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Media and Games Invest SE / Key word(s): Capital Increase
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Disclosure of inside information according to Article 17 MAR of the Regulation (EU) No 596/2014
April 28, 2022
Media and Games Invest announces intention to carry out a directed share issue
Media and Games Invest SE (Scale Segment Frankfurt Stock Exchange: M8G), (Nasdaq First North Premier Growth Market: M8G) ("MGI" or the "Company") hereby announces its intention to carry out an issue of approximately 9 million new ordinary A shares (approximately 6 percent of outstanding share capital) directed to institutional investors through an accelerated book-building procedure pursuant to the authorisation set out in the articles of association of the Company (adopted by the extraordinary general meeting held on April 15, 2021) (the "Directed Share Issue"). The Directed Share Issue is carried out in connection with the acquisition of AxesInMotion S.L. (the "Acquisition") announced by the Company earlier today to maintain the Company's desired capital structure with a mid-term pro forma Net Leverage ratio of 2-3x. MGI has engaged Swedbank in cooperation with Kepler Cheuvreux to explore the conditions for the Directed Share Issue.
The subscription price will be determined through an accelerated book-building procedure, which will commence immediately after publication of this announcement and end before the commencement of trading on Nasdaq First North Premier Growth Market on April 29, 2022. The book-building procedure may, at the discretion of the Company, close earlier or later and may be cancelled at any time.
The Company intends to use the net proceeds from the Directed Share Issue in order to maintain the Company's desired capital structure following the financing of the Acquisition, which is expected to be closed in May 2022, and to further strengthen the Company's financial position in line with already announced targets of the Company.
The Company has considered the possibility to raise the required equity through a rights issue. However, the Board of Directors of the Company has concluded that the Directed Share Issue would be significantly more time-effective, which is essential in order to maintain the Company's desired capital structure following the financing of the Acquisition. Also, a rights issue would entail significantly higher costs and increased exposure to potential market volatility compared to the Directed Share Issue. Unlike a rights issue, the Directed Share Issue is also expected to broaden the shareholder base and provide the Company with new qualified and institutional investors, which the Board of Directors considers to be of benefit to the Company and the general liquidity in the share. Considering the above reasons, the Board of Directors has made the assessment that a Directed Share Issue with deviation from the shareholders' preferential rights, as authorized in the articles of association of the Company (adopted by the extraordinary general meeting held on April 15, 2021), is the most favourable alternative for the Company and in the best interest of the Company's shareholders. As the subscription price in the Directed Share Issue will be determined through a book-building procedure, the Board of Directors assesses that the subscription price will reflect current market conditions and demand.
In connection with the Directed Share Issue, the Company has agreed, with customary exceptions, not to issue additional shares for a period of 90 calendar days after the first settlement date (unless for M&A financing). In addition, Remco Westermann (CEO and Chairman) as well as the Board and Executive Management have committed to not sell any shares in MGI for the same period of 90 calendar days after the first settlement date.
FOR MORE INFORMATION, PLEASE CONTACT:
Jenny Rosberg, ROPA, IR contact Stockholm
Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations. In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities etc. falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order (all such persons together being referred to as "Relevant Persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision to acquire or subscribe for shares in connection with the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been independently verified by the Managers. The Managers are acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Information to distributors
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.
28-Apr-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media and Games Invest SE
St. Christopher Street 168
VLT 1467 Valletta
+356 21 22 7553
+356 21 22 7667
Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Munich, Stuttgart, Tradegate Exchange; FNSE
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