Keywords Studios Plc Regulatory News (KWS)

20 January 2015

Keywords Studios plc ("Keywords" and, together with its subsidiaries, "the Group")

Completion of Earn Out related to the acquisition of Binari Sonori S.R.L ("Binari Sonori")

Keywords, the international technical services provider to the global video games industry, today announces that the Group has agreed with the selling shareholders of Binari Sonori S.R.L ("Selling Shareholders") to vary the terms of the acquisition agreement bringing to a close the earn out conditions 12 months earlier than originally agreed (the "Agreement"). Under the terms of the acquisition, deferred consideration of no more than €4.0m could have been payable calculated by reference to the profit before interest and tax of Binari Sonori in the years to 31st December 2014 and 31st December 2015.

Under the terms of the Agreement, the Group has agreed to pay to the Selling Shareholders total deferred consideration of €300,000 which will be satisfied by the issue of 158,250 new ordinary shares of Keywords (the "Consideration Shares") at a price of 145.47 pence per share (being the volume weighted average price over the five business days immediately preceding the date of this announcement).

The shares in Keywords issued to the Selling Shareholders will be credited as fully paid and rank pari passu with the existing issued ordinary shares of Keywords when issued. The Selling Shareholders will be subject to a lock-in period of 12 months with respect to the Consideration Shares, subject to certain exceptions, followed by an orderly market restriction for a further 12 month period.

Andrew Day, Chief Executive of Keywords Studios, commented:

"We are pleased with the acquisition of Binari Sonori. Despite some market challenges in 2014, the company has performed well and our clients have welcomed the combination of the businesses. We are particularly pleased with the way in which the business of Binari Sonori and Keywords have worked together over the period of seven months since the acquisition to achieve certain synergies. By drawing the earn out arrangements to an early close, we will be able to fully integrate the businesses more rapidly and provide the conditions for the Selling Shareholders to play fuller roles within the management of the Group.

"As we enter 2015, we look forward to a more buoyant console games sector, further spurred on by very robust sales of Xbox One and Playstation4 hardware over the holiday period1 , a trend which will benefit all of the companies within the Group, including Binari Sonori."

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