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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN
This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the admission document (the "Admission Document") to be published by Keywords Studios plc ("Keywords Studios" or the "Company" and, together with its subsidiaries, the "Group" or "Keywords"), in due course in connection with the proposed institutional placing and admission of the ordinary shares in the capital of the Company to trading on AIM, a market operated by London Stock Exchange PLC. Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) from the registered office of the Company.
9 July 2013
Keywords Studios plc ("Keywords Studios")
Placing to raise £28m upon AIM Admission
Keywords Studios, the international technical services provider to the global video games industry, announces today the successful pricing of its initial public offering (the "Offer" or "IPO") ahead of the admission of its ordinary shares to AIM, a market operated by London Stock Exchange PLC ("Admission").
· The Offer, conducted by way of a conditional Placing with institutional investors by Numis Securities Limited ("Numis"), is expected to raise gross proceeds of £28m.
· The placing price has been set at 123 pence per ordinary share (the "Placing Price").
· Based on the Placing Price, the total market capitalisation of Keywords Studios plc upon Admission will be £49.2m.
· 8,130,081 new shares will be issued and 14,627,023 existing shares will be sold pursuant to the Placing, representing 56.8 per cent of the ordinary shares in issue upon Admission.
· Admission to AIM and the commencement of dealings are expected to take place at 8.00am on 12 July 2013 under the ticker, KWS.L.
About Keywords Studios
· Keywords provides integrated localisation, testing and audio services across 30 languages and 12 games platforms to a blue chip client base in circa 15 countries.
· It is purely focussed on the high growth video games industry which PwC forecasts will grow at a CAGR of 6.5% from 2012 to 20171. It was established in 1998, and now has facilities in Dublin, Tokyo, Rome, Montreal and Seattle.
· It has a strong market position, providing services to 15 of the top 25 most prominent games companies, including Microsoft, Namco Bandai, Konami, Electronic Arts and Square Enix.
1 PwC Global Entertainment and Media Outlook, 2012-2017
Commenting on today's announcement, Andrew Day, Chief Executive of Keywords Studios said:
"We are delighted that our initial public offering has been successful and there has been such strong
interest from leading institutional investors. This is an exciting milestone for Keywords Studios as an AIM admission will provide us with the right platform from which to build on our success to date, by extending our service offering and geographical footprint, both organically and by acquisition.
"We welcome our new shareholders as we embark on the next stage of our development and as we seek to take advantage of the high growth forecasted in the global video games industry."
Numis is acting as Financial Adviser and NOMAD to the Company and acted as sole book-runner on the Placing. The Placing has not been underwritten by Numis.
Publication of the Admission Document
The Admission Document relating to the offer is expected to be published and available on Keywords Studios' website later today.
Defined terms in the Admission Document apply in this announcement (unless otherwise defined here in).
For further information, please contact:
Andrew Day, Chief Executive Officer
David O'Connor, Chief Financial Officer
+353 190 22 730
Numis (Financial Adviser)
Stuart Skinner / Kevin Cruickshank (Nominated Adviser)
James Serjeant (Corporate Broker)
020 7260 1000
MHP Communications (Financial PR)
Lucinda Kemeny / Katie Hunt / Vicky Watkins
020 3128 8100
Notes to editors
Placing price per Placing Share 123 pence
Number of New Shares to be issued by the Company pursuant to the Placing 8,130,081
Number of Sale Shares to be sold pursuant to the Placing 14,627,023
Total number of Placing Shares 22,757,104
Number of Ordinary Shares in issue following Admission 40,032,413
Percentage of the Enlarged Share Capital represented by the Placing Shares 56.8%
Estimated gross proceeds of the Placing receivable by the Company £10.0 million
Estimated net proceeds of the Placing receivable by the Company £8.6 million
Market capitalisation, upon Admission, of the Company at the Placing Price £49.2 million
EXPECTED TIMETABLE OF PRINCIPAL EVENTS**
Publication of the Admission Document 9 July 2013
Admission and dealings in the Ordinary Shares to commence on AIM 12 July 2013
CREST accounts to be credited with VCT Placing Shares 7.00 a.m. on 12 July 2013
CREST accounts to be credited with New Shares (excluding VCT Shares) 8.00 a.m. on 12 July 2013
Despatch of definitive share certificates in respect of the
Existing Ordinary Shares (excluding the Sale Shares) and the
Placing Shares to be held in certificated form 19 July 2013
* Assuming that the Placing is fully subscribed
**Each of the times and dates in the above timetable is subject to change without further notice. References to all times are to London time.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in any jurisdiction including the United States, Canada, Australia, South Africa, the Republic of Ireland or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered, sold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of U.S. persons absent registration under the U.S. Securities Act or an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in United States, Canada, Australia, South Africa, the Republic of Ireland or Japan or to, or for account or benefit of any national, resident or citizen of United States, Canada, Australia, South Africa, the Republic of Ireland or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act, under the securities legislation of any state or territory or jurisdiction of the United States or under the applicable securities laws of United States, Canada, Australia, South Africa, the Republic of Ireland or Japan.
This announcement does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This announcement is not an admission document. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the Admission Document to be issued in due course by the Company in connection with the admission of the Ordinary Shares to the AIM market operated by the London Stock Exchange. In the event of any discrepancy between this announcement and the Admission Document in its final form, the Admission Document will prevail. The information contained in this announcement is for background purposes only. It is not the purpose of this announcement to provide, and you may not rely on this announcement as providing, a complete and comprehensive analysis of the Company's financial or commercial position or prospects.
This announcement has been issued by Keywords Studios Plc and is directed only at (i) persons who are outside the United Kingdom, or (ii) persons 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 from time to time (the Order), or (iii) persons who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc), or (iv) persons to whom this announcement may otherwise be lawfully communicated (all such persons together being referred to as Relevant Persons). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.
The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession any 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.
Numis Securities Limited is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing, Admission or any transaction, arrangements or other matters referred to in this announcement.
Forward Looking Statements
All statements, other than statements of historical facts, included in this document, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations or statements relating to expectations in relation to dividends or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance, achievements of or dividends paid by the Group to be materially different from actual results, performance or achievements, or dividend payments expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's net asset value, present and future business strategies and income flows and the environment in which the Group will operate in the future.
These forward-looking statements speak only as of the date of this announcement. The Group and Numis expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
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