The Board of Directors of Next Games Corporation has adopted a new share-based incentive program
NEXT GAMES CORPORATION COMPANY RELEASE 6 July 2018 3pm EEST
The shareholders of Next Games Corporation (the “Company”) have on 17 May 2018 resolved to authorize the board of directors of the Company to resolve on issuances of shares in the Company and option rights entitling thereto so that the total number of shares may, pursuant to the authorization, be increased by a maximum of 730,000 shares in the aggregate.
The board of directors of the Company has on 6 July 2018 approved a new share-based incentive program (“Program”). The Program is part of the incentive and commitment scheme of the Company and the option rights entitling to shares in the Company can be issued based on it to all current and future employees, consultants acting in a key role for and management members of the Company and its group companies. Unless otherwise decided by the board of directors, option rights 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 730,000 shares in the aggregate.
The theoretical market value of the Program is approximately EUR 1.2M, which is equal to 730,000 options times the value of a single option. The value of a single option has been calculated by using the Black-Scholes option pricing model. Following assumptions were used to determine the option value: Share price EUR 6.17, Strike price EUR 6.17, Maturity four years, risk free interest 0% and volatility 39%. Fair value calculation also takes into account the probability that option subscription requirements are not fulfilled.
The Strike price of the options have been determined to be the average of the daily closing prices of Next Games Corporation’s shares between 1st of June and 30th of June.
Each option right issued under the Program entitles the recipient to subscribe for one new share in the Company. The option rights issued under the Program are divided into two rounds depending on, whether the option rights have been issued at the latest on 8 July 2018 (“Option Rights Round I”) or after it but not later than on 15 January 2019 (“Option Rights Round II”).
The subscription period for shares issuable pursuant to the option rights issued under the Program commences as of the first registration of the Program with the Finnish Trade Register and expires for Option Rights Round I on 30 June 2023 and for Option Rights Round II on 31 December 2023.
The option rights entitle to share subscription during the subscription period in accordance with the vesting schedule agreed in the option agreement between the Company and the recipient. Unless otherwise agreed in the option agreement, the default vesting schedule applicable to all recipients of the Option Rights Round I shall be such that 25 percent of the option rights granted to a recipient entitle to share subscription on 1 July 2019, and the remaining 75 percent of the option rights entitle to share subscription in 25 percent annual instalments on 1 July 2020, 1 July 2021 and 1 July 2022. Respectively, the default vesting schedule applicable to all recipients of the Option Rights Round II shall be such that 25 percent of the option rights granted to a recipient entitle to share subscription on 1 January 2020, and the remaining 75 percent of the option rights entitle to share subscription in 25 percent annual instalments on 1 January 2021, 1 January 2022 and 1 January 2023. 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 issued as part of the Option Rights Round I equal the arithmetic mean of the closing prices of the share on the Nasdaq First North Finland market place for June 2018, and respectively, with respect to each option right issued as part of the Option Rights Round II equal the arithmetic mean of the closing prices of the share on the Nasdaq First North Finland marketplace for December 2018. 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.
Saara Bergström, CMO, Next Games Corporation, tel. +358 (0)50 483 3896, firstname.lastname@example.org
Certified Adviser: Danske Bank A/S, Finland branch, tel. +358 10 546 7938
Next Games (Helsinki Nasdaq First North: 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. The developers of the critically acclaimed The Walking Dead: No Man’s Land redefines the way franchise entertainment transforms into highly engaging service-based mobile games. The Walking Dead: No Man’s Land, based on the popular AMC TV series, has been downloaded over 20 million times, with the game mirroring events as they occur in the show. Currently Next Games is working on four new games based on popular entertainment franchises including a mobile game for the popular Blade Runner franchise and a second The Walking Dead title with AMC, a unique location-based AR game, The Walking Dead: Our World. Next Games employs over 120 people and is based in Helsinki, Finland. For more information head to www.nextgames.com