MTG 2021 Rights Issue Announced

A rights issue to enable further growth and to allow for an active and ambitious M&A agenda

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Frequently Asked Questions (FAQ)

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Shareholders who have a custodian, ie. have holdings that are nominee-registered, refer to their respective nominees for specific information and instructions.

 

Questions related to the nature of the transaction

 

Q:What is a rights issue?

A: A rights issue is an offer to all shareholders to subscribe for new shares in the company at a predetermined price during a set period of time. Anyone who owned shares in MTG on the record date of January 25 has the right to participate in the rights issue.

Q: Why has MTG decided to make a new issue of B shares with preferential rights for existing shareholders? 

A: In order to allow all existing shareholders in MTG to participate in the newly ignited growth strategy, MTG has decided on a new share issue with preferential rights for existing shareholders.

Q: How much money does the company receive through the issue and what will the money be used for?

A: If the rights issue is fully subscribed for, MTG will receive issue proceeds of approximately SEK 2,549 million before deductions for transaction costs. MTG will primarily use the expected net proceeds to repay the bridge loan facility of SEK 1,800 million raised in connection with the acquisition of Hutch – and secondarily to repay the vendor note of EUR 113.6 million raised in connection with the acquisition of additional shares in InnoGames.

Q: What is a subscription right?

A: A subscription right is a security that gives the right to, during a set period of time, subscribe for new shares in a company at a predetermined price. The subscription right has an economic value if the subscription price is lower than the share price. 

 

Subscription related questions

 

Q: How many shares am I entitled to subscribe for in the rights issue?

A: Anyone who was registered as a shareholder on the record date of January 25, 2021 received one (1) subscription right for each share held in MTG (regardless of class of shares, i.e. both holders of A shares and holders of B shares received subscription rights for subscription of new B shares). Twelve (12) subscription rights entitle to subscribe for five (5) B shares. The subscription price is set to SEK 90 per B share.

Q: What do I do if I want to buy or sell subscription rights?

A: You can buy and sell subscription rights over the stock exchange or by contacting your bank or trustee from January 27 to February 8, 2021. During this period, the subscription rights are traded on Nasdaq Stockholm. 

Q: When should I use the application form?

A: If you are a directly registered shareholder and want to participate in the rights issue but want to exercise a different number of subscription rights than what is stated in the emissions account, for example if you have bought or sold subscription rights, you must use the subscription form for subscription of B shares with subscription rights. The application form is available on the company’s website, https://www.mtg.com/mtg-righs-issue/#attendance-form and via Swedbank’s website, www.swedbank.se/prospekt.

Q: What is the subscription price set to in the rights issue?

A: The subscription price is SEK 90 per B share.

Q: When is the subscription period?

A: The subscription period runs between January 27 and February 10, 2021. If you have your shares with a bank or nominee, you should contact them for information on how to subscribe for new shares in the rights issue.

Q: How do I participate in the rights issue?

A: As a directly registered shareholder, you subscribe for shares by making a payment in accordance with the bank giro notice sent by post on 27 January together with the CEO’s letter, “Questions and answers” and “How to” (alternatively, if payment is made from abroad, according to special payment instructions, read more on MTG’s and Swedbank’s websites, respectively). If you want to subscribe for fewer new shares than you are entitled to, use the application form called “ Application form for subscription for class B shares with subscription rights”. If you want to register for subscription of new shares without the support of subscription rights, use the registration form called “ Application form for subscription for class B shares without subscription rights”. Both application forms are available on MTG’s and Swedbank’s website, https://www.mtg.com/mtg-righs-issue/#attendance-form or www.swedbank.se/prospekt.

 If you have your shares with a bank or nominee, you should contact them for information on how to subscribe for new shares with preferential right.

Q: As a shareholder, do I need to do anything to obtain subscription rights in MTG’s rights issue?

A: No, the objective is that everyone who is registered as a shareholder in MTG on the record date of January 25, 2021 automatically will receive subscription rights. If you have your shares with a bank or nominee, you should contact them for information on how to subscribe for new shares with preferential right.

Q: What happens if I, as an existing shareholder, do not participate in the rights issue?

A: If you choose not to participate, your shareholding will be diluted by a maximum of approximately 29.4% of the capital. However, you have the opportunity to sell your subscription rights in order to be financially compensated for the dilution. The subscription rights will be traded between 27 January and 8 February 2021. Please note that non-exercised subscription rights become invalid after the end of the subscription period on 10 February 2021.

Q: Can I subscribe for more shares than I have a preferential right to?

A: Yes, it can be done in the following ways:

  • You may buy subscription rights on the stock exchange and use these to subscribe for new shares. You then take over the preferential right to subscribe for new shares and subscribe in accordance with the instructions in the application form called “ Application form for subscription for class B shares with subscription rights”.
  • You can also apply to subscribe for shares without preferential right. In this case, you must use the application form called “ Application form for subscription for class B shares without subscription rights”.

The application forms can be downloaded from MTG’s website, https://www.mtg.com/mtg-righs-issue/#attendance-form and via Swedbank’s website, www.swedbank.se/prospekt. If you have your shares with a bank or nominee, you should contact them for more information on how to subscribe for shares without preferential rights.

Q: How do I know if I will be allotted shares? 

A: As confirmation of the allotment of shares subscribed for without support of subscription rights, a settlement note will be sent out on or around 15 February 2021.

Q: What can I, as an existing shareholder, do if I cannot afford to participate in the rights issue?

A: If you who are allocated subscription rights cannot afford to subscribe for new shares in the rights issue, you have the opportunity to take advantage of the value of the subscription rights that you receive by selling them in the market. In this way, you are financially compensated for the dilution effect of the transaction. 

Q: Can the subscription rights be traded on Avanza or Nordnet?

A: The subscription rights are traded on Nasdaq Stockholm between 27 January and 8 February 2021. It is the company’s intention that the rights will be tradable through online brokers such as Avanza and Nordnet.

Q: Is there more information available regarding the rights issue?

A: For more information, see the prospectus which is available on MTG’s website, https://www.mtg.com/mtg-righs-issue/#prospectus, and is dated 22 January 2021. The prospectus is also available via www.swedbank.se and at www.fi.se.

 

Contacts

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The information contained in this section of the website of Modern Times Group MTG AB (publ) (the “Company”) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Australia, Canada, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Company referred to in this section of the website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to the documents contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

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Lars Torstensson, CFO, EVP Communications & Investor Relations
Direct: +46 (0) 70-273 48 79
E-mail: LARS.TORSTENSSON@MTG.COM

Oliver Carrà, Director of Public Relations
Direct: +46 (0) 70 464 44 44
E-mail: OLIVER.CARRA@MTG.COM

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The securities of the Company referred to in this section of the website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to the documents contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

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Maria Redin, Group President & CEO From left: Maria Redin, Group President and CEO, and Lars Torstensson CFO and EVP Communications & IR
MTG logo.

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The information contained in this section of the website of Modern Times Group MTG AB (publ) (the “Company”) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Australia, Canada, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.

The securities of the Company referred to in this section of the website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.

Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to the documents contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.

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