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Important Information
The materials contained herein are not for general release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States of America, Australia, Japan, Canada or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Access to the information and documents on this portion of the website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you seek to access this restricted information. Your confirmation must be true and accurate.
The information contained in this section of the website of Modern Times Group MTG AB (publ) (the “Company”) is only intended for, and may only be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident and physically present outside the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”), Australia, Canada, or Japan, and resident and physically present in a jurisdiction where to do so will not constitute a violation of the local securities laws or regulations of such jurisdiction, and (b) does not constitute an offer to sell or the solicitation of an offer to buy or acquire any securities of the Company in the United States, Australia, Canada, Japan, or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The securities of the Company referred to in this section of the website (the “Securities”) have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state of the United States for offer or sale as part of their distribution and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful or would require registration or other measures, and therefore may not be offered or sold to or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada, Japan or any other jurisdiction in which it would be unlawful or would require registration or other measures.
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I therefore certify that:
STOCKHOLM, March 24, 2021 – Modern Times Group MTG AB (publ) (“MTG" or the “Company”) announces its intention to carry out a directed issue of new class B shares, in order to raise approximately SEK 1.1 billion by means of an accelerated book building process (the "Share Issue"). MTG has mandated ABG Sundal Collier to evaluate the market conditions for carrying out the Share Issue. The Share Issue is intended to be directed to Swedish and international institutional investors. Atairos, an independent private company focused on supporting growth-oriented businesses with a unique combination of active strategic partnership and long-term capital, has committed to acquire class B shares for up to approximately SEK 550 million in the Share Issue and thereby intends to become a significant shareholder in the Company.
The subscription price and the total number of class B shares to be issued will be determined through an accelerated book building process, which will commence immediately after publication of this announcement. The Share Issue is contingent on a resolution by the MTG Board of Directors, which will be based on the authorisation granted by the extraordinary general meeting on 21 January 2021 and is expected to occur alongside pricing and allocation prior to the commencement of trading on Nasdaq Stockholm at 09.00 CET on 25 March 2021. The Board of Directors may decide to extend or shorten the application period and may, at any time, decide to terminate the book building process and to not carry out the Share Issue. MTG will announce the outcome of the Share Issue after completion of the book building process.
Atairos has committed to acquire class B shares in the Share Issue for up to approximately SEK 550 million at the bookbuilding price, subject to certain terms and conditions. Atairos has expressed strong support for MTG’s focus on organic initiatives in combination with further M&A activities and intends to support MTG in the long-term as a shareholder.
Proceeds received from the Share Issue will primarily be used to finance the acquisition of the New Zeeland based mobile games developer Ninja Kiwi which was first announced to be in negotiation on 14 January 2021. The signing of the acquisition will be communicated in a separate press release which will be published immediately after this press release. Furthermore, the proceeds will be used to enhance the Company’s future financial flexibility. The acquisition of Ninja Kiwi marks an important additional step in the journey to reach further organic and acquisitive growth for MTG and is in line with the company’s overall strategy to further build up a diversified gaming vertical.
The reason for carrying out a directed share issue, and deviating from shareholders’ preferential rights in the Share Issue, is to enable the raising of capital for MTG’s acquisition of Ninja Kiwi and continued expansion in a timely and cost-efficient manner, as well as to further diversify the Company’s shareholder base among Swedish and international institutional investors.
In connection with the Share Issue, the Company has agreed to a lock-up undertaking, with customary exceptions, regarding future share issues for a period of 90 calendar days from the closing of the Share Issue.
Advisors
The accelerated book building process is being led by ABG Sundal Collier as Sole Global Coordinator and Sole Bookrunner. Gernandt & Danielsson is acting as legal advisor to MTG.
For more information:
Lars Torstensson, CFO, EVP Communications & Investor Relations
Direct: +46 (0) 70-273 48 79
E-mail: lars.torstensson@mtg.com
Oliver Carrà, Director of Public Relations
Direct: +46 (0) 70 464 44 44
E-mail: oliver.carra@mtg.com
This information is information that MTG is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 17.30 CET on 24 March 2021.
About MTG
MTG (www.mtg.com) is a strategic and operational investment holding company in esports and gaming entertainment. Born in Sweden, the shares are listed on Nasdaq Stockholm (‘MTGA’ and ‘MTGB’)
About Atairos
Atairos is an independent, private company focused on supporting growth-oriented businesses across a wide range of industries. Atairos provides a unique combination of active strategic partnership and patient long-term capital to high-potential companies and their management teams. Atairos was launched in 2016 and has in excess of $5 billion of equity capital. Atairos has offices in New York City, Philadelphia, and London. For more information, please visit www.atairos.com
Important information
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law. Persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.
This press release is not directed to persons located in Australia, Canada, Japan or the United States or in any other jurisdiction where the offer or sale of new class B shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Canada, Japan or the United States or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require prospectuses, offer documents, registrations or any other measures. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of applicable law.
This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). Any securities mentioned herein have not been and will not be registered under the Securities Act, and no public offering will be made in the United States.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Modern Times Group has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of the United Kingdom version of the EU Prospectus Regulation (2017/1129/ EU) which is part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018) who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Statements in this press release relating to any future status or circumstances, including statements regarding future performance, growth and other trend projections and other effects of the Share Issue or the other matters described herein, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipate”, “believe”, “expect”, “intend”, “plan”, “seek”, “will”, “would” or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that could occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to several factors, many of which are outside MTG’s control. Any forward-looking statements in this press release speak only as of the date on which the statements are made and MTG has no obligation (and undertakes no obligation) to update or revise any of them, whether as a result of new information, future events or otherwise.
