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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.
Access to the information contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons who wish to have access to the documents contained in this section of the Company’s website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this section of the website, or require registration or approval for any acquisition of securities by them. No such registration or approval has been or will be obtained. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
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I therefore certify that:
Modern Times Group MTG AB (publ) (“MTG”) announced on 17 December 2020 that its board of directors had resolved on a new issue of class B shares with preferential rights for existing shareholders (the “Rights Issue”). The board of directors' resolution on the Rights Issue was approved by the extraordinary general meeting of MTG on 21 January 2021. Through the Rights Issue, a maximum of 28,320,697 class B shares in MTG may be issued at a subscription price of SEK 90 per share. The subscription period ended on 10 February 2021.
The final count of the number of class B shares subscribed for in the Rights Issue is still ongoing. However, preliminary estimates indicate that 27,909,720 class B shares (corresponding to 98.5 per cent of the Rights Issue) have been subscribed for by exercise of subscription rights, and that applications for subscription for 103.2 per cent of the Rights Issue without exercise of subscription rights have been submitted during the subscription period. Accordingly, preliminary estimates indicate that the Rights Issue has been oversubscribed by 101.8 per cent.
MTG expects to announce the final outcome of the Rights Issue tomorrow on 12 February 2021. The announcement will also contain further information regarding allotment, payment and delivery of the class B shares subscribed for in the Rights Issue. A fully subscribed Rights Issue will provide MTG with proceeds of SEK 2,549 million before deduction of transaction costs.
Advisors
ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, Sweden branch and Swedbank AB (publ) are joint global coordinators in connection with the Rights Issue. Gernandt & Danielsson Advokatbyrå and Cleary Gottlieb Steen & Hamilton are legal advisors to MTG in connection with the Rights Issue. Linklaters Advokatbyrå AB is legal advisor to the joint global coordinators in connection with the Rights Issue.
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 below, at 14.15 CET on 11 February 2021.
For more information:
Lars Torstensson, CFO
Direct: +46 (0) 70 273 48 79, lars.torstensson@mtg.com
Follow us: mtg.com / Twitter / LinkedIn
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 (‘MTG A’ and ‘MTG B’).
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 does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in MTG. Invitation to the persons concerned to subscribe for shares in MTG will only be made by means of the prospectus that has been approved and registered by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and published on MTG's website. The prospectus contains, among other things, risk factors and certain selected financial information. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in MTG's prospectus.
This press release is not directed to persons located in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland, the United States or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or 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, Hong Kong, Japan, New Zealand, South Africa, Singapore, Switzerland, the United States or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measures in addition to what is required under Swedish law. 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 additional 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 press release 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(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) are persons falling within Article 49(2)(a) to (d) or (iv) persons to whom this press release may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment or investment activity to which this press release 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 press release or any of its content.
This press release is distributed in any member state of the European Economic Area under Regulation (EU) 2017/1129 (the “Prospectus Regulation”) only to those persons who are qualified investors for the purposes of the Prospectus Regulation in such member state, and such other persons as this press release may be addressed on legal grounds. No person that is not a relevant person or qualified investor may act or rely on this press release or any of its contents.
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 Rights Issue, 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.
