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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.
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I therefore certify that:
STOCKHOLM, 12 February 2021 – Modern Times Group MTG AB (publ) (“MTG”) announced on 17 December 2020 that its board of directors had resolved on a new issue of class B shares with preferential rights for existing shareholders (the “Rights Issue”). The board of directors' resolution on the Rights Issue was approved by the extraordinary general meeting of MTG on 21 January 2021. The subscription period of the Rights Issue ended on 10 February 2021. Yesterday, on 11 February 2021, MTG announced that preliminary estimates indicated that the Rights Issue had been oversubscribed by 101.8 per cent. MTG can now confirm that 27,913,880 class B shares have been subscribed for by exercise of subscription rights and that 406,817 class B shares have been allotted to those who have applied for subscription for shares without subscription rights. Accordingly, the Rights Issue is fully subscribed for.
Summary of the outcome of the Rights Issue A maximum of 28,320,697 class B shares were offered in the Rights Issue at a subscription price of SEK 90 per share. 27,913,880 class B shares (corresponding to 98.6 per cent of the Rights Issue) were subscribed for by exercise of subscription rights. The remaining 406,817 class B shares have been allotted to those who have applied for subscription for shares without subscription rights. Investors' interest has been high and the Rights Issue was oversubscribed by 101.8 per cent.
The fully subscribed Rights Issue provides MTG with proceeds of SEK 2,549 million before deduction of transaction costs. MTG will use the net proceeds to repay the bridge loan facility of SEK 1,800 million raised in connection with the acquisition of Hutch Games in December 2020 and to repay the vendor note of a preliminary amount of EUR 113.6 million issued in connection with the acquisition of additional shares in InnoGames in December 2020 (together with additional existing cash and cash equivalents).
Allotment and payment for class B shares subscribed for without subscription rights Allotment of class B shares that have been subscribed for without subscription rights have been made in accordance with the allocation principles resolved upon by the board of directors and described in the prospectus regarding the Rights Issue that was published on 22 January 2021. Notice of allotment of class B shares subscribed for without subscription rights (in the form of a settlement note) will be distributed on 15 February 2021. Only those who have been allotted class B shares will be notified. Payment for class B shares subscribed for without subscription rights shall be made in cash in accordance with instructions on the settlement note not later than on 17 February 2021.
Those who have subscribed for class B shares through a nominee will receive notice of allotment, and shall pay for any allotted class B shares, in accordance with the instructions and procedures of their respective nominees.
Trading in paid subscribed shares (BTA) and the new class B shares Those who have subscribed for class B shares by exercise of subscription rights will initially receive so-called paid subscribed shares (BTA). Trading in BTA on Nasdaq Stockholm will continue until 19 February 2021. The reclassification of BTA as class B shares is expected to take place on 25 February 2021 and trading in the new class B shares on Nasdaq Stockholm is expected to commence on the same day.
Changes in MTG's share capital and the number of shares and votes As a result of the Rights Issue, MTG's share capital will increase by SEK 141,603,485 (from SEK 341,372,775 to SEK 482,976,260) and the total number of shares will increase from 68,274,555 shares (of which 545,662 class A shares and 67,728,893 class B shares) to 96,595,252 shares (of which 545,662 class A shares and 96,049,590 class B shares). Each class A share entitles to ten votes and each class B share entitles to one vote at general meetings of MTG. Accordingly, following the Rights Issue, the total number of votes in MTG is 101,506,210.
Advisors ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, Sweden branch and Swedbank AB (publ) are joint global coordinators in connection with the Rights Issue. Gernandt & Danielsson Advokatbyrå and Cleary Gottlieb Steen & Hamilton are legal advisors to MTG in connection with the Rights Issue. Linklaters Advokatbyrå AB is legal advisor to the joint global coordinators in connection with the Rights Issue.
The information was submitted for publication, through the agency of the contact persons set out below, at 23.50 CET on 12 February 2021.
About MTG MTG (www.mtg.com) is a strategic and operational investment holding company in esports and gaming entertainment. Born in Sweden, the shares are listed on Nasdaq Stockholm (‘MTG A’ and ‘MTG B’).
Important information In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law. Persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.
This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in MTG. Invitation to the persons concerned to subscribe for shares in MTG will only be made by means of the prospectus that has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and published on MTG's website. The prospectus contains, among other things, risk factors and certain selected financial information. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in MTG's prospectus.
This press release is not directed to persons located in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland, the United States or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new class B shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland, the United States or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measures in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of applicable law.
This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). Any securities mentioned herein have not been and will not be registered under the Securities Act, and no public offering will be made in the United States.
This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) or (iv) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment or investment activity to which this press release relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this press release or any of its content.
This press release is distributed in any member state of the European Economic Area under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) only to those persons who are qualified investors for the purposes of the Prospectus Regulation in such member state, and such other persons as this press release may be addressed on legal grounds. No person that is not a relevant person or qualified investor may act or rely on this press release or any of its contents.
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Rights Issue, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside MTG’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and MTG has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise.