Keywords Studios plc Acquires Kite Team S.L
Keywords, the international technical services provider to the global video games industry, today announces that it has agreed with the selling shareholders of Kite Team to acquire the 50% of Kite Team not already owned by Keywords 20 months sooner than originally provided for under the terms of the acquisition agreement (the "Agreement") in order to deliver the operational benefits of the full integration of Kite Team into Keywords earlier than planned. Under the terms of the Agreement, the consideration for the remaining 50% of Kite Team would have been no less than €0.8m and no more than €1.8m calculated by reference to the profit before interest and tax of Kite Team in the years to 31st December 2017.
The Agreement has now been revised such that Keywords will pay the Selling Shareholders a total consideration of €1.15m now, which will be satisfied by €1.0m in cash and the balance through the issue of 55,508 new ordinary Keywords shares (the "Consideration Shares"), giving Keywords 100% ownership of Kite Team.
The Consideration Shares will be credited as fully paid and rank pari passu with the existing issued ordinary shares of Keywords when issued. Application has been made to the London Stock Exchange for the admission of 55,508 new ordinary shares to trading on AIM. Admission of the new shares is expected to take place at 8.00am on 11 April 2016. The Company's total issued share capital following admission will consist of 53,893,205 ordinary shares of one pence each with one voting right per share. The above figure of 53,893,205 may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company following admission.
Andrew Day, Chief Executive of Keywords Studios, commented:
"Since we acquired the initial 50% of Kite Team in July 2015, it has performed in line with our expectations. The experience of the team is translating into good business wins and momentum is building both in Spain and in Mexico. In Brazil, we are in the process of consolidating the activities of Kite Team with those of our previously acquired business, Reverb.
"We are making progress with moving our Spanish and Latin American audio recording work to Kite Team from our previous regional partners and with full ownership of Kite Team we will have a solid base from which to further develop our activities in Spain and South America."