PRESS RELEASE 10 March 2017, 8.00 am EET
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.
Finnish mobile game developer and publisher Next Games Oyj ("Next Games" or the "Company") announces the preliminary price range for its planned initial public offering. The preliminary price range is EUR 7.50 - 7.90 per share and the implied market capitalization based on the preliminary price range is EUR 138 - 143 million. The Company has received subscription commitments from Swedbank Robur Fonder AB, certain funds managed by OP Fund Management Company LTD, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, certain funds managed by VISIO Varainhoito Oy and AMC Networks Ventures LLC.
The Company announced on 27 February 2017 that it was planning an IPO on the Nasdaq First North Finland market place ("Nasdaq First North") maintained by Nasdaq Helsinki Ltd. The subscription period for the IPO commences on Monday 13 March 2017 at 10:00 EET. Trading is expected to begin on Nasdaq First North on or about 24 March 2017 and the shares will trade under the share trading code NXTGMS.
Teemu Huuhtanen, CEO of Next Games:
"I am very pleased with the response we have received from the public, investors and our partners after we announced our IPO plans. Our business model and future growth opportunities have attracted strong interest. The IPO plays a key role in implementing our growth strategy. I believe that we have all the prerequisites to create value for our new owners. I am proud of our motivated and capable Next Games team, which has enabled us to reach this stage on the Company's development path."
The IPO in brief
- The preliminary price range in the IPO is EUR 7.50 - 7.90 per share.
- The implied market capitalization of the Company based on the preliminary price range is EUR 138 - 143 million, assuming that the Company raises gross proceeds of EUR 30 million in the IPO, and that in addition the Over-Allotment Shares are issued in full.
- The offering:
- The Company aims to raise gross proceeds of approximately EUR 30 million by offering new class A shares ("Offer Shares") for subscription (the "Offering").
- In connection with the Offering, the Company may issue, by a directed share issue, at the final offer price, up to 569,500 additional class A shares (the "Over-Allotment Shares") solely to cover over-allotments.
- The Offer Shares are offered for subscription (i) to private individuals and entities in Finland (the "Public Offering"), (ii) to institutional investors in Finland and internationally (the "Institutional Offering") and (iii) to the personnel of the Company (the "Personnel Offering").
- Swedbank Robur Fonder AB, certain funds managed by OP Fund Management Company LTD, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company and certain funds managed by VISIO Varainhoito Oy have given subscription commitments in relation to the Offering, under which they commit to subscribe for at least 3,560,000 Offer Shares in total based in the final offer price. The commitments are conditional upon, among others, the Company allocating in total a minimum of 2,260,000 Offer Shares to the parties that have given subscription commitments.
- AMC Networks Ventures LLC has committed to subscribe for Offer Shares with EUR 1.7 million at the final offer price. The subscription price would be paid by set-off against a receivable originating from regular business transactions between AMC Networks Ventures LLC and the Company. The Company has committed to accept this subscription commitment in full.
- The subscription period for the Public Offering and Personnel Offering will commence on 13 March 2017 at 10:00am EET and end on 21 March 2017 at 4:00pm EET, unless the subscription period is discontinued or extended.
- The subscription period for the Institutional Offering will commence on 13 March 2017 at 10:00am EET and end on 23 March 2017 at 12:00 noon EET, unless the subscription period is discontinued or extended.
- Trading in the shares is expected to begin on Nasdaq First North on or about 24 March 2017 and the shares will trade under the share trading code NXTGMS.
Background and reasons for the IPO
Next Games is a developer and publisher of mobile games focusing on licensed games. The Company is an industry pioneer in the service-based mobile games that are based on entertainment franchises, such as movies, TV series or books.
Next Games' growth strategy comprises new game development, continuous development of The Walking Dead: No Man's Land game, geographical expansion and further development of the advertising revenue model. Next Games is currently developing two new games. The Company aims to launch one game or more per year starting in 2018.
The objective of the Offering is to enable Next Games to implement its growth strategy. The Offering and listing on Nasdaq First North will also allow Next Games to obtain access to capital markets, broaden its ownership base and increase the liquidity of the shares. Furthermore, the Offering is expected to strengthen Next Games' recognition and brand awareness among customers, employees, investors and the gaming sector in general, and thus enhance the Company's competitiveness.
The Company expects to use the net proceeds from the Offering to ensure a sufficient own funding for growth investments, which are in line with the Company's strategy. These investments include for example new licencing agreements, development and marketing of new game titles and the expansion of their geographical reach, and further development and marketing of The Walking Dead: No Man's Land.
Details of the IPO
Following a share split that was registered on 3 March 2017, the Company has a total of 13,784,844 registered shares on the date hereof.
In the Public Offering, preliminarily a maximum of 350,000 Offer Shares are offered and in the Institutional Offering, preliminary a maximum of 3,623,000 Offer Shares are offered assuming that the Over-Allotment Shares are not issued. In the Personnel Offering, the Company offers for subscription preliminary a maximum of 30,000 Personnel Shares and, in the event of an oversubscription, a maximum of 150,000 additional Personnel Shares to personnel in a permanent employment relationship with the Company during the subscription period, the members of the Board of Directors and the advisors of the Board of Directors as well as the CEO of the Company.
The Company aims to raise gross proceeds of approximately EUR 30 million with the Offering. The number of Offer Shares will be determined based on the final offer price. The Company would issue 3,899,104 Offer Shares assuming that the final offer price for the Offer Shares would be at the mid-point of the preliminary price range and that 30,000 Offer Shares would be subscribed in the Personnel Offering at a discount applicable to such Offer Shares.
The Offer Shares represent approximately 22.0 percent of the Company's shares and votes after the Offering without the Over-Allotment Shares, assuming that the amount of Offer Shares issued by the Company would equal the amount of 3,899,104 Offer Shares as mentioned above. In the event the number of Offer Shares issued in the Offering would equal the amount of 3,899,104 Offer Shares as mentioned above, the amount of shares outstanding would increase to 17,683,948 as a result of the Offering. If the Over-Allotment Shares were issued, the amount of shares would increase to 18,253,448 shares and the Offer Shares and Over-Allotment Shares would together represent a maximum of approximately 24.5 percent of the shares.
The preliminary price range for the Offer Shares in the Institutional Offering and Public Offering is a minimum of EUR 7.50 and a maximum of EUR 7.90 per Offer Share. The final price per Offer Share will be communicated through a company release on or about 23 March 2017. The final offer price may also be above or below the preliminary price range provided, however, the final offer price in the Public Offering shall not be higher than the maximum of the preliminary price range, EUR 7.90 per Offer Share. The subscription price per share in the Personnel Offering is 10 percent lower than the final offer price in the Public Offering.
In connection with the Offering, the Company may issue, by a directed issue, at the final offer price, up to 569,500 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 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 21 April 2017. The Company would repurchase 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 A-shares. The Over-Allotment Shares concern in total approximately 4.1 percent of the shares and votes before the Offering and approximately 3.1 percent of the shares after the Offering, assuming that the Company issues 3,899,104 Offer Shares.
Danske Bank A/S, Helsinki branch is acting as the sole lead manager in the contemplated IPO. Avance Attorneys Ltd is acting as the legal adviser to the Company. Roschier Attorneys Ltd is acting as the legal adviser to the sole lead manager.
Preliminary timetable (all times are Finnish time)
|Subscription period of the Offering commences|| 13 March 2017|
|The Offering may be discontinued at the earliest|| 20 March 2017|
|Subscription period of the Public Offering ends on or about|| 21 March 2017|
|Subscription period of the Personnel Offering ends on or about|| 21 March 2017|
|Subscription period of the Institutional Offering ends on or about|| 23 March 2017|
|Announcement of the final results of the Offering on or about||23 March 2017|
|Offer Shares subscribed for in the Public Offering registered in the investors' book-entry accounts on or about||24 March 2017|
|Trading in the Shares, excluding Personnel Shares, commences on Nasdaq First North on or about||24 March 2017|
|The Offer Shares offered in the Institutional Offering are ready to be delivered against payment through Euroclear Finland on or about||28 March 2017|
|New shares subscribed for in the Personnel Offering registered in the Trade Register on or about||11 April 2017|
|New shares subscribed for in the Personnel Offering registered in the subscribers' book-entry accounts on or about||11 April 2017|
|Trading in the Personnel Shares commences on Nasdaq First North on or about||11 April 2017|
The Finnish prospectus
The Company has submitted a Finnish language prospectus for approval with the Finnish Financial Supervisory Authority, and it is expected to be approved today 10 March 2017. The information stated in this press release regarding the Offering are conditional upon the approval of the Finnish language prospectus by the Finnish Financial Supervisory Authority today 10 March 2017. The Finnish language prospectus and a Finnish language marketing brochure will be available in electronic format on the Company's website at www.nextgames.com/listautuminen no later than 13 March 2017 before the start of the subscription period. Printed versions of the prospectus and marketing brochure are expected to be available no later than 13 March 2017 and can be obtained from 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).
Further information on the IPO, including places of subscription, can be obtained from www.nextgames.com/listautuminen, www.danskebank.fi, www.nordnet.fi.
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 Oy (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.