COMPANY RELEASE 22 MARCH 2017, 3:30 p.m. EET
Next Games' IPO significantly oversubscribed - Final subscription price EUR 7.90 per share - Trading on Nasdaq First North commences on March 23
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.
The Board of Directors of Next Games Corporation ("Next Games" or "the Company") has today decided on the completion of the initial public offering of Next Games. Trading of Next Games' shares is expected to commence on the Nasdaq First North Finland marketplace maintained by Nasdaq Helsinki Ltd on or about Thursday, 23 March 2017.
The final subscription price in the Offering (as defined below) is EUR 7.90 per Offer Share (as defined below), corresponding to a market capitalisation of approximately EUR 143.5 million immediately following the Offering including Over-Allotment Shares (as defined below).
The demand in the Offering was strong, and the Offering was oversubscribed several times. The Offering drew significant interest from high-quality Finnish and international investors including subscription commitments from Swedbank Robur Fonder AB, certain funds managed by OP Fund Management Company Ltd, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company and certain funds managed by VISIO Varainhoito Oy. Approximately 46 percent of the demand in the public and institutional offering came from institutional investors in Finland, approximately 45 percent from institutional investors internationally and approximately 9 percent from private individuals and entities in Finland.
Next Games CEO, Teemu Huuhtanen comments: "I'm extremely pleased with the reception of our IPO both among the notable institutional investors in Finland and internationally, as well as the general public in Finland and our personnel. We are doing our part in starting a new chapter in the history of the Finnish games industry as the first games company to list publicly in Finland. We are delighted to see the industry grow and mature into a significant business sector in Finland. The IPO gives Next Games the means to continue relentlessly executing our growth strategy, developing new mobile gaming experiences based on the best entertainment IP's in the world. I would like to thank our new investors in participating in our IPO and extend a warm welcome onboard."
Result of the Offering
Next Games will issue 3,807,030 new class A shares in the Company (the "Offer Shares") (the "Offering"), and 569,500 Over-Allotment Shares, corresponding together to approximately 31.7 percent of the total number of the Company's shares outstanding before the Offering. 450,000 shares will be issued to private individuals and entities in Finland (the "Public Offering") and 3,830,916 shares will be allocated to institutional investors in Finland and internationally (the "Institutional Offering"). The Company accepts commitments in the Public Offering in full for up to 100 Offer Shares and circa 3.2 percent of Offer Shares exceeding this amount. After the Offering, Next Games will have over 4,000 shareholders.
In addition, Next Games will issue 95,614 Offer Shares to personnel in a permanent employment relationship with the Company during the subscription period, the members of the Board of Directors and the advisors of the Board of Directors as well as the CEO of the Company (the "Personnel Offering"). The subscription price per share in the Personnel Offering is EUR 7.11 per Offer Share, which is 10 percent lower than the final offer price in the Public Offering. As a result of oversubscription, the Board of Directors of the Company decided to increase the number of the Offer Shares to be offered in the Personnel Offering from the preliminary maximum of 30,000 to 95,614 Offer Shares mentioned above. The commitments given in the Personnel Offering will be accepted in full for up to 7,000 Offer Shares.
The Company will receive gross proceeds of approximately EUR 32.8 million from the Offering including the Over-Allotment Shares that will be issued in full. The total number of the Company's shares will increase to 18,065,760 shares after the Offer Shares offered in the Public Offering and Institutional Offering are registered in the Trade Register on or about 23 March 2017 and to 18,161,374 shares when the Offer Shares offered in the Personnel Offering are registered in the Trade Register on or about 11 April 2017, including the Over-Allotment Shares.
Offer Shares issued in the Public Offering will be recorded in the book-entry accounts of investors who have made an approved commitment on or about the first business day after the pricing, i.e. on or about 23 March 2017. The Offer Shares in the Institutional Offering will be ready to be delivered against payment through Euroclear Finland Ltd on or about 27 March 2017. Offer Shares offered in the Personnel Offering are recorded in the book-entry accounts of investors who have given an approved commitment on or about 11 April 2017.
A confirmation letter regarding the approval of the commitments will be sent as soon as possible and on or about 7 April 2017 at the latest to all investors who have submitted their commitments in the Public Offering via Danske Bank. Investors that have submitted their commitment via Nordnet Bank will see their commitments as well as allocation of the shares on the transaction page of Nordnet Bank's internet service. Investors that have submitted their commitment in the Personnel Offering will receive instructions from Danske Bank on the payment of the shares. The personnel shares shall be paid by bank transfer no later than 3 April 2017.
Any excess payments made in connection with the commitments will be refunded to investors' bank accounts approximately five business days after the pricing, i.e. on or about 29 March 2017. If the investor's bank account is in a different financial institution to the subscription place, the refund will be paid into a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no later than two business days thereafter. If subscription place is Nordnet Bank, the refunded amount is only paid to Nordnet cash account.
On 23 February 2017, the shareholders of the Company decided, conditional on the completion of the Offering, on the conversion of all issued class B and class C shares into class A shares and corresponding amendments to the Articles of Association, as well as to amend the Articles of Association by removing the redemption and consent clauses included therein. As the Board of Directors has today decided to complete the Offering, the preconditions for the entry into force of the aforementioned decisions have been fulfilled. The Board of Directors has decided to notify the conversion of the share classes and the amended Articles of Association for registration with the Trade Register so that the changes will become effective and will be registered prior to commencement of trading of the shares on the Nasdaq First North Finland marketplace maintained by Nasdaq Helsinki Ltd.
The trading of Next Games' shares is expected to commence on the Nasdaq First North Finland marketplace maintained by Nasdaq Helsinki Ltd tomorrow 23 March 2017. The ISIN code of the shares is FI4000233267 and the share trading code is NXTGMS.
In the connection with the Offering, the Company issues, by a directed share issue, at the final offer price, 569,500 class A shares (the "Over-Allotment Shares") according to the terms and conditions of the Offering solely to cover over-allotments. The Company has committed to repurchase class A shares up to an amount corresponding to the amount of Over-Allotment Shares from Danske Bank A/S, Helsinki Branch (the "Lead Manager"), which the Lead Manager may sell at the final offer price to the Company within 30 days from the commencement of the trading of the Company's class A shares on First North, i.e. on or about the time period from 23 March 2017 to 21 April 2017. The Company would acquire class A shares only if the Lead Manager has carried out stabilization measures, and only to the extent that the Lead Manager holds class A shares due to the aforementioned actions. The Over-Allotment Shares represent approximately 3.2 percent of the shares and votes after the Offering and approximately 3.1 percent after the Offer Shares offered in the Personnel Offering are registered in the Trade Register on or about 11 April 2017, including the Over-Allotment Shares.
Danske Bank may, within 30 days of the publication of the final offer price on the Nasdaq First North Finland marketplace, engage in measures that stabilize, maintain or otherwise affect the price of the shares. Any stabilization measures will be conducted in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) as well as in accordance with Commission delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the Council with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.
Danske Bank A/S, Helsinki Branch is acting as the sole lead manager in the IPO and as the certified adviser of the Company in accordance with the First North Nordic Rulebook. Avance Attorneys Ltd is acting as the legal advisor to the Company and Roschier, Attorneys Ltd. is acting as the legal adviser to the sole lead manager.
The Company is correcting the following typos in the English language Offering Circular:
- In the section "Operating and Financial Review" a typo appears on page 98, under "Recent Developments Since the End of the Last Financial Year" in the third bullet, where the figure concerning the annual amortization currently incorrectly reads EUR 1.6 and should read EUR 1.6 million.
- In the "History of the Share Capital and Number of Shares" table on page 119, the number of Class C shares is twice incorrect on the second and third rows (334,726 vs the correct number of 876,026).
Further enquiries
Saara Bergström, CMO, Next Games Oyj, tel. +358 (0)50 483 3896, press@nextgames.com
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 Oyj (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.
