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
24 OCTOBER 2024
RECOMMENDED FINAL CASH ACQUISITION
of
Keywords Studios Plc ("Keywords Studios")
by
Houting
(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
Cancellation of Trading of Keywords Studios Shares
On 3 July 2024, the boards of Bidco and Keywords Studios announced that they had 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"). The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). A circular in relation to the Acquisition was published by Keywords Studios on 29 July 2024 (the "Scheme Document"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document and all references to times in this announcement are to
Further to the announcement made by the boards of Bidco and Keywords Studios on 23 October 2024 that the Scheme has become Effective, the boards of Bidco and Keywords Studios announce that, following an application submitted by Keywords Studios, the London Stock Exchange has cancelled the admission to trading of Keywords Studios Shares on AIM with effect from 7.00 a.m. today, 24 October 2024.
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
|
DLA Piper
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).
Important notices relating to financial advisers
J.P. Morgan Securities plc, which conducts its
HSBC Bank plc ("HSBC"), which is authorised by the PRA and regulated by the FCA and the Prudential Regulation Authority in the
Numis Securities Limited (trading as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated in the
Robey Warshaw LLP ("Robey Warshaw"), which is authorised and regulated in the
Further information
This announcement is for information purposes only and is not intended to, and does 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 in any jurisdiction pursuant to the Acquisition or otherwise.
This announcement does not constitute a prospectus or a prospectus exempted document.
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 advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the
Overseas Shareholders
The release, publication or distribution of this announcement in or into jurisdictions other than the
Neither this announcement 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.
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