DGAP-Ad-hoc: Media and Games Invest plc / Key word(s): Capital Increase
Media and Games Invest successfully completes a directed issue of 20,930,232 new shares raising proceeds of
approximately SEK 900 million
06-May-2021 / 01:37 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
=----------------------------------------------------------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE
REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
Disclosure of inside information according to Article 17 MAR of the Regulation (EU) No 596/2014
May 6, 2021
Media and Games Invest successfully completes a directed issue of 20,930,232 new shares raising proceeds of
approximately SEK 900 million
Media and Games Invest plc ("MGI" or the "Group") has, in accordance with the announcement made in a press release on
May 5, 2021, successfully completed the book-building of a directed share issue of 20,930,232 new shares, based on the
authorization granted by MGI's annual general meeting on 15 April 2021 (the "Directed Share Issue"). The subscription
price in the Directed Share Issue is SEK 43 per share and has been determined through an accelerated book-building
procedure led by Carnegie, Jefferies and Swedbank in cooperation with Kepler Cheuvreux (together referred to as
"Managers"). The Directed Share Issue was heavily oversubscribed and generated strong interest from both Swedish and
international investors as well as several existing shareholders, and the Company has therefore decided to increase the
size to SEK 900 million.
The Directed Share Issue will strengthen the Group's financial position for capitalising on numerous acquisition
opportunities including further complimentary games and media companies or assets as well as investing into accelerated
further organic growth.
The subscription price in the Directed Share Issue is SEK 43 per share and has been determined through an accelerated
book-building procedure led by the Managers.
The reasons for the deviation from the shareholders' preferential rights are mainly to further diversify the
shareholder base among Swedish and international institutional investors and simultaneously raise capital in a time-
and cost-effective manner.
The subscription price of SEK 43 corresponds to a discount of 8.5 percent to yesterday's closing price of SEK 47. The
Board of Directors' assessment is that the subscription price in the Directed Share Issue is in accordance with market
conditions since it has been determined through an accelerated book-building procedure.
After the completion of the transaction, the Directed Share Issue will increase in the number of outstanding shares and
votes of 20,930,232 - from 128,749,748 to 149,679,980, which is a dilution for existing shareholders of approximately
14.0 percent of the number of outstanding shares and votes in the Company. The share capital will increase by EUR
20,930,232 from EUR 128,749,748 to EUR 149,679,980. The new shares carry a dividend entitlement from 1 January 2021.
Settlement is expected to occur on or around 10 May.
In connection with the Directed Share Issue, the Company has agreed, with customary exceptions, not to issue additional
shares for a period of 90 calendar days after the settlement date (unless for M&A payments in shares). In addition,
Remco Westermann (CEO and Chairman) has committed, with customary exceptions and an exception of up to 1.3 million
shares based on an old obligation, to not sell any shares in MGI for the same period of 90 calendar days after the
settlement date.
In order to facilitate the timely delivery of shares to the investors in the Directed Share Issue, Bodhivas Gmbh will
lend 20,930,232 shares to Carnegie. The lent shares will be returned to lender after the Directed Share Issue has been
registered with the Malta Business Registry.
ADVISERS
Carnegie, Jefferies and Swedbank in cooperation with Kepler Cheuvreux have been Joint Global Coordinators and Joint
Bookrunners (jointly referred to as "Managers") on this transaction. Baker & McKenzie acts as legal counsel to the
Group and Gernandt & Danielsson acts as legal counsel to the Managers in connection with the Directed Share Issue.
RESPONSIBLE PARTIES
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 press release has been made public through the agency of the
responsible person set out below for publication at the time stated by MGI's news distributor EQS Newswire at the
publication of this press release. The responsible person below may be contacted for further information.
FOR MORE INFORMATION, PLEASE CONTACT:
Remco Westermann
Chairman of the Board and CEO
+49 40 411 885206
Sören Barz
Head of Investor Relations
Phone +49 170 376 9571
soeren.barz@mgi.group, info@mgi.group
www.mgi.group
Jenny Rosberg, ROPA, IR contact Stockholm
Phone: +46707472741
Mail: Jenny.rosberg@ropa.se
Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
Phone: +49 69 9055 05 51
Mail: mgi@edicto.de
ABOUT MGI:
Media and Games Invest plc is a digitally integrated games and media company with main operational presence in Europe
and North America. The company combines organic growth with value-generating synergetic acquisitions, demonstrating
continuous strong, profitable growth with a revenue CAGR of 45% over the last 6 years. Next to strong organic growth,
the MGI Group has successfully acquired more than 30 companies and assets in the past 6 years. The acquired assets and
companies are integrated and amongst others cloud technology is actively used to achieve efficiency gains and
competitive advantages. The Company's shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in
the Scale segment of the Frankfurt Stock Exchange. The Company has a secured bond that is listed on Nasdaq Stockholm
and on the Frankfurt Stock Exchange Open Market as well as an unsecured bond listed on the Frankfurt Stock Exchange
Open Market
The Company's certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; info@fnca.se, +46-8-528
00 399.
For more information, please visit: https://mgi.group/
Media and Games Invest plc
St. Christopher Street 168
VLT 1467 Valletta, Malta
Phone: +356 21 22 7553
Fax: +356 21 22 7667
E-mail: info@mgi.group
Internet: www.mgi.group
IMPORTANT INFORMATION
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to
restrictions by law. The recipients of this press release in jurisdictions where this press release has been published
or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is
responsible for using this press release, and the information contained herein, in accordance with applicable rules in
each jurisdiction. This press release does not constitute an offer to sell or an offer, or the solicitation of an
offer, to acquire or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation
would be illegal prior to registration, exemption from registration or qualification under the securities laws of such
jurisdiction. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the
"Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not
authorized any offer to the public of shares or rights in any Member State of the EEA and no prospectus has been or
will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus
Regulation.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities
in the United States. The securities referred to herein may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the
U.S. Securities Act of 1933, as amended (the "Securities Act").There is no intention to register any securities
referred to herein in the United States or to make a public offering of the securities in the United States. The
information in this press release may not be announced, published, copied, reproduced or distributed, directly or
indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South
Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the
information would not comply with applicable laws and regulations or where such actions are subject to legal
restrictions or would require additional registration or other measures than what is required under Swedish law.
Actions taken in violation of this instruction may constitute a crime against applicable securities laws and
regulations.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only
being distributed to, and is only directed at, and any investment or investment activity to which this document relates
is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom
(MORE TO FOLLOW) Dow Jones Newswires
May 05, 2021 19:39 ET (23:39 GMT)