11/01/2021, 20:46 CET/CEST: Disclosure of inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Board of Directors decided to start process to relocate the company’s registered office to Luxembourg, to introduce B-shares and to issue a share option for an ESOP for key personnel
The Board of Directors of Media & Games Invest plc (“MGI” or the “Company”, ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange) has today decided to move the Company’s registered office to Luxembourg. The change of domicile will make MGI attractive to additional investor groups that are not allowed to invest in the Company due to its current domicile. MGI plans as a first step to change its legal structure from a Public Limited Liability Company (“plc”) into that of a Societas Europaea (“SE”) and thereafter start the relocation process, targeting to be domiciled in Luxembourg, ideally from January 1, 2022 onwards. Discussions with advisors in Malta and Luxembourg to initiate the relocation without delay will start shortly. The final decision on the relocation will be taken at a later date by the shareholders of MGI at an extraordinary general meeting to be convened.
Furthermore, to further optimize the share structure of the Company and to enable further growth, the Board of Directors today also decided to propose the introduction of a new share class, B-shares. The introduction of B-shares will be resolved upon by the shareholders of MGI at an extraordinary general meeting to be convened as soon as possible. The B-shares shall be introduced as a new share class with less voting rights than current shares, to allow the company to issue shares with less dilution of the current voting powers, similar to some of its peers. The current shares will become A-shares. The exact terms of the B-shares will be finally defined and included in the notice for the extraordinary general meeting. The rights of the currently issued shares will be protected and not adversely changed. The Board of Directors intends to list the B-shares at Nasdaq First North Premier Growth Market when issued at the first time.
Also as hiring top key employees as well as retaining employees is becoming more and more of importance in current very competitive labor market the board has today also decided to launch a new ESOP program and to allow for the issuance of up to 15 million new MGI shares, earliest from May 2024 and latest till December 2030 via an option at a strike price of Euro 2.60 per share.
The objective of the share-based incentive program is to motivate, retain and be able to hire key personnel. The group of persons targeted by the program are c-level and key management of MGI and MGI subsidiaries. Participants will be decided by the MGI board based on proposals of the management. The overall time period for the program is until 2030, with exercise of the options earliest from 2024. Minimum vesting period is 4 years for the employees, whereas however blocks of shares can earliest be sold 2 years after they have vested. The minimum strike price is 2,60 euro per MGI share, however strike price being at least 20% over last 5 days average MGI share closing price of Nasdaq Sweden at the moment of issue of the program to an employee. The total maximum number of shares involved is upto 15 million shares. The options will be issued to Bodhivas GmbH the investment vehicle of the Chairman of the Board and CEO Remco Westermann with as sole purpose executing and serving the obligations of this ESOP program towards the MGI personnel. Other conditions of the ESOP will include a.o. certain exercise and sale windows, good and bad leaver conditions Leavers. Instead of paying in cash also paying the share option profit in shares is possible. The value of the program depends on the actual share price of the MGI shares from 2024 onwards as well as the number of options issued as well as the personnel allowed to exercise their option at the respective exercise windows. The maximum value of the program is the maximum number of shares (15 million) multiplied with the actual exercise share price minus Euro 2.60.
In a more and more competitive labor market, with other gaming companies but also tech-companies such as Tesla and Apple actively chasing our personnel this share option program will support MGI group in retaing key personell as well as hiring new talents, which will further support the growth of the company.
This information is such information Media and Games Invest plc is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this release has been made public through the agency of the responsible persons set out below for publication at the time stated by MGI’s news distributor EQS Newswire at the publication of this release. The responsible persons below may be contacted for further information.
For more information, please contact:
Jenny Rosberg, ROPA, IR contact Stockholm
Axel Mühlhaus / Dr. Sönke Knop, edictor, IR contact Frankfurt
Phone: +49 69 9055 05 51
About Media and Games Invest plc
Media and Games Invest plc (MGI), is a fast-growing and profitable company operating in the digital games sector with a strong supportive media unit and focus on North America & EMEA. The company combines organic growth with value-accretive acquisitions, delivering strong and sustainable earnings growth. Since 2014 the MGI Group has successfully acquired more than 30 companies and assets which are integrated onto our platform, exploiting efficiency-enhancing technologies such as the cloud. The Company’s shares are listed on Nasdaq First North Premier Growth Market in Stockholm and the Scale segment of the Frankfurt Stock Exchange.
The Company’s certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; firstname.lastname@example.org, +46-8-528 00 399.
This release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in MGI in any jurisdiction, neither from MGI nor from someone else.
This 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 release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Unites States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland 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 applicable EU law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group 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 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 release are free from errors and readers of this release should not place undue reliance on the forward-looking statements in this 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 release, unless it is so required by law or applicable stock exchange rules.
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.
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.