NEXT GAMES CORPORATION PRESS RELEASE 13 MARCH 2017, 8.00 am EET
Next Games' Finnish prospectus relating to the initial public offering has been published
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Next Games Corporation ("Next Games" or the "Company") publishes a Finnish language prospectus (the "Finnish Prospectus") in connection with its planned initial public offering on the Nasdaq First North Finland market place. The subscription period for the IPO commences today 13 March 2017 at 10:00 EET.
The Finnish Financial Supervisory Authority has on 10 March 2017 approved Next Games' Finnish Prospectus relating to the initial public offering. In the initial public offering, preliminarily a maximum of 350,000 Offer Shares (as defined below) are being offered to private individuals and entities in Finland and 3,623,000 Offer Shares to institutional buyers in Finland and, subject to applicable laws, internationally, assuming the over-allotment shares are not issued. In the personnel offering, the Company is offering preliminarily a maximum of 30,000 Offer Shares and, in the event of an oversubscription, a maximum of 150,000 additional Offer Shares for subscription to the members of the board of directors of the Company and advisors of the board of directors, the CEO of the Company and all employees, who are permanently employed by the Company during the subscription period in Finland ("Personnel Offering"). The terms and conditions of the offering are attached in their entirety to this release.
The Company aims to raise gross proceeds of approximately EUR 30 million by offering new class A shares ("Offer Shares") for subscription in the offering. The number of Offer Shares to be issued will be determined based on the final offer price per Offer Share, which will be communicated through a company release on or about 23 March 2017. The Company would issue 3,899,104 Offer Shares assuming that the final offer price would be at the mid-point of the preliminary price range of EUR 7.50 - 7.90 per Offer Share and a total of 30,000 Offer Shares would be subscribed in the Personnel Offering at a discount applicable to such Offer Shares. In the event the number of Offer Shares issued in the offering would be 3,899,104 as mentioned above, the amount of shares of the Company outstanding after the offering would amount to 17,683,948 shares.
In connection with the offering, the Company may issue, by a directed share issue, at the final offer price, up to 569,500 class A shares (the "Over-Allotment Shares") solely to cover over-allotments. The Company may commit to repurchase class A shares up to an amount corresponding to the amount of Over-Allotment Shares from Danske Bank A/S, Helsinki Branch (the "Lead Manager"), which the Lead Manager may sell at the final subscription price to the Company within 30 days from the commencement of the trading of the Company's class A shares on Nasdaq First North, i.e. on or about the time period from 24 March 2017 to 22 April 2017. The Company would repurchase class A shares only if the Over-Allotment Shares have been issued and the Lead Manager has carried out stabilization measures, and only to the extent the Lead Manager for this reason holds class A shares. If the Over-Allotment Shares were issued, and the number of Offer Shares issued in the offering would be 3,899,104 as mentioned above, the amount of shares of the Company would increase to 18,253,448 shares.
Next Games announced the preliminary price range for the offering on 10 March 2017. The Finnish Prospectus is available in electronic format on the Company's website at www.nextgames.com/listing. In addition, printed versions of the Finnish Prospectus are expected to be available no later than 13 March 2017 and can be obtained at the Company's office (Kansakoulukatu 10, 00100 Helsinki), branch offices of Danske Bank, Nordnet's office (Yliopistonkatu 5, 00100 Helsinki) as well as at the Nasdaq Helsinki Ltd (Fabianinkatu 14, 00100 Helsinki).
Saara Bergström, CMO, Next Games Oyj, tel. +358 (0)50 483 3896, firstname.lastname@example.org
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan.
These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Next Games Oyj (the "Company") does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor Danske Bank A/S, Helsinki Branch ("Danske Bank") assume any responsibility in the event there is a violation by any person of such restrictions.
Danske Bank is acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by Danske Bank and Danske Banks accepts no liability for this information included in this announcement.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
These written materials do not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.