Rovio Entertainment Corporation Stock Exchange Release Oct 4, 2017, at 3.30 pm 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.
The ten largest registered shareholders of the Rovio Entertainment Corporation (the "Company") and their shares of ownership after the completion of Initial Public Offering are shown in the table below (source Euroclear Finland Ltd, October 3, 2017).
| Shareholder | Number of Shares | Percentage of Shares and Votes 1 |
| Trema International Holdings B.V. 2 | 28,548,946 | 36.64 % |
| Keskinäinen työeläkevakuutusyhtiö Varma | 2,100,000 | 2.70 % |
| Hed Niklas | 1,996,746 | 2.56 % |
| Silavano Investments S.à r.l 3 | 1,456,325 | 1.87 % |
| Vesterbacka Peter | 1,456,229 | 1.87 % |
| Keskinäinen työeläkevakuutusyhtiö Elo | 1,200,000 | 1.54 % |
| Valtion Eläkerahasto | 1,000,000 | 1.28 % |
| Sijoiturahasto Aktia Capital | 780,000 | 1.00 % |
| SR Danske Invest Suomi Yhteisöosake | 744,000 | 0.95 % |
| Mandatum Henkivakuutusosakeyhtiö | 550,000 | 0.71 % |
| Ten largest registered shareholders, in total | 39,832,246 | 51.12 % |
| Other Shareholders 4 | 38,089,248 | 48.88 % |
| In total | 77,921,494 | 100.0 % |
| 1 The Company has a single series of shares, and each share entitles its holder to one vote in the General Meeting of Shareholders of the Company. 2 The Company received on October 3, 2017 a notification in accordance with the Chapter 9, Section 10 of the Finnish Securities Market Act from Trema International Holdings B.V. ("Trema"), according to which Trema's direct holding of the shares and votes of the Company decreased to 36.64 percent and Trema's holding through financial instruments increased above the threshold of 5 percent on October 2, 2017. The change was due to a share lending agreement signed by Trema, Silavano Investments S.à.r.l ("Silavano") and Danske Bank A/S, Helsinki Branch ("Danske Bank") in connection with the Initial Public Offering of the Company on September 29, 2017 (the "Share Lending Agreement"), according to which Trema has on October 2, 2017 lent 4,638,000 existing shares in the Company to Danske Bank. The registered holdings of Trema, which amounts to 28,548,946 shares, does not include the lent shares. 3 Silavano has according to the Share Lending Agreement on October 2, 2017 lent 900,000 existing shares in the Company to Danske Bank. The registered holdings of Trema, which amounts to 1,456,325 shares, does not include the lent shares. 4 Out of other shareholders, 26,233,557 shares, representing 33.67 percent of shares and votes, are nominee registered. | ||
The ten largest registered shareholders of the Company and their shares of ownership before the Initial Public Offering are shown in the table below.
| Shareholder | Number of Shares | Percentage of Shares and Votes 1 |
| Trema International Holdings B.V. | 51,548,946 | 68.45% |
| Atomico Invest II Limited | 7,456,325 | 9.90% |
| Silavano Investments S.à r.l | 7,456,325 | 9.90% |
| Hed Niklas | 3,246,746 | 4.31% |
| Vesterbacka Peter | 2,356,229 | 3.13% |
| Felicis Ventures II, L.P. | 745,582 | 0.99% |
| Hed Mikael | 482,578 | 0.64% |
| Muotitila Oy | 476,190 | 0.63% |
| Lehtinen Tuomo | 206,141 | 0.27% |
| Virtanen Miika | 206,141 | 0.27% |
| Ten largest registered shareholders, in total | 74,181,203 | 98.50% |
| Other Shareholders | 1,131,595 | 1.50% |
| In total | 75,312,798 | 100.0% |
| 1 The Company has a single series of shares, and each share entitles its holder to one vote in the General Meeting of Shareholders of the Company. | ||
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
Rovio in brief
Rovio is a games-first entertainment company that creates, develops and publishes mobile games and acts as a brand licensor in various entertainment and consumer product categories. The Company is best known for the global Angry Birds brand, which started from a popular mobile game in 2009. Today, the Company offers multiple mobile games, has produced The Angry Birds Movie, which opened number one in theatres in 50 countries, and licenses the Angry Birds brand to consumer products and other entertainment content. Rovio's operations are divided into two business units, Games and Brand Licensing. The Games business unit accounted for 79 percent of Rovio's revenue for the twelve months ended June 30, 2017.
The Company's mobile games have a large user base. Rovio's games had been downloaded more than 3.7 billion times as of the end of June 2017, and they had on average 80 million monthly active users during the second quarter of 2017. The Angry Birds brand is one of the most recognized brands in the world with an average global brand awareness of 97 percent [1] . The Company is headquartered in Finland and has offices in Sweden, the United Kingdom, China and the United States.
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.
[1] Based on a study commissioned by the Company including a 15-minute online survey (including screener). Total sample of 7,500 questionnaires collected from five countries including the United States, the United Kingdom, China, Russia, and Mexico during the period June 27, 2017 - July 14, 2017. Source: Lieberman Research Worldwide.
