Disclaimer

 

CASH OFFER FOR KEYWORDS STUDIOS PLC BY HOUTING UK LIMITED, A NEWLY FORMED COMPANY INDIRECTLY WHOLLY-OWNED BY EQT’S BPEA FUND VIII (“EQT”)

ACCESS TO THIS WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THIS MICROSITE. THIS MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH KEYWORDS REGARDS AS UNDULY ONEROUS. 

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND/OR INFORMATION PUBLISHED BY KEYWORDS AND/OR EQT RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON

TAKEOVERS AND MERGERS. THE INFORMATION IS BEING MADE AVAILABLE ON THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

1. ACCESS TO THE OFFER

Please read this notice carefully - it applies to all persons who view this Microsite and, depending upon who you are and where you live, it may affect your rights. This Microsite contains information relating to the Offer. Please note that, as the Offer progresses, the information contained on this Microsite as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this Microsite. 

For regulatory reasons, Keywords must ensure that persons seeking to access this Microsite are made aware of the appropriate regulations for the country which such person is in. To allow you to view details relating to the Offer on this Microsite, you have to read the following in its entirety then click “I agree”. If you are unable to agree, you must click “I disagree” and you will not be able to view any such details.

2. OVERSEAS JURISDICTIONS

Viewing the information contained in this Microsite may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the information contained in this Microsite or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the “I disagree” box below.

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND, SHARE OR SHOW THE ANNOUNCEMENTS, INFORMATION OR DOCUMENTS CONTAINED IN THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE ANNOUNCEMENTS, INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

3. NOTICE TO US INVESTORS

The Offer relates to the shares of Keywords, a company incorporated under the laws of England and Wales, and is expected to be made by means of a scheme of arrangement provided for under the laws of England and Wales. 

A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (“U.S. Exchange Act”). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the U.S. tender offer and proxy solicitation rules.

The financial information included in certain documents contained in the Microsite has been prepared in accordance with accounting standards applicable in the United Kingdom, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of shares to enforce their rights and claims arising out of the US federal securities laws. Holders in the United States may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

4. BASIS OF ACCESS TO INFORMATION RELATING TO THE POSSIBLE OFFER

YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS PART OF THE MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

The information contained in this Microsite is being made available in good faith and for information purposes only. Any person seeking to access this Microsite represents and warrants to Keywords that they are doing so for information purposes only.

The information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.

Keywords shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with the Offer will only be set out in documents sent to or made available to Keywords shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

5. FORWARD-LOOKING STATEMENTS

Some of the information contained in this Microsite may include statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on assumptions, expectations, valuations, targets, estimates, forecasts and projections of Keywords and EQT about future events and are therefore subject to uncertainty and changes in circumstances which could cause actual results, performances, or events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this Microsite include statements about the expected effects of the Offer on: Keywords and its subsidiary undertakings from time to time ("Keywords Group"); EQT and its subsidiary undertakings from time to time ("EQT Group"); and the enlarged group following the Offer comprising the Keywords Group and the EQT Group ("Enlarged Group"), the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this Microsite other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of EQT or Keywords. There are several factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability (including exposures to terrorist activities, the UK's exit from the EU (including any changes to the UK currency), Eurozone instability), the presence, transmission, threat or fear of a novel coronavirus, including the coronavirus disease (COVID19) or any evolution thereof, and/or any mandatory or advisory restriction issued, or action ordered, by any public authority, regulatory body or government in connection therewith including any federal, state, local or foreign regulation, rule, statute or law, disruption in business operations due to reorganisation activities, interest rate, inflation, the timing impact and other uncertainties of future or planned acquisitions or disposals or offers, the inability of the Enlarged Group to realise successfully any anticipated synergy benefits when the Offer is implemented (including changes to the board and/or employee composition of the Enlarged Group), the inability of the EQT Group to integrate successfully the Keywords Group's operations and programmes when the Offer is implemented, the Enlarged Group incurring and/or experiencing unanticipated costs and/or delays (including IT system failures, cybercrime, fraud and pension scheme liabilities), or difficulties relating to the Offer when the Offer is implemented. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither EQT nor Keywords, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement contained in this Microsite will actually occur.

6. NO PROFIT FORECAST

Save as otherwise expressly stated in any relevant information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of Keywords or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Keywords.

7. RESPONSIBILITY

The directors of Keywords only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Offer on this Microsite unless the responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.

Subject to any continuing obligations under applicable law, the City Code on Takeovers and Mergers or any relevant listing rules, Keywords and EQT expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this Microsite, any updates or revisions to any statements in the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent advisor authorised under the Financial Services and Markets Act 2000 (as amended), or if you are outside the UK from an appropriately authorised financial advisor.

THE INFORMATION RELATING TO THE OFFER THAT IS CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

This notice shall be governed by, and interpreted in accordance with, English law.

8. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER.

  • I have read and understood the disclaimer set out above and agree to be bound by its terms. 
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
  • I will not print, download or otherwise seek to copy, mail, forward, distribute or send (by any means including by electronic transmission) any of the materials on this Microsite either in whole or in part to any other person at any time.
  • I represent and warrant to Keywords that I intend to access this Microsite for information only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities

If you are unable to give these confirmations you should click on "I disagree" below.

 

Possible Offer for Keywords Studios plc

Section TitleDocument Description
Rule 2.7 Announcement

Rule 2.7 Announcement
3 July 2024

  
Rule 2.7 Consent Letter (JPM)

Rule 2.7 Consent Letter (JPM)
3 July 2024

  
Co-operation Agreement

Co-operation Agreement
3 July 2024

  
Confidentiality Agreement

Confidentiality Agreement
2 May 2024

  
Non-disclosure Agreements

Side Letter - Houting BV and JPM
2 July 2024

NDA Side Letter – Temasek Capital Management
8 May 2024

NDA Side Letter – CPPIB
7 May 2024

  
Clean Team Agreement

Clean Team Agreement
18 June 2024

  
Consent Letters

Consent letter of Deutsche Numis
3 July 2024

Consent letter of Robey Warshaw
3 July 2024

  
Rule 2.11 Letters

Rule 2.11 Letter from Keywords Studios to Shareholders
3 July 2024

Rule 2.11 Letter Notification of Availability from Keywords Studios to Shareholders
3 July 20224

Rule 2.11 Email Notification from Keywords Studios to Shareholders
3 July 2024

Rule 2.11 Employee Representatives and Employees
5 July 2024

Rule 2.11 Letter from Keywords to Pension Trustees
9 July 2024

  
Director Irrevocable Undertaking

Director Irrevocable Undertaking – Bertrand Bodson
3 July 2024

Director Irrevocable Undertaking – Marion Jane Sears
3 July 2024

Director Irrevocable Undertaking – Charlotta Ginman-Horrell
3 July 2024

Director Irrevocable Undertaking – Georges Fornay
3 July 2024

Director Irrevocable Undertaking – Jonathan Hauck
3 July 2024

Director Irrevocable Undertaking – Richard Neil Thompson
3 July 2024

Director Irrevocable Undertaking – Robert John Kingston
3 July 2024

Director Irrevocable Undertaking – Donald Austin Robert
3 July 2024

  
Bid Conduct AgreementBid Conduct Agreement
3 July 2024
  
Equity Commitment Letter

Equity Commitment Letter – Houting UK Limited (EQT)
3 July 2024

Equity Commitment Letter - Rosa Investments
3 July 2024

Equity Commitment Letter CPPIB Holdings
3 July 2024

Equity Commitment Letter – CPPIB
3 July 2024

  
Rule 2.7 Consent Letter (JPM)Rule 2.7 Consent Letter (JPM)
3 July 2024
  
Letter of Intent

Letter of Intent - Franklin Templeton
2 July 2024

Letter of Intent – Pictet
2 July 2024

  
Facilities AgreementFacilities Agreement
2 July 2024
  
Upfront Fee LetterUpfront Fee Letter
2 July 2024
  
Agent CP Satisfaction LetterAgent CP Satisfaction Letter
2 July 2024
  
Possible Offer - Form 8 Opening Positions Disclosure

Form 8
31 May 2024

  
Possible Offer - Letter to Employees and Employee repsRule 2.11 letter
22 May 2024
  
Possible Offer - Letter to Pension TrusteesRule 2.11 letter
22 May 2024
  
Possible Offer - Notification of availability to ShareholdersRule 2.11 letter
21 May 2024
  
Possible Offer - Notification to ShareholdersRule 2.11 letter
21 May 2024
  
Possible Offer - Letter to ShareholdersRule 2.11 letter
21 May 2024
  
Statement regarding Possible Offer2.4 announcement
18 May 2024
  
Extension of PUSU DeadlineExtension of PUSU Deadline
28 June 2024

Extension of PUSU Deadline
14 June 2024