Mobile game company Next Games announces its inten

PRESS RELEASE 27 FEBRUARY 2017, 8.00 am EET

Mobile game company Next Games announces its intention to launch an initial public offering and listing on Nasdaq First North Finland marketplace

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Next Games Oy ("Next Games" or the "Company"), a Finnish mobile game developer and publisher, today announces its intention to proceed with an initial public offering ("IPO") and a listing of its shares on the Nasdaq First North Finland marketplace maintained by Nasdaq Helsinki Ltd.

Next Games is a developer and publisher of mobile games focusing on licensed games. The Company is an industry pioneer in the service-based mobile games that are based on entertainment franchises, such as movies, TV series or books.

Next Games' The Walking Dead: No Man's Land mobile game, which is based on the popular American TV series, has been downloaded 16 million times. The Walking Dead: No Man's Land reached a #1 free download rank in the App Store in the U.S. when it was launched in October 2015. It has since reached the Top-50 grossing list in App Store ranking for iPhone games.

The most significant geographic markets for Next Games are North America and Europe. The Company's games are distributed through the Apple App Store and the Google Play platforms. The Company's games are available to download for free, while players can make cash purchases of in-game virtual items.

Teemu Huuhtanen, CEO of Next Games:

"Next Games has established itself as a major developer and publisher of service-based mobile games. Our investments in The Walking Dead: No Man's Land enabled us to triple our revenue in 2016 and our business became profitable in the second half of the year. Our achievements in 2016 are a testament to the effectiveness of our business model and our experienced team's passion and motivation to make service-based games.

The cornerstone of our strategy is to develop and publish mobile games based on entertainment franchises. The effectiveness of our business model, demonstrated by our track record, forms a foundation for bringing new games to the market. The contemplated IPO plays a key role in supporting Next Games' development to an even stronger mobile game company. The proceeds from the contemplated IPO are intended to be used to support our growth."

The IPO

The contemplated IPO is expected to consist of an approximately EUR 30 million new share issue. New shares are expected to be offered to private individuals and entities in Finland, Next Games' personnel in Finland and institutional investors in Finland and internationally.

The objective of the contemplated IPO is to enable Next Games to implement its growth strategy. The contemplated IPO and listing on the Nasdaq First North Finland -marketplace will also allow Next Games to obtain access to capital markets, broaden its ownership base and increase the liquidity of the shares. Furthermore, the contemplated IPO is expected to strengthen Next Games' recognition and brand awareness among customers, employees, investors and the gaming sector in general, and thus enhance the Company's competitiveness.

The Company expects to use the net proceeds from the contemplated IPO to ensure sufficient own funding for growth investments, including but not limited to: new licensing agreements, development and marketing of new game titles and further development and marketing of The Walking Dead: No Man's Land.

Danske Bank A/S, Helsinki branch is acting as the sole lead manager in the contemplated IPO. Avance Attorneys Ltd is acting as the legal adviser to the Company. Roschier Attorneys Ltd is acting as the legal adviser to the sole lead manager.

Next Games highlights              

• Next Games operates in the mobile gaming market, whose global revenue is estimated to have surpassed other gaming segments in 2016 and which is also estimated to grow strongly in the future.
• The Company believes that its focus on licensed games presents clear advantages: in order to increase their brand value and longevity, IP owners are increasingly extending their franchises to games, especially mobile games. In licensed games, the popularity of the entertainment franchise and existing fan base enable more efficient player acquisition for Next Games.
• In addition to having an experienced management team, the Company has an extensive network within the gaming and entertainment industries. The Company's management believes its strong networks and relationships are an important competitive advantage when competing for game development licenses for major entertainment franchises.
• Next Games has demonstrated its ability to win IP rights for large franchises, and the strong results achieved with The Walking Dead: No Man's Land are a testament of the Company's ability to develop successful licensed games.
• The Company has a very strong player acquisition model supported by the large amount of organic downloads ^[1] as well as an advanced analytical approach to player acquisition and marketing.
• Next Games has shown its ability to create a truly engaging game experience, which commits players to the game and helps the Company maintain a high player retention rate and consequently strong monetisation levels. A focal point of this is the Company's Game-as-a-Service model, which translates into a long-term service-oriented gaming concept.
• The Company has a cloud-based and scalable technology platform, which has proven to be effective and trustworthy in launching and maintaining global operations.
• Next Games' growth strategy comprises new game development, continuous development of The Walking Dead: No Man's Land game, geographical expansion and further development of the advertising revenue model.
• Next Games is currently developing two new games. The Company aims to launch at least one new game per year starting in 2018.

Next Games' key performance indicators

Further enquiries Teemu Huuhtanen, CEO, Next Games Oy, tel. +358 (0)50 461 6661, teemu.huuhtanen@nextgames.com

Saara Bergström, CMO, Next Games Oy, tel. +358 (0)50 483 3896, press@nextgames.com

Press event Next Games will host a press event today, 27 February, at the Helsinki Stock Exchange (Fabianinkatu 14, Helsinki) at 10:00 a.m. EET.

Disclaimer

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan.

These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Next Games Oy (the "Company") does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor Danske Bank A/S, Helsinki Branch ("Danske Bank") assume any responsibility in the event there is a violation by any person of such restrictions.

Danske Bank is acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by Danske Bank and Danske Banks accepts no liability for this information included in this announcement.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

These written materials do not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication 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(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication 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 document or any of its contents.

^[1] Organic downloads = downloads that cannot be directly attributable to Next Games' marketing efforts

^[2] Gross bookings = Revenue adjusted with the change in deferred revenue. The Company defers the revenue generated from virtual durable items to future periods based on the estimated lifetime of the player, item or item group in each game (deferred revenue).

^[3] Audited

^[4] Gross margin = Revenue less purchases and services

^[5] EBITDA = Operating profit (loss) excluding depreciation and amortisation

^[6] Adjusted EBITDA = EBITDA adjusted for changes in deferred revenue and deferred commissions and licenses adjusted for capital gains (-) and losses (+) from non-current assets. The Company defers the commissions and license fees related to gross bookings in proportion to the deferred revenue (deferred commissions and licenses).