| FORM 8.5 (EPT/NON-RI) | |||||||
| PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN | |||||||
| EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS | |||||||
| (OR WHERE RI STATUS IS NOT APPLICABLE) | |||||||
| Rule 8.5 of the Takeover Code (the "Code") | |||||||
| 1. | KEY INFORMATION | ||||||
| (a) | Name of exempt principal trader: | | BARCLAYS CAPITAL SECURITIES LTD | ||||
| (b) | Name of offeror/offeree in relation to whose | | KEYWORDS STUDIOS PLC | ||||
| | relevant securities this form relates: | | |||||
| (c) | Name of the party to the offer with which exempt | KEYWORDS STUDIOS PLC | |||||
| | principal trader is connected | | | ||||
| (d) | Date position held/dealing undertaken: | | 14 Aug 2024 | ||||
| (e) | In addition to the company in 1(b) above, is the exempt principal | NO | | | |||
| | trader making disclosures in respect of any other party to the offer? | | | ||||
| 2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Interests and short positions in the relevant securities of the offeror or offeree | | |||||
| | to which the disclosure relates following the dealing (if any) | | |||||
| Class of relevant security: | 1p ordinary | ||||||
| | Interests | Short Positions | |||||
| | Number | (%) | Number | (%) | |||
| (1) | Relevant securities owned | | | | | ||
| | and/or controlled: | | | 2,277,139 | 2.83% | 135,647 | 0.17% |
| (2) | Cash-settled derivatives: | | | | | ||
| | and/or controlled: | | | 89,756 | 0.11% | 2,221,606 | 2.76% |
| (3) | Stock-settled derivatives (including options) | | | | | ||
| | and agreements to purchase/sell: | | | 0 | 0.00% | 0 | 0.00% |
| | | | | | | | |
| | TOTAL: | | | 2,366,895 | 2.95% | 2,357,253 | 2.93% |
| (b) | Rights to subscribe for new securities (including directors and other executive | | |||||
| | options) | | | | | | |
| Class of relevant security in relation to | | | | | |||
| which subscription right exists | | | | | |||
| Details, including nature of the rights | | | | | |||
| concerned and relevant percentages: | | | | | |||
| 3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
| (a) | Purchases and sales | | | | | | |
| Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||
| security | | securities | paid/received | paid/received | |||
| 1p ordinary | Purchase | 34,942 | 24.3000 GBP | 23.9900 GBP | |||
| 1p ordinary | Sale | 25,671 | 24.3000 GBP | 23.9800 GBP | |||
| | | | | | | | |
| (b) | Cash-settled derivative transactions | | |||||
| Class of | Product | Nature of dealing | Number of | Price per | |||
| relevant | description | | reference | unit | |||
| security | | | securities | | |||
| 1p ordinary | SWAP | Increasing Short | 20 | 24.0002 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 546 | 23.9824 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 96 | 23.9929 GBP | |||
| 1p ordinary | CFD | Increasing Short | 1,938 | 24.1162 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 1,746 | 24.0001 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 16 | 24.3000 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 57 | 23.9968 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 678 | 23.9800 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 309 | 23.9956 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 9,336 | 24.3000 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 247 | 24.0000 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 6,756 | 24.0238 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 748 | 24.0001 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 250 | 23.9980 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 934 | 24.0001 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 3 | 24.0404 GBP | |||
| 1p ordinary | SWAP | Opening Short | 238 | 24.1807 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 3,231 | 24.3000 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 3,512 | 24.0003 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 7,002 | 24.2210 GBP | |||
| | | | | | | | |
| (c) | Stock-settled derivative transactions (including options) | | |||||
| (i) | Writing, selling, purchasing or varying | | |||||
| Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
| of | description | purchasing, | of | price | | date | money |
| relevant | | selling, | securities | per unit | | | paid/ |
| security | | varying etc | to which | | | | received |
| | | | option | | | | per unit |
| | | | relates | | | | |
| | | | | | | | |
| | | | | | | | |
| (ii) | Exercising | | | | | | |
| Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
| security | | | securities | unit | |||
| | | | | | |||
| | | | | | | | |
| (d) | Other dealings (including subscribing for new securities) | | |||||
| Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
| security | | | applicable) | ||||
| | | | | ||||
| 4. | OTHER INFORMATION | ||||||
| (a) | Indemnity and other dealings arrangements | | |||||
| Details of any indemnity or option arrangement, or any agreement or understanding, | | | |||||
| formal or informal, relating to relevant securities which may be an inducement to deal | | | |||||
| or refrain from dealing entered into by the exempt principal trader making the disclosure and any party | | ||||||
| to the offer or any person acting in concert with a party to the offer: | | | | ||||
| NONE | |||||||
| (b) | Agreements, arrangements or understandings relating to options or derivatives | | |||||
| Details of any agreement, arrangement or understanding, formal or informal, between | | | |||||
| the exempt principal trader making the disclosure and any other person relating to: | | | |||||
| (i) the voting rights of any relevant securities under any option; or | | | | ||||
| (ii) the voting rights of future acquisition or disposal of any relevant securities to which | | | |||||
| any derivative is referenced: | | | | | | | |
| NONE | |||||||
| (c) | Attachments | | | | | | |
| Is a Supplemental Form 8 (Open Positions) attached? | NO | ||||||
| Date of disclosure: | 15 Aug 2024 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
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