Friday, May 28, 2021 / 08:00 CEST — Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.
Media and Games Invest SE (“MGI” or the “Company”, ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange), has instructed the agent for the Company’s up to EUR 120,000,000 senior secured bonds with ISIN SE0015194527 (the “Bonds”) to initiate a written procedure to request that the bondholders vote in favour of amending Clause 3.7 in the terms and conditions of the Bonds (the “Terms and Conditions”) resulting in a total framework amount under the Terms and Conditions is increased from EUR 120,000,000 to EUR 350,000,000 as further described in the notice of written procedure. The Company has engaged in discussions with the largest holders of the Bonds and received undertakings to vote in favour of the proposal from 57 per cent of the aggregate outstanding volume of the Bonds.
The Company continues to pursue organic and as well as M&A-Driven growth initiatives and to further support its strong current M&A pipeline, MGI is considering issuing subsequent bonds (the “Subsequent Bonds” or the “Subsequent Bond Issue”) of up to EUR 150,000,000. Consequently, the purpose of the Subsequent Bond Issue is to finance acquisition of entities with similar or complementary businesses to that of the Company.
The agent will deliver the notice to a written procedure to all bondholders on 28 May 2021. The written procedure will commence on 7 June 2021 and end on 16 June 2021. To be eligible to participate in the written procedure a person must fulfil the formal criteria for being a bondholder on the record date for the written procedure as described in the notice to the written procedure.
Pareto Securities has been retained as financial advisor in connection with the written procedure. Pareto Securities and Jefferies have been retained as Joint Bookrunners for the contemplated Subsequent Bond Issue and will arrange a series of fixed income investor meetings starting on 31 May 2021. Gernandt & Danielsson Advokatbyrå has been retained as legal advisor in connection with the written procedure and the Subsequent Bond Issue.
The notice to the written procedure is available on the Company’s website (https://press.mgi.group/) and on Stamdata (www.stamdata.com).
Responsible parties
This information is such information Media and Games Invest SE 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 further information, please contact:
Remco Westermann
Chairman of the Board and CEO
info@mgi-se.com
Sören Barz
Head of Investor Relations
+49 170 376 9571
soeren.barz@mgi-se.com, info@mgi-se.com
www.mgi-se.com
Jenny Rosberg, ROPA, IR contact Stockholm
+46707472741
Jenny.rosberg@ropa.se
Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
+49 69 9055 05 51
mgi@edicto.de
About Media and Games Invest SE
Media and Games Invest SE is a digital integrated games and media company with main operational presence in EMEA and North America. The company combines organic growth with value-generating synergetic acquisitions, demonstrating continuous strong, profitable growth with a revenue CAGR of 45% over the last 6 years. Next to strong organic growth, the MGI Group has successfully acquired more than 30 companies and assets in the past 6 years. The acquired assets and companies are integrated and amongst others cloud technology is actively used to achieve efficiency gains and competitive advantages. The Company’s shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. The Company has a secured bond that is listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market as well as an unsecured bond listed on the Frankfurt Stock Exchange Open Market.
The Company’s certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; info@fnca.se, +46-8-528 00 399.
Important information
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 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 U.S. Securities Act of 1933, as amended. 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.
Forward-looking statements
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 for Distributors
Target market: Solely for the purposes of the manufacturer’s (as used herein, “Manufacturer” refers to each Joint Bookrunners) product approval process, the target market assessment in respect of the Subsequent Bonds has led to the conclusion that: (i) the target market for the Subsequent Bonds is eligible counterparties and professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the Subsequent Bonds (a “Distributor”) should take into consideration the Manufacturer’s target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Subsequent Bonds (by either adopting or refining the Manufacturer’s target market assessment) and determining appropriate distribution channels. 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 Subsequent Bonds. Each distributor is responsible for undertaking its own target market assessment in respect of the Subsequent Bonds and determining appropriate distribution channels.
PRIIPs regulation: In the event of issuance of Subsequent Bonds, the Subsequent Bonds are not deemed to fall within the scope of Regulation (EU) No 1286/2014 (as amended) and no key information document (KID) has been prepared.