Legal Entity Identifier: LEI2138007VR9ZYCWS7VE12
For Immediate Release 24 October 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Keywords Studios plc ("Keywords" or the "Company" and, together with its subsidiaries, the "Group")
RESULTS OF PLACING
Keywords Studios plc, the international technical services provider to the global video games industry, is pleased to announce the results of the equity placing announced earlier today (the "Placing").
A total of 5,357,143 new ordinary shares of 1 pence each in the capital of the Company (the "Placing Shares") have been placed by Numis Securities Limited and Joh. Berenberg, Gossler & Co. KG (together, the "Joint Bookrunners") at a price of 1400p per Placing Share (the "Placing Price"), raising gross proceeds of approximately £75m (before expenses).
The Placing Shares issued represent approximately 9.5% of the issued ordinary share capital of the Company prior to the Placing. The Placing Price represents a premium of 0.9% to the closing price of 1387p on 23 October 2017.
In relation to the above, an application has been made to the London Stock Exchange for the Placing Shares, which will when issued rank pari passu with the existing ordinary shares in the capital of the Company, to be admitted to trading on AIM which is expected to take place at 8.00 a.m. on 27 October 2017.
In accordance with the FCA's Disclosure Guidance and Transparency Rules, following this issue, the Company's issued share capital consists of 61,568,284 ordinary shares. The Company does not hold any ordinary shares in treasury.
The figure of 61,568,284 ordinary shares should be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Director participation
The participation of Directors of Keywords who have taken up Placing Shares at the Placing Price is as follows:
|
Director |
Interest in Ordinary Shares |
Aggregate value of Placing Shares to be acquired |
Number of Placing Shares to be acquired |
Interest in Ordinary Shares following the Placing |
Resulting holding of Ordinary Shares as % of enlarged issued share capital |
|
Georges Fornay |
- |
£43,988 |
3,142 |
3,142 |
0.005% |
|
Charlotta Ginman |
- |
£14,994 |
1,071 |
1,071 |
0.002% |
|
David Reeves |
31,329 |
£14,994 |
1,071 |
32,400 |
0.053% |
For further information on this Announcement, please contact:
|
Keywords Studios (www.keywordsstudios.com) Andrew Day, Chief Executive Officer David Broderick, Chief Financial Officer |
+353 190 22 730 |
|
Numis (Financial Adviser, NOMAD, Broker and Joint Bookrunner) Stuart Skinner / Kevin Cruickshank (Nominated Adviser) James Black / Tom Ballard (Corporate Broker) |
020 7260 1000 |
|
Berenberg (Joint Bookrunner) Chris Bowman, Ben Wright, Mark Whitmore
MHP Communications (Financial PR) Katie Hunt / Ollie Hoare / Nessyah Hart |
020 3207 7800
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 37 facilities in 18 countries strategically located in Asia, the Americas and Europe, it provides integrated art creation, software engineering, testing, localisation, audio and customer care services across more than 50 languages and 16 games platforms to a blue-chip client base in more than 15 countries. It 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, Riot Games, Sony, Square Enix, Supercell, TakeTwo, and Ubisoft. Recent titles worked on include Uncharted 4: A Thief's End, Call of Duty: Infinite Warfare, Mortal Combat X, Assassin's Creed Syndicate, Battlefield 1, Overwatch, World of Warcraft: Legion, Hearthstone, Clash Royale, and Mobile Strike. Keywords Studios is listed on AIM, the London Stock Exchange regulated market (KWS.L).
The information contained within this announcement is inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement this inside information is now considered to be in the public domain. The person responsible for arranging for the release of this announcement on behalf of Keywords is Andrew Day, Chief Executive Officer of Keywords.
Regulated Information Classification: Inside information
IMPORTANT NOTICE
THIS ANNOUNCEMENT AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL OR MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, ("QUALIFIED INVESTORS") BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (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; AND (C) PERSONS WHO HAVE OTHERWISE BEEN INVITED TO PARTICIPATE IN THE PLACING BY NUMIS OR BERENBERG (ALL SUCH PERSONS IN (A), (B) OR (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH placee in respect of the Placing Shares ("PLACEE") SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.
This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "securities act") or any laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and will be offered or sold only (a) outside of the United States in accordance with Regulation S under the Securities Act and (b) in the United States, only to persons reasonably believed to be qualified institutional buyers, as defined in and in reliance on Rule 144A under the securities act, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada, Japan or South Africa.
Numis Securities Limited ("Numis") (either through itself or through any of its Affiliates or Rule 405 Affiliates) is acting as Nominated Adviser and broker to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers and as joint bookrunner and as agent for the Company in connection with the Placing. Numis is authorised and regulated in the United Kingdom by the FCA. Joh. Berenberg, Gossler & Co. KG ("Berenberg") (either through itself or through any of its Affiliates or Rule 405 Affiliates) is acting as joint bookrunner and as agent for the Company in connection with the Placing. Berenberg is regulated by the Federal Financial Supervisory Authority in Germany and subject to limited supervision by the FCA in the United Kingdom. Each of Numis and Berenberg is acting exclusively 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 the customers of Numis and Berenberg or for providing advice in relation to the Placing or any other matter referred to in this Announcement.
Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that Numis, Berenberg or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.