NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
MAG Interactive AB (publ) (”MAG Interactive” or the “Company”) today announces the outcome of the initial public offering and the listing of its shares on Nasdaq First North Premier (the “Offering”). The Offering attracted very strong interest from institutional investors as well as the general public in Sweden.
Daniel Hasselberg, CEO and co-founder of MAG Interactive:
”We are very pleased about the strong interest in MAG Interactive demonstrated by the public and institutional investors during the listing process. The strong demand from both Nordic and international investors confirms our belief in our strategy, our offering as well as our potential. This is an important milestone for us, and we welcome all new owners to the continuation of MAG Interactive’s journey.”
The Offering in brief
- The final price in the Offering was set to SEK 44 per share, which implies a market value for MAG Interactive, after completion of the Offering, of approximately SEK 1,158 million.
- The Offering comprised 11,345,461 shares, of which 4,545,454 new shares were issued by the Company. The remaining 6,800,007 existing shares were offered by shareholders in MAG Interactive (the “Selling Shareholders”). The Offering of new shares will provide MAG Interactive with gross proceeds of approximately SEK 200 million and net proceeds of approximately SEK 184 million.
- In order to cover any over-allotment in connection with the Offering, the Selling Shareholders have granted the Global Coordinator and Bookrunner (as defined below), an option to purchase up to 1,701,819 additional existing shares (the “Over-Allotment Option”), corresponding to up to 15 per cent of the number of shares in the Offering.
- The Offering encompasses approximately 43.1 per cent of the total number of shares in the Company, following completion of the Offering. Assuming that the Over-allotment option is exercised in full, the Offering will encompass 49.6 per cent of the total number of shares in the Company, following completion of the Offering.
- If the Over-allotment option is exercised in full, the value of the Offering will amount to approximately SEK 574 million.
- Through the Offering, the Cornerstone Investors – Didner & Gerge Fonder AB, Handelsbanken Fonder AB, RAM ONE AB, Chalex through Chalex i Göteborg AB and Swedbank Robur Fonder AB (together the “Cornerstone Investors”) – have acquired shares in line with their commitments of SEK 230 million, corresponding to approximately 19.9 per cent of the number of shares in the Company following completion of the Offering, assuming a full exercise of the Over-Allotment Option.
- Immediately following the completion of the Offering, and assuming that the Over-Allotment Option is exercised in full, MAG Interactive’s largest shareholders will include Playful Days AB (10.7%), NMO Invest AB (10.7%), Swedbank Robur Fonder AB (8.6%), Didner & Gerge Fonder AB (6.5%), Johan Persson (4.9%), Anders Larsson (4.9%), Handelsbanken Fonder AB (4.7%) och Fredrik Stenh (4.4%).
- Trading in the shares of MAG Interactive on Nasdaq First North Premier commences today 8 December 2017 under the ticker “MAGI” and settlement will take place on 12 December 2017.
Danske Bank is acting as Global Coordinator and Bookrunner (“Global Coordinator and Bookrunner”). Roschier is legal advisor to the Company and Hamilton is legal advisor to the Global Coordinator and Bookrunner.
This announcement contain inside information pursuant to Article 7 of the EU Market Abuse Regulation relating to MAG Interactive AB (publ). The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CET on 8 December 2017.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). A prospectus prepared pursuant to the Prospectus Directive will be published, which, when published, can be obtained from the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.
In any EEA Member State other than Sweden that has implemented the Prospectus Directive, this communication is only addressed to and is only directed to investors in that Member States who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of the Prospectus Directive, i.e., only to investors who can participate in the Offering without an approved prospectus in such EEA Member State.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
This announcement contains certain financial measures that are not defined under International Financial Reporting Standards (“IFRS”), including certain measures such as “Game Contribution”, “Game Contribution margin”, “EBITDA,” “EBITDA marrgin”, “Free cash flow” and “Cash conversion” which are referred to as “non-IFRS financial measures”. These non-IFRS financial measures supplement the IFRS financial measures and should not be considered an alternative to the IFRS financial measures. Non-IFRS financial measures have certain limitations as analytical tools and they should not be considered in isolation or as substitutes for analysis of results reported under IFRS.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believes”, “aims”, “deems”, “targets”, “estimates”, “anticipates”, “expects”, “assumes”, “forecasts”, “intends”, “could”, “will”, “should”, “would”, “according to estimates”, “is of the opinion”, “may”, “plans”, “continue”, “potential”, “predicts”, “projects”, “to the knowledge of” and similar expressions. This applies in particular to statements referring to future results, financial position, cash flow, plans and expectations for the Company’s business and management, future growth and profitability and general economic and regulatory environment and other circumstances which affect the Company. Forward-looking statements are based upon various estimates and assumptions, many of which are based, in turn, upon further assumptions, such as no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies, accounting treatments and tax policies), which, individually or in the aggregate, would be material to the results of operations of the Company or its ability to operate its businesses. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors, which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied by such forward-looking statements.
Potential investors should not place undue reliance on the forward-looking statements herein and are strongly advised to read the detailed description of factors that have an effect on the Company’s business and the market in which the Company operates, which will be included in the prospectus.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
In connection with the Offering or sale of securities referred to herein, the Global Coordinator and Bookrunner may over allot securities/conduct stabilization or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. The stabilizing measures aimed at supporting the share price may be performed from the first day of trading in the shares on Nasdaq First North Premier, and for a maximum subsequent period of 30 calendar days. These stabilizing transactions can be carried out at a price not exceeding the price set in the Offer, and can be made on Nasdaq First North Premier, the OTC-market or otherwise.
The stabilizing measures may result in the market price of the shares reaching a level which is not sustainable in the long term and which exceeds the price that would otherwise prevail in the market. The fact that stabilizing measures may be carried out does not mean that these measures will necessarily be carried out. Further, stabilizing measures that have been initiated may be discontinued at any time. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, the Global Coordinator and Bookrunner shall disclose that the stabilisation transactions have been undertaken in accordance with Article 5(4) in EU's Market Abuse Regulation 596/2014. Within one week of the end of the stabilisation period, the Global Coordinator and Bookrunner will make public whether or not stabilisation was undertaken, the date on which stabilisation commenced, the date on which stabilisation last occurred, and the price range within which stabilisation was carried out, for each of the dates during which stabilisation transactions were carried out. Any stabilization action or over-allotment will be conducted by the Global Coordinator and Bookrunner in accordance with all applicable laws and rules.
For further information, please contact:
Daniel Hasselberg, CEO / [email protected]
Magnus Wiklander, CFO / [email protected]
http://maginteractive.com/ / +46 8 644 35 40
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