STOCKHOLM, July 28, 2021 — The extraordinary general meeting (the "EGM") of Modern Times Group MTG AB (publ) ("MTG") that was held today resolved on, among other things, a directed issue of class C shares, transfer of class B shares to the sellers of Playsimple Games Private Limited ("PGPL") as well as transfer of class B shares through an accelerated bookbuilding procedure.
Resolution on a directed issue of class C shares and acquisition of own class C shares
The EGM resolved, in accordance with the board of directors' proposals, on:
An issue of a maximum of 6,194,343 class C shares, with deviation from the shareholders’ preferential rights to Nordea Bank Abp, filial i Sverige. The subscription price shall correspond to the quota value of the shares at the time of the subscription for the shares.
The reasons for the issue of class C shares and for the deviation from the shareholders’ preferential rights is to enable delivery of the consideration in the form of class B shares or cash in accordance with MTG Gaming AB’s obligations under the transaction agreements entered into with the sellers of PGPL (the "Transaction Agreements") as well as transferring the class B shares through an accelerated bookbuilding procedure in the event that approval is not granted by the Reserve Bank of India (“RBI”) to the sellers.
Acquisition of a maximum of 6,194,343 class C shares, which the board of directors may resolve to convert into class B shares. Such acquisition may only be carried out to such extent that, following each acquisition, the company holds a maximum of 10 per cent of all shares in the company. The purchase price shall be an amount that corresponds to the quota value of the shares applicable at the time of the subscription for the shares.
Resolution on transfer of own class B shares
The EGM also resolved, in accordance with the board of directors' proposals, on:
Transfer of a maximum of 6,194,343 own class B shares, consisting of the 6,194,343 class C shares issued in accordance with the above, to the sellers of PGPL with deviation from the shareholders’ preferential rights. The sellers’ right to receive class B shares are conditional upon the approval of the RBI. The class B shares shall be transferred against an aggregate consideration, in accordance with the terms of the Transaction Agreements, consisting either of 74,001 shares in PGPL, equivalent to a current value of USD 83,122,931 (i.e. a current value of the entire PGPL of USD 360,000,000), or an amount in cash equivalent to the price of the class B share on the day before the transfer multiplied with the number of class B shares, however not exceeding USD 83,122,931 for all 6,194,343 class B shares.
Transfer of a maximum of 6,194,343 class B shares through an accelerated bookbuilding procedure in the event that the sellers are not granted approval from RBI. The right to acquire class B shares shall, with deviation from the shareholders’ preferential rights, be granted to investors willing to acquire shares in an accelerated bookbuilding procedure on market terms.
EGM minutes with complete proposals and a summary of the postal votes
In order to prevent the spread of the coronavirus infection (covid-19), the EGM was held without physical presence, and the shareholders had the opportunity to exercise their voting rights by post prior to the EGM. The EGM minutes, including a summary of the postal votes, will be available at the company and the company's website, www.mtg.com.
The information was submitted for publication, through the agency of the contact persons set out below, at 10.15 am CEST on July 28 2021.
About MTGMTG (Modern Times Group MTG AB (publ)) (www.mtg.com) is a strategic acquirer and operator of gaming and esports entertainment companies. Born in Sweden, the shares are listed on Nasdaq Stockholm (‘MTGA’ and ‘MTGB’).
