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
29 July
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
Publication and Posting of Scheme Document
On 3 July 2024, the boards of Bidco
and Keywords Studios announced that they have 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 is to be effected by means of a scheme
of arrangement under Part 26 of the Companies Act.
Publication and posting of the Scheme
Document
Keywords Studios announces that it
has published a circular in relation to the Acquisition (the
"Scheme Document"), together with the Forms of Proxy for the Court
Meeting and the General Meeting. The Scheme Document sets out,
amongst other things, the full terms and conditions of the Scheme,
an explanatory statement pursuant to section 897 of the Companies
Act 2006, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be
taken by Keywords Studios Shareholders. Capitalised terms used in
this announcement shall, unless otherwise defined, have the same
meaning as set out in the Scheme Document.
Hard copies of the Scheme Document
and Forms of Proxy for the Court Meeting and the General Meeting
are being posted to Keywords Studios Shareholders and, for
information only, to persons with information rights. Keywords
Studios will also be sending details of the proposals being made to
participants in the Keywords Studios Share Plans to such
participants.
Action required
As further detailed in the Scheme
Document, to become Effective, the Scheme requires, among other
things:
· the
approval of the requisite majority in number of Scheme Shareholders
present and voting either in person or by proxy at the Court
Meeting (or any adjournment thereof), which has been convened by an
order of the Court, representing not less than 75 per cent. in
value of the Scheme Shares voted by such Scheme Shareholders;
and
· the
passing of the Resolution by the requisite majority of Keywords
Studios Shareholders at the General Meeting (or any adjournment
thereof).
The Scheme is also subject to the
satisfaction or (where applicable) waiver of the Conditions and
further terms set out in the Scheme Document.
The Scheme will require the approval
of the Scheme Shareholders at the Court Meeting to be held with the
permission of the Court at the offices of MHP Group, 60 Great
Portland Street, London W1W 7RT at 10.00 a.m. on 30 August 2024.
The implementation of the Scheme will also require the approval of
Keywords Studios Shareholders of the Resolution to be proposed at
the General Meeting to be held at the same place at 10.15 a.m. on
30 August 2024 (or as soon thereafter as the Court Meeting has
concluded or been adjourned). Notices of the Shareholder Meetings
are set out in Part 9 (Notice of
Court Meeting) and Part 10 (Notice of General Meeting) of the
Scheme Document
It is important that, for the Court
Meeting, as many votes as possible are cast so that the Court may
be satisfied that there is a fair and reasonable representation of
Scheme Shareholder opinion. Whether or not you intend to attend
and/or vote at the Shareholder Meetings, you are therefore strongly
urged to complete, sign and return your Forms of Proxy by post or
transmit a proxy instruction electronically through CREST or
Proxymity as soon as possible and, in any event, by no later than
10.00 a.m. on 28 August 2024 in the case of the Court Meeting and
by 10.15 a.m. on 28 August 2024 in the case of the General Meeting
(or, in the case of any adjournment, not later than 48 hours before
the time fixed for the holding of the adjourned meeting, in each
case excluding any part of such 48 hour period falling on a day
that is not a working day). You are also strongly encouraged to
appoint "the Chair of the meeting" as your proxy.
Recommendation
The
Keywords Studios Directors, who have been so advised by Deutsche
Numis and Robey Warshaw as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Keywords Studios
Directors, Deutsche Numis and Robey Warshaw have taken into account
the commercial assessments of the Keywords Studios
Directors.
Accordingly, the Keywords Studios Directors unanimously
recommend that Keywords Studios Shareholders vote in favour of the
Scheme at the Court Meeting and that Keywords Studios Shareholders
vote in favour of the Resolution to be proposed at the General
Meeting (or in the event the Acquisition is implemented by way of a
Takeover Offer, to accept or procure acceptance of such Takeover
Offer), as the Keywords Studios Directors who hold interests in
Keywords Studios Shares have irrevocably undertaken to do in
respect of their own legal and/or beneficial holdings which are
under their control being, in aggregate, 51,019 Keywords Studios
Shares representing approximately 0.06 per cent. of Keywords
Studios' issued ordinary share capital on the Latest Practicable
Date.
Robey
Warshaw is providing independent financial advice to the Keywords
Studios Directors for the purposes of Rule 3 of the Takeover
Code.
Scheme Shareholders should read the
Scheme Document in its entirety before making a decision in respect
of the Scheme.
Timetable
The Scheme Document contains an
expected timetable of principal events relating to the Scheme,
which is also set out in the appendix to this announcement. The
Scheme remains conditional on the approval of the requisite
majority of Scheme Shareholders at the Court Meeting, approval of
the requisite majority of Scheme Shareholders at the General
Meeting and the satisfaction or waiver of the other Conditions set
out in the Scheme Document, including the sanction of the Court.
The Scheme is expected to become Effective in the fourth quarter of
2024. Any update to the expected timetable will be announced
through a Regulatory Information Service, with such announcement
being made available on Keywords Studios' website at
www.keywordsstudios.com/en/investors/investors-home/potential-offer/.
Dividends
If any dividend, distribution, or
other return of capital or value is announced, declared, made or
paid in respect of Keywords Studios Shares on or after the
Announcement Date and prior to the Effective Date, Bidco will
reduce the Acquisition Price by the amount of such dividend,
distribution and/or other return of capital or value and in which
case any reference in this document, and/or the Scheme Document, to
the Acquisition Price is deemed to be a reference to the
Acquisition Price as so reduced. Any such reduction shall be the
subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the
terms of the Scheme or the Acquisition. In such circumstances, the
Keywords Studios Shareholders will be entitled to retain such
dividend, distribution and/or other return of capital or
value.
Shareholder Helpline
If you have any questions relating
to this document (or any information incorporated into this
document, and/or the Scheme Document, by reference from another
source), the Shareholder Meetings or the completion and return of
the Forms of Proxy, please email
shareholderenquiries@linkgroup.co.uk or telephone Link on +44
(0)371 664 0321. If calling from outside the UK, please ensure the
country code is used. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines will be
open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Different charges may apply
to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. Please note
that Link cannot provide advice on the merits of the Acquisition or
the Scheme or give any financial, legal, investment or tax
advice.
Enquiries:
EQT
|
|
J.P. Morgan Cazenove
(Lead Financial Adviser to Bidco)
Dwayne Lysaght / Jonty Edwards / Edward Hatter
|
+44 (0) 20 3493 8000
|
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)
Faeth Birch / Amanda Healy / Sophia Johnston
|
+44 (0) 20 7251 3801
EQT-LON@fgsglobal.com
|
Keywords Studios
Plc
Giles Blackham, Director of Investor Relations
|
via Deutsche Numis / Robey Warshaw
|
Deutsche Numis
(Joint Financial Adviser, NOMAD and Joint Corporate Broker to
Keywords Studios)
Stuart Skinner / Alec Pratt / William Baunton /
Alexander Kladov
|
+44 (0) 20 7260 1000
|
Robey
Warshaw LLP (Joint Financial Adviser to Keywords
Studios)
Simon Robey / Daniel Zumbuehl
|
+44 (0) 20 7317 3900
|
MHP Group (PR
Adviser to Keywords Studios)
Katie Hunt / Eleni Menikou / Charles Hirst
|
+44
(0) 20 3128 8100
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).
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The
following indicative timetable sets out the expected dates for
implementation of the Scheme based on Keywords Studios' and Bidco's
current expected dates for the implementation of the Scheme and is
subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Keywords Studios Shareholders by announcement through a
Regulatory Information Service.
Event
|
Time and/or
date(1)
|
Publication
of this document
|
29 July
2024
|
Latest time
for lodging Forms of Proxy for the:
|
|
Court Meeting (WHITE Form of
Proxy)
|
10.00
a.m. on 28 August 2024(2)
|
General Meeting (YELLOW Form
of Proxy)
|
10.15 a.m.
on 28 August 2024 (3)
|
Voting
Record Time
|
6.00 p.m. on 28 August 2024(4)
|
Court
Meeting
|
10.00
a.m. on 30 August 2024
|
General
Meeting
|
10.15
a.m. on 30 August 2024(5)
|
The following times and
dates associated with the Scheme are indicative only and will
depend, among other things, on the date on which: (i) the
Conditions are either satisfied or (if capable of waiver) waived in
respect of the Scheme; (ii) the Court sanctions the Scheme;
and (iii) the Court Order(s) sanctioning the Scheme are
delivered to the Registrar of Companies. Keywords Studios will give
adequate notice of any change(s) by issuing an announcement through
a Regulatory Information Service (with such announcement being made
available on Keywords Studios' website at
www.keywordsstudios.com/en/investors/investors-home/potential-offer/
) and, if
required by the Panel, send notice of the change(s) to Shareholders
and, for information only, other persons with information rights
and participants in the Keywords Studios Share Plans. Further
updates and changes to these times will be notified in the same
way. Please see also note (1) below.
Sanction
Hearing to seek sanction of the Scheme
|
a date
expected to be in the fourth quarter of 2024, subject to the
satisfaction (or, if applicable, waiver) of the Conditions (other
than Conditions 2.3 and 2.4) and in any event, prior to the Long
Stop Date (D)(6)
|
Last day
for dealings in, and for the registration of transfers of Keywords
Studios Shares
|
D+1
Business Day
|
Scheme
Record Time
|
6.00 p.m. on D+1 Business Day
|
Disablement
in CREST in respect of Keywords Studios Shares
|
6.00 p.m. on D+1 Business Day
|
Suspension
of dealings in, Keywords Studios
Shares
|
by
8.00 a.m. on D+2 Business Days
|
Effective Date of
Scheme(7)
|
D+2
Business Days
|
Cancellation of admission to trading of Keywords Studios
Shares on AIM
|
8.00 a.m. on the next Business Day after the Effective
Date
|
Latest date
for despatch of cheques and crediting of CREST accounts and
processing electronic transfers for cash consideration due under
the Scheme
|
Within
14 days of the Effective Date
|
Long Stop
Date
|
3
April 2025(8)
|
(1)
The dates and
times given are indicative only, are based on current expectations,
are subject to change (including as a result of changes to the
regulatory timetable) and will depend, among other things, on the
date on which: (i) the Conditions are either satisfied, or (if
capable of waiver) waived; (ii) the Court sanctions the Scheme; and
(iii) the Court Order sanctioning the Scheme is delivered to the
Registrar of Companies. References to times are to London, United
Kingdom time unless otherwise stated. If any of the 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 and, if required by the Panel,
notice of the change(s) will be sent to Keywords Studios
Shareholders and other persons with information rights.
Participants in the Keywords Studios Share Plans will be contacted
separately on or around the date of this document to inform them of
the effect of the Scheme on their rights under the Keywords Studios
Share Plans, including details of any appropriate proposals being
made and dates and times relevant to them.
(2)
The WHITE Form of
Proxy for the Court Meeting should be received by Link before 10.00
a.m. on 28 August 2024, or, if the Court Meeting is adjourned, not
later than 48 hours before the time fixed for the holding of
the adjourned meeting, excluding any part of such 48 hour
period falling on a day that is not a working day. WHITE Forms of
Proxy not so received may be handed to the Chair of the Court
Meeting or the Link representative who will be present at the Court
Meeting before the commencement of the Court Meeting (or any
adjournment thereof).
(3)
The YELLOW Form of
Proxy for the General Meeting must be lodged with Link before 10.15
a.m. on 28 August 2024 in order for it to be valid, or, if the
General Meeting is adjourned, not later than 48 hours before
the time fixed for the holding of the adjourned meeting, excluding
any part of such 48 hour period falling on a day that is not a
working day. The YELLOW Form of Proxy cannot be handed to the Chair
of the General Meeting or the Link representative at the General
Meeting and will be invalid if submitted after this deadline.
(4)
If a Shareholder
Meeting is adjourned, the Voting Record Time for the relevant
adjourned Shareholder Meeting will be 6.00 p.m. on the day which is
two Business Days before the adjourned Shareholder
Meeting.
(5)
To commence at the
time fixed or as soon thereafter as the Court Meeting has been
concluded or adjourned.
(6)
Bidco may specify
a later date, with the agreement of Keywords Studios or, in a
competitive situation, with the consent of the Panel, and the
approval of the Court if such approval is required.
(7)
Keywords Studios
expects that, subject to the satisfaction (or, where applicable,
waiver) of the Conditions in Part 3 (Conditions and Further Terms of the
Acquisition and the Scheme) of the Scheme Document, the
Scheme is expected to become Effective in the fourth quarter of
2024.
(8)
This is the last
date on which the Scheme may become Effective unless Bidco and
Keywords Studios, with the consent of the Panel and, if required,
the approval of the Court, agree a later date.
IMPORTANT
NOTICES
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.
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 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 document) 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 document. 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 document 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 document 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 document are made as at the date of
this document, 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 document 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 document are not to be construed as
legal, business, financial or tax advice.
Overseas
Shareholders
The
release, publication or distribution of this document 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 document 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
document 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.
Neither
this document 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.
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
financial information included in this document has been prepared
in accordance with accounting standards applicable in the United
Kingdom and thus may not be comparable to financial information of
U.S. companies or companies whose financial statements are prepared
in accordance with generally accepted accounting principles in the
United States.
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
document (including information incorporated by reference in this
document), 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 document 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 document 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 document 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.
Disclosure requirements of
the Takeover Code
Under
Rule 8.3(a) of the Takeover Code, any person who is interested
in 1 per cent. 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 p.m. (London time) on the 10th Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 p.m. (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 and
availability of hard copies
A copy of
this document 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/
by no later than 12 noon (London time) on
the Business Day following the date of this document. For the
avoidance of doubt, the contents of the websites referred to in
this document are not incorporated into and do not form part of
this document.
In
accordance with Rule 30.3 of the Takeover Code, Keywords Studios
Shareholders, persons with information rights and participants in
the Keywords Studios Share Plans may request a hard copy of this
document by contacting Link on +44 (0)371 664 0321 between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales (if calling from outside the UK, please ensure
the country code is used) or by submitting a request in writing to
Link, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL.
In accordance with Rule 30.3 of the Takeover Code, a person so
entitled may also request that all future documents, announcements
and information in relation to the Acquisition should be sent to
them in hard copy form. If you have received this document in
electronic form or via a website notification, hard copies of this
document and any document or information incorporated by reference
into this document will not be provided unless such a request is
made.
General
No person
has been authorised to give any information or make any
representations other than those contained in this document and, if
given or made, such information or representations must not be
relied upon as having been authorised by Keywords Studios, the
Keywords Studios Directors, Bidco, the Bidco Directors, EQT, the
EQT Responsible Persons, Rosa Investments, the Rosa
Investments Responsible Persons, CPP
Investments, CPPIB PHI4, the CPP Investments Responsible Persons or by Deutsche Numis or Robey
Warshaw or J.P. Morgan Cazenove or HSBC or any other person
involved in the Acquisition. Neither the delivery of the Scheme
Document nor holding the Shareholder Meetings, the Sanction
Hearing, or filing the Court Order shall, under any circumstances,
create any implication that there has been no change in the affairs
of the Keywords Studios Group or the Bidco Group since the date of
this document or that the information in, or incorporated into,
this document is correct as at any time subsequent to its
date.
If you are
in any doubt about the contents of this document or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under
Financial Services and Markets Act 2000 (as amended) if you are
resident in the UK or, if not, from another appropriate authorised
independent financial adviser.