The Board of Directors of Next Games Corporation has adopted a new share-based incentive program and resolved on the issuance of new option rights and the issuance of shares subscribed for pursuant to existing option rights
NEXT GAMES CORPORATION COMPANY RELEASE 5 April 2017 6.00 P.M. EEST
The board of directors of Next Games Corporation ("Company") has on 5 April 2017 resolved on the adoption of a new share-based incentive program, the issuance of new option rights and the issuance of shares subscribed for pursuant to option rights.
New share-based incentive program
The board of directors of the Company has on 5 April 2017 approved a new share-based incentive program ("Program"). The Program is part of the incentive and commitment scheme of the Company's personnel and the Company's shares or option rights entitling to shares can be issued to current and future employees, consultants and management members of the Company and its group companies. Unless otherwise decided by the board of directors, option rights and shares are issued to the recipients without consideration. Shares and option rights entitling to shares issued under the Program may increase the amount of shares by a maximum of 350,000 shares in the aggregate.
Each option right issued under the Program entitles the recipient to subscribe for one new share in the Company. The subscription period of the shares commences as of the first registration of this Program with the Finnish Trade Register and expires on 31 December 2023. The option rights entitle to share subscription during the subscription period in accordance with the vesting schedule agreed between the Company and the recipient. Unless otherwise agreed, the default vesting schedule applicable to all recipients shall be such that 25 percent of the option rights granted to a recipient entitle to share subscription upon the first anniversary of the grant date, and the remaining 75 percent of the option rights entitle to share subscription in equal monthly instalments over a period of 36 months starting on the first anniversary of the grant date. Unless otherwise decided by the Board of Directors, share subscription is additionally subject in each case to the recipient continuously providing services to the Company or its group companies as an employee, consultant or management member.
Unless otherwise decided by the Board of Directors, the subscription price payable for each share subscribed for pursuant to the option rights issued under the Program shall with respect to each option right equal the volume weighted average price of the share on the Nasdaq First North Finland -market place during the calendar month preceding the grant date. The subscription price will be booked in its entirety into the Company's invested unrestricted equity reserve.
Unless otherwise decided by the board of directors, if a recipient's employment or service relationship with the Company or its group companies ceases for any reason, all unexercised option rights that do not yet entitle to share subscription taking into account the agreed vesting schedule will automatically terminate and be forfeited to the Company. The recipient is entitled to exercise option rights entitling to share subscription within thirty (30) days from the date of the termination of the employment or service relationship, at which time any option rights remaining unexercised will automatically terminate and be forfeited to the Company. Shares subscribed for by a recipient whose employment or service relationship has terminated will become subject to a repurchase option in favor of the Company. The repurchase option is exercisable by the Company within 6 months after the date of the termination or, with respect to shares issued pursuant to an exercise of option rights after the date of the termination, within 6 months after the date of such exercise.
Under the Program, in addition to option rights, the Company may issue shares in the Company that are subject to such contractual repurchase options, transfer and forfeiture restrictions, as well as such other terms and conditions as determined by the board of directors in its discretion and set forth in a separate agreement between the Company and the recipient. Such shares may be issued to current or future employees, consultants and management members of the Company or its group companies who are subject to taxation in or by the United States.
New option rights
The shareholders of the Company have on 23 February 2017 unanimously resolved to authorize the board of directors of the Company to resolve on issuances of shares in the Company and option rights entitling thereto such that the total number of shares may, pursuant to the authorization, be increased by a maximum of 350,000 shares in the aggregate.
The board of directors of the Company has on 5 April 2017 resolved on the issuance of 14,921 option rights entitling to subscribe for 14,921 new shares in the Company. The option rights are issued without consideration to employees who subscribed for shares in the Company's personnel offering for the purposes of incentivizing and engaging them. The subscription price payable for the Company's shares subscribed for pursuant to the option rights shall be EUR 7.90 per share. The above described terms of the Program are applicable to the option rights.
New shares subscribed for pursuant to option rights
The board of directors of the Company has on 5 April 2017 resolved on the issuance of 17,836 new shares in the Company that have been subscribed for pursuant to priorly issued option rights. The subscription price for the shares issued is EUR 9,256.88 in the aggregate and it shall be booked in its entirety into the Company's invested unrestricted equity reserve. The subscription price shall be paid by 26 April 2017. The new shares will be registered to the trade register when they have been fully paid for, and trading in the shares is expected to begin at the latest on approximately 2 May 2017.
Saara Bergström, CMO, Next Games Corporation, tel. +358 (0)50 483 3896, firstname.lastname@example.org
Certified Adviser: Danske Bank A/S, Helsinki Branch, tel. +358 10 546 7937
Next Games is a mobile game developer and publisher specializing in service-based games based on entertainment franchises, such as movies, TV series or books. The developers of the critically acclaimed The Walking Dead: No Man's Land, redefines the way franchise entertainment transforms into highly engaging mobile games. The Walking Dead: No Man's Land, based on the popular AMC TV series, has been downloaded 16 million times. Next Games employs 70 people and is based in Helsinki, Finland. www.nextgames.com