Next Games Corporation | Inside information, 18 March 2021, 11:00 pm (EET)
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa, Japan, New Zealand, Singapore or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Next Games Corporation (the ”Company” or ”Next Games”) announces the result of the directed offering of new shares to a limited number of domestic and international institutional investors in an accelerated book-building offering (the ”Share Issue”). The Company announced the launch of the Share Issue by a company announcement published on 18 March 2021.
The Board of Directors of the Company has decided in its meeting on 18 March 2021 to issue 2,020,000 new shares in the Company (the “Issue Shares”) on the basis of the authorization granted to it by the Annual General Meeting of the Company held on 27 May 2020 and approved the terms and conditions of the Share Issue. The Issue Shares offered in the Share Issue correspond to approximately 7.2 per cent of all the shares and voting rights in Next Games immediately prior to the Share Issue and approximately 6.7 per cent following the Share Issue. Following the Share Issue, the number of issued and outstanding shares of the Company will be 30,032,595. The terms and conditions of the Share Issue are attached to this release. The Board of Directors of the Company has in its meeting on 18 March 2021 decided to accept, subject to payments of the Issue Shares, the subscriptions of the Issue Shares made in accordance with the terms and conditions of the Share Issue.
The subscription price in the Share Issue was EUR 2.10 per Issue Share, amounting to total proceeds of EUR 4,2 million before the commissions and expenses paid by the Company. The subscription price of the Issue Shares is approximately 12.5 per cent lower than the closing price of (EUR 2.40) on 18 March 2021. The subscription price of the Issue Shares is approximately 8.9 per cent lower than the volume-weighted average price per share during the two-week trading period prior to the commencement of the Share Issue (from 5 March 2021 to 18 March 2021). The subscription price of the Issue Shares will be recorded into the invested unrestricted equity reserve of the Company.
The Issue Shares are expected to be registered with the Finnish Trade Register on or about 24 March 2021 and trading in the Issue Shares is expected to commence on Nasdaq First North Growth Market Finland, a multilateral trading facility maintained by Nasdaq Helsinki Ltd., on or about 25 March 2021. The Issue Shares will rank pari passu in all respects with the existing shares of the Company once they have been registered with the Finnish Trade Register.
In connection with the Share Issue, the Company has, subject to certain customary exceptions, undertaken not to issue or sell shares in the Company during a period of 90 days after the completion of the Share Issue.
Alexander Corporate Finance Ltd is acting as the Lead Manager and Sole Bookrunner in the Share Issue. Castrén & Snellman Attorneys Ltd is acting as the legal advisor for the Company.
Next Games Corporation
+358 (0) 40 588 3167
Alexander Corporate Finance Oy
+358 (0) 50 520 4098
NEXT GAMES IN BRIEF
Next Games (Helsinki Nasdaq First North Growth Market: NXTGMS) is the first publicly listed mobile game developer and publisher in Finland, specializing in games based on entertainment franchises, such as movies, TV series or books. Our critically acclaimed The Walking Dead games redefines the way franchise entertainment transforms into highly engaging service-based mobile games. For more information head to www.nextgames.com
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions.
The information contained herein is not for publication or distribution, directly or indirectly, wholly or partly, in or into Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or the United States or in any other jurisdiction in which publishing or distributing would be prohibited by applicable law. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release does not constitute a prospectus as defined in the Prospectus Regulation ((EU) 2017/1129) and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
This release is directed only to persons who are (i) outside the United States; (ii) persons who are resident in a Member State of the European Economic Area and are a qualified investor (within the meaning of Article 2(1)(e) of the Prospectus Regulation (EU) 2017/1129); and (iii) as regards the United Kingdom, (a) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); (b) high net worth entities; and (c) an other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (persons a-c “Relevant “Person). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. No one who is not a Relevant Person shall act on the basis of this release.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.