Media and Games Invest : Bond Prospectus - Subsequent Bond Issue II 2021

Media and Games Invest SE

PROSPECTUS REGARDING THE LISTING OF EUR 150,000,000

SENIOR SECURED CALLABLE FLOATING RATE BONDS

ISIN: SE0015194527

Validity of the Prospectus

This Prospectus was approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) on 23 July 2021. The Prospectus is valid for a period of maximum 12 months from this date, provided that Media and Games Invest SE fulfils the obligation, in accordance with the Prospectus Regulation, if applicable, to provide supplements to the Prospectus in the event of significant new factors, material mistakes or material inaccuracies, which may affect the assessment of the Bonds in the Company. The obligation to prepare a supplement to the Prospectus is valid from the time of approval until the time of admission to trading of the Subsequent Bonds, issued on June 2021, on Nasdaq Stockholm. The Company is under no obligation to prepare supplements to the Prospectus once the Bonds have been admitted to trading on Nasdaq Stockholm.

IMPORTANT INFORMATION TO INVESTORS

This prospectus (the "Prospectus") has been prepared by Media and Games Invest SE (formerly Media and Games Invest plc), a Societas Europaea (SE) company incorporated in Malta with reg. no. SE 15 and having its registered office at 168, St Christopher Street, Valletta VLT 1467 ("MGI", the "Company" or the "Issuer"), in relation to the application for admission to trading of EUR 150,000,000 senior secured callable floating rate bonds issued on 18 June 2021 with ISIN code SE0015194527 (the "Subsequent Bonds" or the "Bonds") issued under the Company's bond framework of maximum EUR 350,000,000 on the corporate bond list at Nasdaq Stockholm in accordance with the terms and conditions of the Bonds (the "Terms and Conditions"). The Issuer has issued initial bonds on 27 November 2020 of EUR 80,000,000 under the Company's bond framework (the "Initial Bonds" or the "Initial Bond Issue") and subsequent bonds of EUR 40,000,000 on 30 March 2021. The Company is a parent company in a group consisting of several subsidiaries (together referred to as the "Group"). References to the "Initial Guarantors" means gamigo AG, gamigo Publishing GmbH (reg. no. HRB 150346 (AG Hamburg)), Aeria Games GmbH (reg. no. HRB 145568 (AG Hamburg)), Gamigo US Inc. (a company incorporated under the laws of Delaware, U.S.), gamigo Inc. (a company incorporated under the laws of Delaware, U.S.) and Verve Group Inc. (a company incorporated under the laws of Delaware, U.S.) (and each a "Guarantor"). References made to the "Agent" refers to Nordic Trustee & Agency AB (publ), reg. no. 556882-1879, Box 7329, 103 90 Stockholm, Sweden.

The Prospectus has been prepared by the Company in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"). The Prospectus has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the article 20 of the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and such approval should not be considered as an endorsement of the Group or support of the securities offered. The Swedish Financial Supervisory does not guarantee the information in the Prospectus is correct or complete. Swedish law applies to the Prospectus. Disputes arising from the Prospectus and related legal matters shall be decided exclusively by the Swedish court, whereby Stockholm District Court shall constitute the first instance. The Prospectus has been prepared in English only and is available on the Company's web page (https://mgi.group/investor-relations/),at the Swedish Financial Supervisory Authority's web page (www.fi.se), the European Securities and Markets Authority's web page (esma.europa.eu).

The Prospectus is not an offer for sale or a solicitation of an offer to purchase the Bonds in any jurisdiction. It has been prepared solely for the purpose of listing the Bonds on Nasdaq Stockholm. The Prospectus may not be distributed in any country where such distribution or disposal requires additional prospectuses, registration or additional measures or is contrary to the rules and regulations in such country. Persons into whose possession the Prospectus comes or any person who acquire the Bonds are therefore required to inform themselves about, and to observe, such restrictions. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws and may not be subject to U.S. tax law requirements. The Bonds may not be offered, sold or delivered within the United States of America or to, or for the account or benefit of, U.S. persons (as defined in Rule 902 of Regulation S under the Securities Act). The Company has not undertaken to register the Bonds under the Securities Act or any U.S. state securities laws or to affect any exchange offer for the Bonds in the future. Furthermore, the Company has not registered the Bonds under any country's securities laws. It is the investor's obligation to ensure that the offers and sales of Bonds comply with all applicable securities laws.

The figures included in the Prospectus have, in certain cases, been rounded off and, consequently, the tables contained in the Prospectus do not necessarily add up. All financial amounts are in Euro ("EUR") or in Swedish Krona ("SEK"), unless indicated otherwise. Except as expressly stated herein, no financial information in the Prospectus has been audited or reviewed by the Company's auditor. Financial information relating to the Company in the Prospectus that is not part of the information audited or reviewed by the Company's auditor as outlined herein originates from the Company's internal accounting and reporting systems.

Amounts payable under the Bonds are calculated by reference to EURIBOR, which is provided by the European Money Markets Institute. As of the date of the Prospectus the administrator of EURIBOR is included in the ESMA register of administrators under Article 36 of the Regulation (EU) 2016/1011 (the "Benchmark Regulation").

FORWARD-LOOKING STATEMENTS

The Prospectus contains certain forward-looking statements and opinions. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions pertaining to the future that, by example, contain wording such as "believes", "estimates", "anticipates", "expects", "assumes", "forecasts", "intends", "could", "will", "should", "would", "according to estimates", "is of the opinion", "may", "plans", "potential", "predicts", "projects", "to the knowledge of" or similar expressions, which are intended to identify a statement as forward-looking. This applies, in particular, to statements and opinions in the Prospectus concerning the future financial returns, plans and expectations with respect to the business and management of the Company, future growth and profitability and general economic and regulatory environment and other matters affecting the Company.

Forward-looking statements are based on current estimates and assumptions made according to the best of the Company's knowledge. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause the actual results, including the Company's cash flow, financial condition and results of operations, to differ materially from the results, or fail to meet expectations expressly or implicitly assumed or described in those statements or to turn out to be less favourable than the results expressly or implicitly assumed or described in those statements. Accordingly, prospective investors should not place undue reliance on the forward-looking statements herein, and are strongly advised to read the Prospectus in its entirety including all documents that are incorporated by references under the section "Information regarding the Company's financial reporting". The Company cannot give any assurance regarding the future accuracy of the opinions set forth herein or as to the actual occurrence of any predicted developments.

In light of the risks, uncertainties and assumptions associated with forward-looking statements, it is possible that the future events mentioned in the Prospectus may not occur. Moreover, the forward-looking estimates and forecasts derived from third party studies referred to in the Prospectus may prove to be inaccurate. Actual results, performance or events may differ materially from those in such statements due to, without limitation: changes in general economic conditions, in particular economic conditions in the markets on which the Group operates, changes affecting interest rate levels, changes affecting currency exchange rates, changes in competition levels, changes in laws and regulations, and occurrence of accidents.

After the date of the Prospectus, the Company, is not under any obligation, except as required by law or Nasdaq Stockholm's Rule Book for Issuers, to update any forward-looking statements or to confirm these forward-looking statements to actual events or developments.

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TABLE OF CONTENTS

1.	RISK FACTORS....................................................................................................................................	4
2.	BACKGROUND AND STATEMENT OF RESPONSIBILITY....................................................................	27
3.	THE BONDS IN BRIEF.......................................................................................................................	28
4.	BUSINESS OVERVIEW......................................................................................................................	35
5.	THE INITIAL GUARANTORS..............................................................................................................	40
6.	INFORMATION REGARDING THE GROUP'S FINANCIAL REPORTING...............................................	43
7.	BOARD OF DIRECTORS, EXECUTIVE MANAGEMENT AND AUDITORS OF THE COMPANY AND THE
	INITIAL GUARANTORS.....................................................................................................................	45
8.	LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION..................................................	48
9.	DOCUMENTS INCORPORATED BY REFERENCE ...............................................................................	50
10.	TERMS AND CONDITIONS OF THE BONDS......................................................................................	51
11.	ADDRESSES..........................................................................................................................................

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RISK FACTORS

In this section, risk factors are presented and illustrated to the extent the risks are deemed to be material and specific to the Group, including economic and market risks, business risks, legal and regulatory risks and risks related to the Bonds. The risks presented are by the Company deemed to be material for making a decision to invest in the Bonds. The risk factors are presented in categories where the most material risk factors in a category are presented first under that category. Subsequent risk factors in the same category are not ranked in order of materiality or probability of occurrence. Where a risk factor may be categorized in more than one category, such risk factor appears only once and in the most relevant category for such risk factor.

The manner in which the Company and the Bonds are affected by each risk factor is illustrated by way of an evaluation of the materiality of the relevant risk factor based on the probability of it occurring and the expected magnitude of its negative impact, for the purpose of which the probability is estimated as "low", "medium" or "high" and the magnitude of negative impact if it would occur as "low", "medium" or "high". The most material risk factor in a category is presented first under that category, whereas subsequent risk factors in the same category are not ranked in order of materiality.

RISK FACTORS SPECIFIC AND MATERIAL TO THE COMPANY AND THE GROUP

RISKS RELATED TO MGI'S BUSINESS AND TECHNOLOGY

Fraud software, hacking and/or other unfair activities

Customers of the Group or third parties could attempt to prevent or negatively influence the use of the online, console and mobile games and Media/Online Advertising services offered by the Group by using fraud software, hacking and/or other unfair activities such as distributed denial of service attacks (DDOS) and/or to provide participants with advantages over other users within the scope of the games. Furthermore, user data might be stolen and used without permission as a result of a hacking attack. Furthermore, service lines might fail and the corresponding services may no longer be made available or may be interrupted up to a loss of control over the Group's infrastructure.

Customers or third parties may try to lure users to other websites with fake offers. If more virtual goods are offered in the context of such transactions, this could lead to users no longer or to a lesser extent acquiring their virtual goods via the Group's platforms. This would have a negative impact on business activity. Furthermore, the Group is only in a limited position able to monitor the trading of virtual goods outside its own platforms. Users could also be harmed in such transactions and such intrusions could happen at payment or distribution partners of the Group, which might also harm the Group.

As a provider of online, console and mobile games and platform services, the Group is also exposed to the risk that games distributed on their respective platforms may be illegally copied and offered on other platforms. If games are played on platforms other than those operated by the Group or are played in counterfeit games, the Group cannot guarantee that this can be switched off or prevented with the result that income will be lost.

Substantial program bugs could negatively affect the game experience and therefore lead to a loss of (paying) users or to a loss of payments. Program bugs may also trigger negative game experiences by

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the users and lead to reputation damage. These risks apply to both external and internal game development and can have a negative influence on the net assets, financial position and results of operations of the Group.

The dissemination of counterfeit offers and the illegal copying of the Group's offerings may also result in the reputation of the Group's own platform as well as the games offered suffering and the interest of users in the Group's offers dwindling. As a result, the games offered could become less attractive to users and lose overall interest in the online, console and mobile games and platform services offered by the Group.

The Company assesses the risk to be high.

Changing technologies and customer requirements

The markets for online, console and mobile games and the market for media and mobile advertising are rapidly changing business areas. They are characterised by rapidly changing technologies, new technologies (e.g. virtual reality, augmented reality, block chain and streaming), new hardware or network or software compatibility requirements, frequent introductions of improved or new online, console and mobile games and platform services as well as constantly changing and new customer requirements. The success of the Group therefore depends crucially on, in ample time, identifying new trends and developments, constantly improving existing mobile advertising services and online, console and mobile games as well as platform services, including new games and platform services in the product range, the ability to extend the lifetime of its existing games, adapting to rapidly changing customer requirements and, in particular, attracting and retaining large numbers of paying users, publishers and developers for the platform services. In particular, the Group must be in a position to recognise changing customer wishes and requirements in good time and adapt the games and platform services offered accordingly at short notice and constantly improve, expand and update them with new features in such a way that both paying and non-paying users as well as publishers and developers find it attractive. The Group also depends on the availability of development partners and software developers, their quality and their willingness to further optimise games and platform services in the long term. As the Group currently focuses on licensing new games to be launched and also a substantial part of the portfolio is licensed, the Group thus depends heavily on the availability and quality of external developer resources. As the Group also does the further development of games that already generate revenues in-house; it also depends on the availability of skilled developers.

If the Group is not able to successfully introduce new technologies and/or games and platform services to the market in time or to further optimise the technologies, games and/or platform services already offered and publish successful updates, the competitive position and growth opportunities of the Group would be adversely affected. Moreover, the Group might not sufficiently meet the demands and/or expectations of the Group's customers in the different markets in which the Group operates. The consideration of regional or target group specific characteristics including the different languages represents an additional challenge with regard to the identification and implementation of trends. This requires the use of technical, human and financial resources.

Any delay or prevention of the introduction of improved or new technologies, games and/or platform services into the product offering or their lack or delayed market acceptance as well as any incorrect introduction of technologies would have a negative impact on the Group's business, financial position and results of operations.

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