Results of Court Meeting and General Meeting
30/08/2024 13:25
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RNS Number : 3707C Keywords Studios PLC 30 August 2024
RNS: Results of Court Meeting and General Meeting
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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
30 AUGUST 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 (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
Results of Court Meeting and General Meeting held on 30 August 2024
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. 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.
The board of Keywords Studios is pleased to announce that each of the
resolutions proposed at the Court Meeting and the General Meeting held earlier
today in connection with the Acquisition were approved by the requisite
majorities. In particular:
· the requisite majority of Scheme Shareholders voted in favour of the
resolution to approve the Scheme at the Court Meeting; and
· the requisite majority of Keywords Studios Shareholders voted to
pass the Special Resolution at the General Meeting to approve the
implementation of the Scheme,
and accordingly, the Scheme was approved.
Details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting at Parts 9 and 10 (respectively) of the Scheme
Document, which is available on Keywords Studios' website
at https://www.keywordsstudios.com/en/investors/investors-home/potential-offer/.
The total number of Keywords Studios Shares in issue at the Voting Record Time
was 80,483,391. The Company does not hold any shares in treasury.
Consequently, the total voting rights in Keywords Studios at the Voting Record
Time were 80,483,391. Scheme Shareholders were entitled to one vote per
Scheme Share held at the Voting Record Time at the Court Meeting and eligible
Keywords Studios Shareholders were entitled to one vote per Keywords Studios
Share held at the Voting Record Time at the General Meeting.
The detailed voting results in relation to the Court Meeting and the General
Meeting are summarised below and this announcement will be posted on Keywords
Studios'
website athttps://www.keywordsstudios.com/en/investors/investors-home/regulatory-news/.
Update on Conditions
All clearances have been received or applicable waiting periods have expired
(as relevant) in respect of all of the Conditions to the Acquisition relating
to antitrust as set out in paragraphs 3.1 to 3.8 of Part A of Part 3 of the
Scheme Document.
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted
(either in person or by proxy), representing 91.97 per cent. in value of
those Scheme Shares, voted in favour of the resolution to approve the Scheme.
The resolution proposed at the Court Meeting was passed on a poll vote.
Details of the votes cast are as follows:
Number of Scheme Shares voted % of Scheme Shares voted((1)) Number of Scheme Shareholders who voted((2)) % of Scheme Shareholders who voted((1)(2)) Number of Scheme Shares voted as a % of the issued share capital entitled to
be voted on the Scheme
For 44,138,821 91.97 54 90 54.84
Against 3,852,722 8.03 6 10 4.79
Total 47,991,543 100 55 100 59.63
(1) All percentages rounded to two decimal places
(2) The total number of Scheme Shareholders who voted includes 5 Scheme
Shareholders who gave instructions for votes to be cast in favour of the
resolution in respect of part of their holding and against the resolution in
respect of another part of their holding. The aggregate number of Scheme
Shareholders voting for and against the resolution exceeds the related total
because such cases have been treated as involving both a number of votes cast
in favour of the resolution and a number of votes cast against.
Voting results of the General Meeting
At the General Meeting, the Special Resolution to authorise the implementation
of the Scheme was duly passed on a poll vote. The results are detailed as
follows:
Number of Keywords Studios Shares voted % of Keywords Studios Shares voted((1)) Number of Keywords Studios Shares voted as a % of the issued ordinary share
capital((1))
For 42,001,804 86.77 52.19
Against 6,405,915 13.23 7.96
Total 48,407,719 100 60.15
Withheld((2)) 6,448 0.01 0.01
(1) All percentages rounded to two decimal places
(2) A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the special
resolution. Includes discretionary votes.
Next Steps
The outcome of today's Court Meeting and General Meeting means that Conditions
2.1 and 2.2 and (as set out in Part A of Part 3 (Conditions and Further Terms
of the Acquisition and the Scheme) of the Scheme Document) have been
satisfied. The Acquisition remains subject to the satisfaction or (where
capable of being waived) waiver of the other Conditions to the Acquisition as
set out in Part 3 (Conditions and Further Terms of the Acquisition and the
Scheme) of the Scheme Document, including the Court sanctioning the Scheme at
the Sanction Hearing.
The Sanction Hearing is scheduled to be held in the High Court of Justice in
England and Wales on 21 October 2024 at 10:30 a.m. Keywords Studios and
Bidco therefore anticipate that the Scheme will become Effective on or
about 23 October 2024.
The expected timetable for implementation of the Scheme is:
Event Time and/or date (1)
Sanction Hearing 21 October 2024
Last day of dealings in, and for registration of transfers of, 22 October 2024
and disablement in CREST of, Keywords Studios Shares
Scheme Record Time and Date 6:00 p.m. on 22 October 2024
Dealings in Keywords Studios Shares suspended 8:00 a.m. on 23 October 2024
Effective Date of the Scheme 23 October 2024
Cancellation of admission of Keywords Studios Shares to trading on AIM By 8:00 a.m. on 24 October 2024
Latest date for despatch of cheques and crediting of CREST for cash Within 14 days of the Effective Date
consideration due under the Scheme
Long Stop Date((2)) 3 April 2025
_______________________
Notes:
(1) These dates and times are indicative only and will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a
copy of the Court Order is delivered to the Registrar of Companies.
(2) This is the latest date by which the Scheme may become Effective unless
Bidco and Keywords Studios agree (and the Panel, and if required, the Court
permit) a later date.
(3) If any of the expected times and/or dates above change, the revised times
and/or dates will be notified to Keywords Studios Shareholders by announcement
through a Regulatory Information Service, with such announcement being made
available on Keywords Studios' website
at https://www.keywordsstudios.com/en/investors/investors-home/potential-offer/.
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
release of this announcement 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. The Acquisition is made solely through the
Scheme Document (and the accompanying Forms of Proxy) or, in the event that
the Acquisition is to be implemented by means of a Takeover Offer, the
Takeover Offer document, which contains the full terms and conditions of the
Acquisition, including, if applicable details of how to vote in respect of the
Scheme. Any decision in respect of the Acquisition should be made only on the
basis of the information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer document).
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
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.
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.
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.
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 a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
UK Taxation of certain overseas shareholders
Non-UK holders should not be subject to United Kingdom taxation of chargeable
gains in respect of the Scheme, however they may be subject to foreign
taxation depending on their personal circumstances. No UK stamp duty or Stamp
Duty Reserve Tax (SDRT) should generally be payable by Non-UK holders on the
transfer of their Keywords Studios Shares under the Scheme.
References above to "Non-UK holders" are to Keywords Studios Shareholders who
are not resident for tax purposes in the United Kingdom, have not within the
past five years been resident for tax purposes in the United Kingdom and are
not carrying on a trade (or profession or vocation) in the United Kingdom. If
an individual is only temporarily (i.e. for fewer than five years) resident
outside the United Kingdom for capital gains tax purposes as at the date of
disposal, the individual could, on becoming resident for tax purposes in the
United Kingdom again, be liable for United Kingdom taxation of chargeable
gains in respect of disposals made while the individual was temporarily
resident outside the United Kingdom for capital gains tax purposes.
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 Scheme
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 Acquisition may, in certain circumstances, instead be carried out by way
of a Takeover 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 a Takeover Offer, such Takeover 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 Offer
would be made in the United States by Bidco and no one else.
In the event that the Acquisition is implemented by way of a Takeover 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 organised 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.
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, estimates or quantified benefits statements
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.
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
consent.
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