Media and Games Invest plc / Key word(s): Strategic Company Decision
Disclosure of inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
Media and Games Invest: Board of Directors decided to start process to relocate the company's registered office to Luxembourg, to introduce B-shares and to issue a share option for an ESOP for key personnel
The Board of Directors of Media & Games Invest plc ("MGI" or the "Company", ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange) has today decided to move the Company's registered office to Luxembourg. The change of domicile will make MGI attractive to additional investor groups that are not allowed to invest in the Company due to its current domicile. MGI plans as a first step to change its legal structure from a Public Limited Liability Company ("plc") into that of a Societas Europaea ("SE") and thereafter start the relocation process, targeting to be domiciled in Luxembourg, ideally from January 1, 2022 onwards. Discussions with advisors in Malta and Luxembourg to initiate the relocation without delay will start shortly. The final decision on the relocation will be taken at a later date by the shareholders of MGI at an extraordinary general meeting to be convened.
Furthermore, to further optimize the share structure of the Company and to enable further growth, the Board of Directors today also decided to propose the introduction of a new share class, B-shares. The introduction of B-shares will be resolved upon by the shareholders of MGI at an extraordinary general meeting to be convened as soon as possible. The B-shares shall be introduced as a new share class with less voting rights than current shares, to allow the company to issue shares with less dilution of the current voting powers, similar to some of its peers. The current shares will become A-shares. The exact terms of the B-shares will be finally defined and included in the notice for the extraordinary general meeting. The rights of the currently issued shares will be protected and not adversely changed. The Board of Directors intends to list the B-shares at Nasdaq First North Premier Growth Market when issued at the first time.
Also as hiring top key employees as well as retaining employees is becoming more and more of importance in current very competitive labor market the board has today also decided to launch a new ESOP program and to allow for the issuance of up to 15 million new MGI shares, earliest from May 2024 and latest till December 2030 via an option at a strike price of Euro 2.60 per share.
The objective of the share-based incentive program is to motivate, retain and be able to hire key personnel. The group of persons targeted by the program are c-level and key management of MGI and MGI subsidiaries. Participants will be decided by the MGI board based on proposals of the management. The overall time period for the program is until 2030, with exercise of the options earliest from 2024. Minimum vesting period is 4 years for the employees, whereas however blocks of shares can earliest be sold 2 years after they have vested. The minimum strike price is 2,60 euro per MGI share, however the strike price being at least 20% over last 5 days average MGI share closing price of Nasdaq Sweden at the moment of issue of the program to an employee. The total maximum number of shares involved is upto 15 million shares. The options will be issued to Bodhivas GmbH the investment vehicle of the Chairman of the Board and CEO Remco Westermann with as sole purpose executing and serving the obligations of this ESOP program towards the MGI personnel. Other conditions of the ESOP will include a.o. certain exercise and sale windows, good and bad leaver conditions Leavers. Instead of paying in cash also paying the share option profit in shares is possible. The value of the program depends on the actual share price of the MGI shares from 2024 onwards as well as the number of options issued as well as the personnel allowed to exercise their option at the respective exercise windows. The maximum value of the program is the maximum number of shares (15 million) multiplied with the actual exercise share price minus Euro 2.60.
In a more and more competitive labor market, with other gaming companies but also tech-companies such as Tesla and Apple actively chasing our personnel this share option program will support MGI group in retaing key personell as well as hiring new talents, which will further support the growth of the company.
This information is such information Media and Games Invest plc is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this release has been made public through the agency of the responsible persons set out below for publication at the time stated by MGI's news distributor EQS Newswire at the publication of this release. The responsible persons below may be contacted for further information.
Jenny Rosberg, ROPA, IR contact Stockholm
Axel Mühlhaus / Dr. Sönke Knop, edictor, IR contact Frankfurt
About Media and Games Invest plc
Media and Games Invest plc (MGI), is a fast-growing and profitable company operating in the digital games sector with a strong supportive media unit and focus on North America & EMEA. The company combines organic growth with value-accretive acquisitions, delivering strong and sustainable earnings growth. Since 2014 the MGI Group has successfully acquired more than 30 companies and assets which are integrated onto our platform, exploiting efficiency-enhancing technologies such as the cloud. The Company's shares are listed on Nasdaq First North Premier Growth Market in Stockholm and the Scale segment of the Frankfurt Stock Exchange.
The Company's certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; firstname.lastname@example.org, +46-8-528 00 399.
This release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in MGI in any jurisdiction, neither from MGI nor from someone else.
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11-Jan-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Media and Games Invest plc
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+356 21 22 7553
+356 21 22 7667
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