Completion of Director Share Sale

RNS Number : 1157Y

Keywords Studios PLC

12 May 2016

 

Not for publication, distribution or release directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan or Republic of South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law.

This announcement is not an offer to sell or a solicitation to buy securities in any jurisdiction, including the United States, Australia, Canada, Japan or Republic of South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

Keywords Studios plc ("Keywords", the "Group")

Completion of sale of ordinary shares by Directors (the "Sale")

Further to today's announcement, Keywords Studios plc (AIM: KWS) announces that it been informed that PEQ Holdings Ltd and Andrew Day successfully sold 4.0m and 1.5m ordinary shares in Keywords, respectively (the "Sale Shares") at 240 pence per share, such Sale Shares in aggregate being approximately 10.2 per cent of the existing issued share capital of the Company.

Following the Sale, PEQ and Andrew Day will retain beneficial interests in 14.8 per cent. and 7.2 per cent., respectively, of the entire issued share capital of Keywords. The Vendors have agreed to lock-in arrangements in relation to the balance of their Ordinary Shares which will last until the first anniversary of the completion of the Sale.

Numis Securities Limited ("Numis") and finnCap Limited ("finnCap") acted as brokers in relation to the Sale.

Contacts:

Numis Securities:                                                0207 260 1000

Tom Ballard (Broker)

Stuart Skinner / Kevin Cruickshank (Nomad)

finnCap Limited:                                                 0207 220 0500

Rhys Williams

MHP Communications

Katie Hunt / Jade Neal / Ollie Hoare                       020 3128 8710

Notes:

The distribution of this announcement and the offer and sale of the Sale Shares in certain jurisdictions may be restricted by law. The Sale Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Sale Shares in such jurisdiction. No action has been taken by Keywords Studios plc ("Keywords") or by Numis Securities Limited ("Numis") or any of their respective affiliates that would permit an offering of the Sale Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression '2010 PD Amending Directive' means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

In connection with any offering, Numis and any of its affiliates acting as an investor for its own account may take up as a proprietary position any Sale Shares and in that capacity may retain, purchase or sell for their own account such Sale Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Sale Shares. Numis does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of the Vendors in relation to the Sale and no one else in connection with the Sale and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to the Sale. Numis will not regard any other person as their client in relation to the Sale.

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to Keywords' business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

 

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