NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Media and Games Invest plc carries out a private placement of 25 million shares raising proceeds of SEK 300 million
29 September 2020 – Media and Games Invest plc (“MGI” or “company”, ISIN: MT0000580101; Symbol: M8G; Scale Segment Frankfurt Stock Exchange) a company with focus on digital games supported by a media unit, announces that it has successfully completed the book-building process of the directed share issue of 25,000,000 new shares in the Company (the “Shares”) at a price per share of SEK 12.00 (corresponding to EUR 1.141 per share) raising proceeds of SEK 300 million (the “Private Placement”).
Through a separate press release published earlier today 29 September 2020, MGI announced the intention to raise gross proceeds of approximately SEK 250 million in a private placement of shares to Swedish and international institutional investors. The Private Placement was heavily oversubscribed and generated strong interest from both Swedish and international investors, and the Company has therefore decided to increase the size of the Private Placement to SEK 300 million.
“I am pleased that we were able to attract further institutional investors of our strategy. The interest in Media and Games Invest plc from Nordic and international investors has been strong and the capital contribution provides us with an improved agility when financing new acquisitions as well as to help strengthen the investments in the organic development of the company. The majority of our new shareholders have extensive experience in the gaming sector, which will further strengthen MGI. The fact that Stockholm has a broad and very well developed gaming cluster as well as many investors who are very familiar with the gaming industry is one of the reasons why we have decided for a dual listing on Nasdaq First North Premier. We expect that a substantial number of shares of our current shareholders will be migrated from the Frankfurt Stock Exchange to the Nasdaq First North Premier Growth Market in Stockholm. We are convinced that this is the right strategic step for MGI. Together with the uplisting into the Scale Segment of the Frankfurt Stock Exchange earlier this year, we have used 2020 to build a strong base for our ambitious goals on the capital market side. Together with our partners we are now looking forward to an exciting 4th quarter and a good start into 2021.”, says Remco Westermann, CEO
The price of the Shares in the Private Placement was determined in a book‐building process to be SEK 12.00 (corresponding to approx. EUR 1.14) per share, representing approx. 10 percent discount to the Company’s 2-day volume weighted average price on XETRA Exchange on 29 September 2020. Following the closing of the Private Placement, the number of outstanding shares in the Company will be 117,073,507. The Private Placement entails a dilution of approx. 21 percent of the number of shares and votes in the Company. Through the Private Placement, the number of outstanding shares will increase by 25,000,000 from 92,073,507 to 117,073,507. The share capital will increase by EUR 25,000,000 from EUR 92,073,507 to EUR 117,073,507. In order to guarantee a fast processing the main shareholder Bodhivas GmbH provides 25.000.000 shares by means of a share loan and receives the shares back in the course of a capital increase. Closing and settlement of the Private Placement is expected to occur on or about 6 October 2020.
The gross proceeds from the Private Placement will be used to further finance new acquisitions of franchises, game publishers and development studios or other assets which complement the operations, and to enable a further increase of investments in the organic development of the Company.
As announced in a separate press release on 29 September 2020, the Company has initiated a process to apply for a secondary listing of the Company’s shares on Nasdaq First North Premier Growth Market in Stockholm. Subject to approval from Nasdaq, the Company’s shares are expected to trade on Nasdaq First North Premier Growth Market in Stockholm under ticker symbol “M8G” starting on or about 6 October 2020. The Company’s shares continue to trade on XETRA Exchange under ticker symbol “M8G”.
Completion of the Private Placement will be subject to certain customary conditions including, but not limited to, approval of MGI’s shares for trading on Nasdaq First North Premier Growth Market, execution of subscription agreements between Pareto, or the Company, and the subscribers.
The Company has undertaken, with customary exceptions, not to issue additional shares for a period of 180 calendar days following the completion of the Private Placement. Remco Westermann (Chairman of the board, major shareholder and CEO) as well as the Board Member Elizabeth Para and Tobias Weitzel will enter into a customary lock-up with the Manager of 180 days following the completion of the Private Placement.
Pareto Securities is acting as Sole Manager and Bookrunner and Baker McKenzie is legal adviser to the Company in connection with the Private Placement and the secondary listing on Nasdaq First North Premier Growth Market in Stockholm.
About Media and Games Invest plc
Media and Games Invest plc is a digital games company with main operational presence in EMEA and North America. The Company has an active position in games supported by a media unit. MGI follows a “Buy, Integrate, Build and Improve” strategy through organic growth and acquisitions. MGI has successfully acquired over 30 companies and assets over the past six years. The Company’s shares are listed in the Scale segment of the Frankfurt Stock Exchange. The Company’s subsidiary gamigo AG has a bond listed on Nasdaq Stockholm.
This information is such information as MGI is obliged to disclose under the EU Market Abuse Regulation 596/2014. The information was provided by the contact person below for publication at the point in time specified by MGI’s news distributer EQS Group AG at the publication of this press release. For further information, please contact the person set out below.
For further information, please contact:
Media and Games Invest plc
Sören Barz, Head of Investor Relations
St. Christopher Street 168
Valletta VLT 1467, Malta
Phone: +49 170 376 9571
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from MGI nor from someone else.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation“) and has not been approved by any regulatory authority in any jurisdiction. MGI has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the directed share issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the directed share issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by Pareto Securities AB. Pareto Securities AB acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors’ decisions regarding the directed share issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq Stockholm’s rule book for issuers.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II“); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in MGI have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in MGI may decline and investors could lose all or part of their investment; the shares in MGI offer no guaranteed income and no capital protection; and an investment in the shares in MGI is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the directed share issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Pareto Securities AB will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in MGI.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in MGI and determining appropriate distribution channels.