Stock Exchange Release September 21, 2017, at 9:00 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Rovio Entertainment Corporation (the "Company") has today submitted a listing application to Nasdaq Helsinki Ltd ("Nasdaq Helsinki") for the listing of the Company's shares first on the prelist and then on the official list of Nasdaq Helsinki under the trading code "ROVIO". Trading in the Company's shares is expected to commence on the prelist of Nasdaq Helsinki on or about September 29, 2017 and on the official list of Nasdaq Helsinki on or about October 3, 2017.
The Finnish language prospectus, which was approved by the Finnish Financial Supervisory Authority on September 15, 2017, and the English language translation of the Finnish language prospectus that contains Swedish and Danish language translations of the summary (together, the "Offering Documents") are available on the Company's website, www.rovio.com . The Finnish language prospectus is also available on the websites www.danskebank.fi/issues , www.op.fi/merkinta and www.nordnet.fi/rovio . The English language translation of the Finnish language prospectus that contains Swedish and Danish language translations of the summary is available at the websites www.nordnet.se and www.nordnet.dk . In addition, printed copies of the Offering Documents are available at the headquarters of the Company at Keilaranta 7, FI-02150 Espoo, as well as at the offices of Danske Bank and at the service point of Nasdaq Helsinki at Fabianinkatu 14, FI-00100 Helsinki. Printed copies of the Finnish language prospectus are available at the branch offices of cooperative banks belonging to the OP Financial Group.
Additional information
Rovio communications, tel. +358 40 485 8985, comms@rovio.com
Rauno Heinonen, SVP, Corporate Communications and Investor Relations, tel. +358 40 861 9345, rauno.heinonen@rovio.com
DISCLAIMER
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States. 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. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended.
The issue, exercise or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
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 offering document prepared 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, Sweden and Denmark. With respect to each Member State of the European Economic Area other than Finland, Sweden and Denmark 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 in that Member State by any measure implementing the Prospectus Directive in that 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.
This communication does not constitute an offer of the securities to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. 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") or (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.
Forward-looking statements
Certain statements in this communication are not historical facts and are "forward-looking statements". Forward-looking statements include statements concerning our plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, the Company's competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, its business strategy and the anticipated trends in the industries and the political and legal environment in which it operates and other information that is not historical information, such as revenue growth, EBITDA growth, operating leverage and cost savings, investments, the contemplated Offering and listing, future cash flow generation, operating profit margin, operating capital expenditure, ratio of net debt and EBITDA, revenue, and operating results. In some instances, they can be identified by the use of forward-looking terminology, including the terms "believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology.
Forward-looking statements in this communication are based on various assumptions, many of which in turn are based on assumptions. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this release. Save as required by law, the Company, the joint global coordinators and the joint bookrunners do not intend and do not assume any obligation, to update or correct any forward-looking statement contained herein.
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