| 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: | | 22 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: | | | 2,344,501 | 2.91% | 115,401 | 0.14% |
| (2) | Cash-settled derivatives: | | | | | ||
| | and/or controlled: | | | 76,749 | 0.10% | 2,293,788 | 2.85% |
| (3) | Stock-settled derivatives (including options) | | | | | ||
| | and agreements to purchase/sell: | | | 0 | 0.00% | 0 | 0.00% |
| | | | | | | | |
| | TOTAL: | | | 2,421,250 | 3.01% | 2,409,189 | 2.99% |
| (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 | 26,223 | 24.0674 GBP | 24.0200 GBP | |||
| 1p ordinary | Sale | 14,761 | 24.0600 GBP | 24.0356 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 | Closing Short | 73 | 24.0400 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 49 | 24.0357 GBP | |||
| 1p ordinary | CFD | Decreasing Short | 102 | 24.0585 GBP | |||
| 1p ordinary | CFD | Increasing Short | 679 | 24.0507 GBP | |||
| 1p ordinary | CFD | Increasing Short | 1,999 | 24.0520 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 937 | 24.0407 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 8,507 | 24.0600 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 1,902 | 24.0333 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 49 | 24.0400 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 449 | 24.0366 GBP | |||
| 1p ordinary | SWAP | Decreasing Short | 262 | 24.0400 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 637 | 24.0556 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 975 | 24.0600 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 7,880 | 24.0674 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 1,864 | 24.0598 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 143 | 24.0399 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 526 | 24.0407 GBP | |||
| 1p ordinary | SWAP | Decreasing Long | 18 | 24.0204 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 2,667 | 24.0539 GBP | |||
| 1p ordinary | SWAP | Increasing Short | 628 | 24.0600 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: | 23 Aug 2024 | ||||||
| Contact name: | Large Holdings Regulatory Operations | ||||||
| Telephone number: | 020 3134 7213 | ||||||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
