIwZDo2OjRiNjI6YTU1ZjA1M2VlNzZhZjUzZGRlM2EzOGZkOTg4NjBlNzViMGU4M2EwNjY3ZTQxYTYxMGE0Zjg1MjEzMmI3NTMzMTpwOlQ6Tg)
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.

 

 

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