Not for publication, distribution or release directly or indirectly, in whole or in part, in or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.