Next Games Corporation | Inside information, 18 March 2021, 6:30 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”) intends to offer preliminarily 2,000,000–2,300,000 new shares in the Company (the ”Issue Shares”) to a limited number of domestic and international institutional investors in a directed share issue in deviation from the shareholders’ pre-emptive subscription rights (the ”Share Issue”). The maximum number of Issue Shares would correspond to approximately 8.2 per cent of all the shares and voting rights in the Company immediately prior to the Share Issue.
The Share Issue is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Alexander Corporate Finance Ltd to a selected group of institutional investors. The subscription price of the Issue Shares will be determined by the bids received in the accelerated book-building process. The book-building will begin immediately, and it is expected to end no later than 18 March 2021 at 10:00 pm EET. The book-building may, however, be closed at any time during the book-building period. The Board of Directors of the Company will decide on the execution of the Share Issue, including the number and the subscription price of the Issue Shares, immediately after the close of the book-building process. The result of the Share Issue will be published as soon as possible after the completion of the book-building process.
The Company has received commitments of a total of 2,020,000 Issue Shares subject to the final subscription price determined in the book-building process and to other customary conditions.
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. The Share Issue is based on the authorization to issue new shares in deviation from the shareholders’ pre-emptive subscription rights, granted to the Board of Directors by the Annual General Meeting held on 27 May 2020.
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.
Reasons for the Share Issue and Use of Proceeds
Mobile gaming continued growing, reaching 13.3% growth in 2020 and is expected to hit $100 billion in revenues by 2023. As a result, major entertainment companies are increasingly looking for new partnerships in gaming. The objective of the Share Issue is to support and expand Next Games’ growth strategy. The Company intends to use the proceeds of the Share Issue to enter into new partnerships, sign new intellectual property licenses, finance the development of new games and to support the implementation of the Company’s existing strategy. However, the Company cannot guarantee that it is able to execute new deals with terms that would be acceptable for the Company.
The Share Issue is expected to allow the Company, in an both an affordable and prompt manner, obtain financing in accordance with its growth strategy and ensure the optimum structure of the balance sheet for the implementation of its strategy and development of future games. By offering the Issue Shares to a selected group of institutional investors it is possible to receive a meaningful amount of equity financing in an accelerated time schedule. According to the assessment of the Company’s Board of Directors, these terms will be more beneficial than the terms that would otherwise be available. Therefore, there are weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right. The subscription price per Issue Share is expected to be in accordance with prevailing market conditions since it will be determined based on demand and supply in an accelerated book-building process.
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
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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.