THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) ("MAR").
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Keywords Studios PLC ("Keywords Studios" or the "Group")
Results of Placing
Keywords Studios announces the successful completion of the non-pre-emptive placing of ordinary shares in the capital of the Company announced yesterday (the "Placing").
A total of 6,900,000 new ordinary shares in the capital of the Company (the "Placing Shares") have been placed by Numis Securities Limited ("Numis") and Citigroup Global Markets ("Citi" together with Numis, the "Bookrunners"), raising gross proceeds of approximately £100 million. Placing Shares have been issued at a price of 1,450 pence per Placing Share (the "Placing Price").
The Placing Shares being issued represent, in aggregate, approximately 10.5 per cent. of Keywords issued ordinary share capital prior to the Placing.
Keywords consulted with a number of its major shareholders prior to the Placing in order to adhere to the principles of pre-emption through the allocation process. The Company is pleased by the strong support it has received from existing shareholders and new investors.
An application has been made to the London Stock Exchange for the admission of the Placing Shares to be admitted to trading on the Alternative Investment Market ("Admission"). Settlement for the Placing and Admission is expected to take place on or before 8:00 a.m. on 20 May 2020. The Placing is conditional, inter alia, upon Admission becoming effective and the placing agreement becoming unconditional and not being terminated. Once Admission occurs, the Placing will have been successfully completed. The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares of 1 pence in the capital of the Company, including, without limitation, the right to receive all future dividends and distributions declared, made or paid after the date of issue of the Placing Shares.
Keywords Studios does not currently hold any shares in treasury and, therefore, following Admission, the total number of shares in issue in the Company will be 72,659,041.
Director and executive management participation in the Placing
The following directors and executive management of the Company and their close associates have agreed to subscribe for the number of Placing Shares opposite his/her name as set out below:
Number of Placing Shares
For further information, please contact:
Keywords Studios (www.keywordsstudios.com)
Andrew Day, Chief Executive Officer
Jon Hauck, Chief Financial Officer
Joseph Quinn, Investor Relations
+353 190 22 730
Numis (Financial Adviser, NOMAD, Broker, Joint Bookrunner)
Stuart Skinner/Kevin Cruickshank (Nominated Adviser)
James Black/Will Baunton (Corporate Broker)
020 7260 1000
Citi (Joint Bookrunner)
Patrick Evans/Robert Redshaw/Mark Tweedie
020 7986 4000
MHP Communications (Financial PR)
Katie Hunt/James Midmer/Charles Hirst
020 3128 8100
About Keywords Studios (www.keywordsstudios.com)
Keywords Studios is an international technical services provider to the global video games industry. Established in 1998, and now with 59 facilities in 21 countries strategically located in Asia, the Americas and Europe, it provides integrated art creation, marketing services, software engineering, testing, localization, audio and customer care services across more than 50 languages and 16 games platforms to a blue-chip client base of over 950 clients across the globe.
Keywords Studios has a strong market position, providing services to 23 of the top 25 most prominent games companies, including Activision Blizzard, Bandai Namco, Bethesda, Electronic Arts, Konami, Microsoft, Riot Games, Square Enix, Supercell, TakeTwo, Epic Games and Ubisoft. Recent titles worked on include Call of Duty: Black Ops 4, Mortal Combat X, Assassin's Creed Odyssey, Borderlands 3, League of Legends, Fortnite, Clash Royale and Rainbow Six Siege. Keywords Studios is listed on AIM, the London Stock Exchange regulated market (KWS.L).
This announcement and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other state or jurisdiction. This Announcement has not been approved by the London Stock Exchange.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.
No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation") from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors (within the meaning of article 2(e) of the Prospectus Regulation ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "relevant persons").
In Canada all offers of the Placing Shares will be conducted in reliance on one or more exemptions from the prospectus requirements of applicable Canadian securities legislation contained; notably under section 2.3 of National Instrument 45-106 - Prospectus Exemptions (the "accredited investor exemption").
Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Citigroup Global Markets Limited ("Citi") is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the FCA and the PRA. Each of Numis and Citi (together, the "Joint Bookrunners") is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement. The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market operated by the London Stock Exchange.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The 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 in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.