The Board of Keywords Studios plc (AIM:KWS) noted the recent market speculation and confirmed that it is in advanced discussions with a fund which is part of the EQT Group L.L.C. ("EQT"), a purpose-driven global investment organisation, regarding a possible cash offer of 2,550 pence per share to acquire the entire issued and to be issued share capital of the Company (the "Possible Offer"). Keywords Studios shareholders on the register on 24 May 2024 will also be entitled to receive the 2023 final dividend of 1.76 pence, as recommended on 13 March 2024, and payable on 28 June 2024 ("2023 Final Dividend"). The Possible Offer follows four previous unsolicited proposals from EQT in recent months, which the Board rejected, and represents a significant increase from the initial proposal.

The Board remains confident in the Company's growth strategy of building the only truly global platform providing solutions to the video games and entertainment industries, both organically and through acquisitions, and EQT is supportive of this strategy. The Board of Keywords Studios has carefully evaluated the Possible Offer with its financial advisers and concluded the Possible Offer is at a value that the Board would be minded to recommend to Keywords Studios shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the agreement of all other terms and conditions of an offer. The Possible Offer is subject to satisfaction or waiver (by EQT) of customary pre-conditions, including completion of confirmatory due diligence by EQT.

The Board will issue a further statement as and when appropriate. In the meantime, Keywords Studios shareholders are strongly advised to take no action. Rule 2.6(a) of the Code requires that EQT, by no later than 5.00 p.m. on 15 June 2024, being the 28th day following the date of this announcement, either announces a firm intention to make an offer for Keywords Studios in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

This deadline will only be extended with the consent of the Panel on Takeovers and Mergers, in accordance with Rule 2.6(c) of the Code. In accordance with Rule 2.5(a) of the Code, EQT reserves the right to make an offer for Keywords Studios at a lower value or on less favourable terms than the Possible Offer: (i) with the agreement or recommendation of the Board of Keywords Studios; (ii) if a third party announces a firm intention to make an offer for Keywords Studios which, at that date, is of a value less than the value of the Possible Offer; or (iii) following the announcement by Keywords Studios of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Keywords Studios declares, makes or pays any further dividend or distribution or other return of value or payment to its shareholders, other than the 2023 Final Dividend, EQT reserves the right to make an equivalent reduction to the Possible Offer.

In connection with the possibility of EQT making a cash offer for Keywords Studios (if it were so inclined), EQT reserves the right to vary the form and /or mix of the consideration it would offer.