Form 8 (OPD) (Keywords Studios plc)

Keywords Studios PLC
31 May 2024
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Keywords Studios PLC

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Keywords Studios PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

29 May 2024

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

     TOTAL:

Nil

Nil

Nil

Nil

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

(a)  Interests held by the directors of Keywords Studios PLC, their close relatives and related trusts

 

Name

Number of shares

(Ordinary)

Percentage of issued capital (to two decimal places)

 

Bertrand Bodson (Director)

9,629

0.01%

Jonathan Hauck (Director)

13,145

0.02%

Charlotta Ginman-Horrell (Director)

1,071

0.00%

Charlie Horrell (spouse of Charlotta Ginman-Horrell)

662

0.00%

Marion Jane Sears (Director)

3,000

0.00%

Georges Fornay (Director)

6,521

0.01%

Donald Austin Robert (Director)

16,259

0.02%

Richard Neil Thompson (Director)

3,387

0.00%

 

(b)  Interests held as options or awards under the share plans of Keywords Studios PLC by the directors of Keywords Studios PLC and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

 

Name

Share Plan

No. of ordinary shares under option

Exercise price per share (£)

 

Exercise period

Bertrand Bodson (Director)

RSU (Joining award)

22,239

£0.01

Award due to vest on 1 December 2024

LTIP

(Joining award)

61,156

£0.01

5 May 2024 - 31 November 2028 

LTIP

(May 2022 Award)

70,392

£0.01

5 May 2025 - 4 May 2029

LTIP

(May 2023 Award)

71,996

£0.01

19 May 2026 - 18 May 2030

LTIP

(May 2024 Award)

152,311

£0.01

7 May 2027 - 6 May 2031

Robert Kingston (Director)

LTIP

(Joining award)

29,545

£0.01

2 August 2026 - 1 August 2030

LTIP

(May 2024 Award)

 91,981

£0.01

7 May 2027 - 6 May 2030

Jonathan Hauck (Director)

LTIP (September 2019 Award)

25,000

£0.01

30 September 2022 - 29 September 2026

LTIP (September 2019 Award)

140

£0.01

30 September 2022 - 29 September 2026

LTIP (May 2020 Award)

25,000

£0.01

1 May 2023 - 30 April 2027

LTIP (May 2021 Award)

25,000

£0.01

5 May 2024 - 4 May 2028

RSU (June 2021 Award)

544

£0.01

Final tranche of this award due to vest on 21 June 2024

RSU (September 2021 Award)

411

£0.01

Vesting in three equal tranches on the anniversary of the grant date 16 September 2022 - 2024

RSU (May 2022 Award)

1,707

£0.01

Final two tranches of the award comprise: 853 shares that had been due to vest on 5 May 2024 (vesting delayed pending the potential takeover) and a further 854 shares due to vest on 5 May 2025

LTIP (May 2022 Award)

35,586

£0.01

5 May 2025 - 4 May 2029

LTIP (May 2023 Award)

45,215

 

£0.01

19 May 2026 - 18 May 2030

LTIP (May 2024 Award)

95,660

£0.01

7 May 2027- 6 May 2031

 

(c)  Interests and short positions held by connected advisors of Keywords Studios PLC

             N/A

 

(a)  Interests of other persons acting in concert with the Offeree

             N/A

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

30 May 2024

Contact name:

Andrew Kennedy

Telephone number:

+353867013665

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

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