STOCKHOLM, 21 January 2021 – The extraordinary general meeting (the "EGM") of Modern Times Group MTG AB (publ) ("MTG") that was held today resolved on, among other things, the approval of the board of directors' resolution to carry out a new issue of class B shares with preferential rights for the shareholders.
Approval of the rights issue
The EGM resolved to approve the board of directors' resolution on 17 December 2020 on a new issue of class B shares with preferential rights for the shareholders (the "Rights Issue"). Not more than 28,320,697 class B shares may be issued in the Rights Issue. The subscription price is SEK 90 per share. If the Rights Issue is fully subscribed for, MTG will receive proceeds of approximately SEK 2,549 million before deduction of transaction costs. MTG’s share capital will increase by not more than SEK 141,603,485.
Those who are registered as shareholders in MTG’s share register on the record date will receive one (1) subscription right for each share held in MTG (irrespective of the share class, i.e., both holders of class A shares and holders of class B shares will receive subscription rights for new class B shares). Twelve (12) subscription rights entitle to subscription for five (5) new class B shares. The record date for determining the right to receive subscription rights is 25 January 2021. The last day of trading in MTG’s shares including the right to receive subscription rights is today, 21 January 2021. The subscription period begins on 27 January 2021 and ends on 10 February 2021.
For more information on the Rights Issue, please see the prospectus that MTG will publish on 22 January 2021.
Resolution on a new issue of shares directed to certain sellers of Hutch Games, an authorisation for the board of directors to issue shares, the approval of an issue of shares in a subsidiary with payment in‑kind, and the implementation of a long-term share related incentive program
The EGM also resolved, in accordance with the board of directors' proposals, on:
- An authorisation for the board of directors to, on one or several occasions up until the next annual general meeting, resolve on the issue of class B shares representing, in aggregate, not more than 10 per cent of the total number of shares in the company as of the time when the board of directors exercises the authorisation for the first time. No single investor shall have the right to subscribe for shares representing more than 5 per cent of the total number of shares in the company. The purpose of the authorisation is, and the reason for any deviation from the shareholders’ preferential rights shall be, to enable the company to pursue potential acquisition opportunities as they arise and in line with its strategy, including to raise capital on an accelerated basis for such purposes.
- An issue of not more than 627,431 class B shares directed to certain sellers of Hutch Games with payment through set-off against a vendor note of SEK 81,442,288. The subscription price, which was determined in accordance with the share purchase agreement regarding the acquisition of Hutch Games, is SEK 129.80 per class B shares. The set-off issue results in an increase of the company’s share capital by not more than SEK 3,137,155.
- The approval of an issue of new shares in a subsidiary with payment in-kind for the purpose of enabling a consolidation of MTG’s holding of certain esports assets.
- The implementation of a long-term incentive program (LTIP 2021) and certain arrangements to ensure delivery of shares to the participants in the program. LTIP 2021 comprises approximately 17 key employees. The participation in LTIP 2021 requires a shareholding in MTG corresponding to a certain percentage of each participant’s gross annual base salary. Not more than 363,331 class B shares (before recalculation following the Rights Issue or potential other corporate events) may be transferred to the participants free of charge, subject to the satisfaction of certain performance criteria during a three-year vesting period. For the purpose of securing delivery of shares to the participants in LTIP 2021, the EGM also resolved on an authorisation for the board of directors to resolve on a directed issue, and a subsequent repurchase, of not more than 130,000 class C shares (which can be converted into class B shares) and that not more than 434,800 own class B shares may be transferred free of charge to the participants in accordance with terms and conditions of LTIP 2021.
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 09.20 CET on 21 January 2021.