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
22 October
2024
Keywords Studios
plc
("Keywords" or the
"Company")
Rule 2.9
Announcement
In accordance with Rule 2.9 of the
City Code on Takeovers and Mergers (the "Code"), as at 22 October 2024, Keywords
confirms that it has in issue 84,096,949 ordinary shares of 1 pence
each admitted to trading on AIM under the ISIN code
GB00BBQ38507.
Enquiries:
Keywords Studios plc
via Deutsche Numis / Robey Warshaw
Giles Blackham, Director of Investor
Relations
Deutsche Numis
+44 (0) 20 7260 1000
Joint financial adviser, NOMAD and Joint corporate
broker
Stuart Skinner
Alec Pratt
William Baunton
Alexander Kladov
Robey
Warshaw
+44 (0) 20 7317 3900
Joint financial adviser
Simon Robey
Daniel Zumbuehl
MHP
Group
+44 (0) 20 3128 8100
Financial
Communications
+44 (0) 7884 494 112
Katie Hunt
Person responsible
The person responsible for arranging
the release of this announcement on behalf of Keywords is Gavin
White, Company Secretary.
Rule
26.1
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available on the
Company's website at https://www.keywordsstudios.com/en/. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.
Further information
Numis Securities Limited
("Deutsche Numis"), which
is authorised and regulated in the United Kingdom by the Financial
Conduct Authority ("FCA"),
is acting exclusively for Keywords Studios and no one else in
connection with the matters set out in this announcement 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 this
announcement, 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
financial adviser exclusively for Keywords Studios and no one else
in connection with the matters referred to in this announcement 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 relation to the matters referred to in this
announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% 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 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Code, any
person who is, or becomes, interested in 1% 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 pm (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.