This policy describes the operating principles and procedures of Next Games Plc (“Next Games” or “the company”) for communication with capital market representatives. Next Games strives to ensure that all market participants have simultaneous and timely access to information that is material and sufficient in order to determine the value of Next Games’ financial instruments.
This Disclosure Policy has been approved by the Board of Directors of Next Games on December 19, 2019. It is available on the company’s website in Finnish and English.
Principles of communications
Next Games complies with EU and Finnish law and regulations in its communication and applies the rules and guidelines of Nasdaq Helsinki Ltd. and the Finnish Financial Supervisory Authority (the FIN-FSA).
The following principles apply to public disclosures carried out by Next Games:
- The disclosures are carried out as soon as possible so that all parties have prompt and equal access to the information and the information can be assessed in an accurate, appropriate and timely manner.
- Communication is consistent and accurate and enables its recipient to assess its impact on the company’s financial instruments.
- All stakeholders receive information simultaneously.
- In addition to other applicable distribution channels, all releases are published on the company website where they are kept available for at least five years.
Communication with market participants
Next Games regularly meets with representatives from capital market participants and the media and aims to respond to inquiries from shareholders, investors, analysts, and the media without undue delay. The information provided is based on information published by Next Games or commonly accessible in the market.
The CEO and the CFO of Next Games are primarily responsible for relations with shareholders, investors and analysts. The Chief Marketing Officer together with the CEO are primarily responsible for media relations. Only spokespersons specified by Next Games are entitled to give public statements relating to material information concerning the company.
The official reporting language of the company is Finnish. All official material is published in Finnish and English.
Financial and other regularly disclosed information
Next Games discloses information about its financial situation, results of operations and their development on a regular basis, according to a schedule announced in advance. The publication dates for the upcoming financial year are announced prior to the close of the previous financial year.
Next Games regularly discloses the following information:
- Financial Statements Bulletin
- Financial Statements, the Board of Directors’ Report and the Auditor’s Report
- Half-year Financial Report
The company also regularly discloses information about its game development activities as part of the above-mentioned financial reports.
In accordance with the Market Abuse Regulation (MAR), unless there is a basis to delay such disclosure, Next Games will inform the public as soon as possible by way of a company release of inside information which directly concerns the company. In accordance with the provisions of the MAR, Next Games may delay the public disclosure of inside information, provided that all the below conditions are met:
- Immediate disclosure is likely to prejudice the legitimate interests of Next Games;
- delay of disclosure is not likely to mislead the public; and
- Next Games is able to ensure the confidentiality of such information.
The decision to delay the disclosure of inside information is made by Next Games’ Board of Directors or CEO based on the evaluation of whether the conditions for delay are met. Next Games has a procedure in place for managing the delay process.
Next Games may disclose information on the following matters by way of company releases:
- Financially significant advances in the company’s business and game development, for example the global launch of games. In principle, the stages of game development that precede the global launch of games are not considered by the company as matters to be disclosed unless they have special financial significance to the company.
- Financially significant or strategically important co-operation agreements
- Significant corporate/business acquisitions, joint ventures and investments of economic or strategic importance
- Significant changes in Next Games’ financial position
- Significant changes to the operations of Next Games
- Authority decisions
- Changes to the composition of the Board of Directors and the Management Team or the replacement of the auditor of the company or the Certified Adviser, pursuant to the rules of the First North Finland-marketplace
- Transactions by management and their related parties
Next Games has defined internal guidelines for evaluating materiality and significance of information. The guidelines are updated as needed to reflect possible changes in the scope of the company’s operations.
The Certified Adviser of the company, as set out in the rules of the First North Finland marketplace maintained by Nasdaq Helsinki Ltd., reviews the company releases. Company releases are approved by the Board of Directors or the CEO of the company.
Next Games publishes press releases on actions or events relating to the company’s business that do not meet the criteria set for a company release but that are considered to have news value or be of general interest among the company’s stakeholders.
Channels, distribution of releases and availability
The main source of information on Next Games is the company’s website www.nextgames.com. All reports, reviews, financial statements as well as company and press releases are published on the company website without undue delay after the disclosure of the information. The company also publishes materials prepared for investor and analyst meetings on its website in a timely manner.
Next Games uses social media channels in its communications. However, social media is not the primary channel of communication regarding information that is within the scope of company’s disclosure obligations.
Next Games adheres to a 30-day silent period before each announcement of its financial results. During this period, Next Games does not meet with investors, analysts, other market representatives or the financial media. During the silent period, Next Games will not comment on the company’s financial performance, market or future prospects.
If an event or a circumstance occurring during the silent period requires immediate disclosure in compliance with disclosure obligations, Next Games will disclose the information and can comment on the matter.
Next Games will annually publish an outlook on the future prospects of the company that is directed to the markets. These prospects are based on the views held by the company’s Management Team of the company’s development up to the date of their disclosure. The outlook will be disclosed in the Financial Statements Bulletin and in the Half-Year report, in addition to which it will also be disclosed in the Annual Report and published on the company’s website.
Profit warnings are disclosed as soon as possible if Next Games estimates that its result or financial position unexpectedly and significantly deviates either positively or negatively from what can be justifiably concluded based on previously published information, and if such deviation may have a material impact on the value of the company’s financial instruments.
Next Games’ Board of Directors decides whether to issue a profit warning, unless the urgency of the situation requires that the CEO of Next Games decides on the matter. A profit warning is always issued by way of a company release.
Rumors, market speculation and information leaks
Next Games will not comment on rumors circulating in the market, share price performance, competitors’ or clients’ actions or analysts’ assessments unless the rumor is sufficiently accurate to indicate that the confidentiality of Next Games’ inside information is no longer ensured. If inside information related to Next Games has leaked to third parties that do not owe a duty of confidentiality, or if the confidentiality of the inside information cannot otherwise be ensured, the company will publish a company release on the matter as soon as possible.
Roles, interpretations and deviations
The CEO of Next Games is responsible for the interpretation of, and supervision of compliance with, this Disclosure Policy. The CEO, or a person authorized by him/her, will provide additional instructions regarding the practical implementation of the Disclosure Policy. In individual cases, for weighty reasons and within the limits of laws and regulations, the CEO is entitled to deviate from the disclosure policy.
The Certified Adviser of the company, as set out in the rules of the First North Finland marketplace maintained by Nasdaq Helsinki Ltd., is Alexander Corporate Finance Oy.