As previously announced, 5th Planet Games A/S (“FIVEPG” or the “Company”, OSE ticker code “FIVEPG”) will carry out a rights issue raising gross proceeds of NOK 35 – 45 million through issuance of new shares at a subscription price of NOK 1.00 per share, of which the minimum amount is underwritten (the “Rights Issue”).
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The shareholders of the Company as of 3 July 2020 (as registered in the Norwegian Central Securities Depository (the “VPS”) as at the expiry of 7 July 2020 pursuant to the two days’ settlement procedure (the “Record Date”)) (the “Existing Shareholders”), have been granted tradeable subscription rights (the “Subscription Rights”) in the Rights Issue that, subject to applicable law, provide a right to subscribe for, and be allocated, Offer Shares at the Subscription Price (as set out below).
Each shareholder will be granted approximately 0,73387 Subscription Rights for every existing share as registered in the Norwegian Central Securities Depository (VPS) on 7 July 2020. The number of Subscription Rights granted to each Existing Shareholder will be rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Rights Issue. Oversubscription and subscription without subscription rights will be allowed. The Subscription Rights will be listed and tradable on the Oslo Stock Exchange. Subscription Rights acquired during the trading period for the Subscription Rights carry the same rights as the Subscription Rights held by Existing Shareholders.
Subscription period
The subscription period for the Share Issue will commence tomorrow, 9 July 2020, at 09:00 hours (CEST) and expire on 23 July 2020 at 16:30 hours (CEST) (the “Subscription Period”).
Subscription rights
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CEST) on 9 July 2020 to 16:30 hours (CEST) on 21 July 2020 under the ticker code “FIVEPG T”. The Subscription Rights will hence only be tradable during part of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period, or sold before 16:30 (CEST) on 21 July 2020, will have no value and will lapse without compensation to the holder.
The Subscription Rights will have economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company.
Subscription price
NOK 1.00 per Offer Share.
Subscription procedure
In order to subscribe for Offer Shares, investors need to complete the subscription form, and submit it to Norne Securities AS, e-mail emisjoner@norne.no, by 16:30 hours (CEST) on 23 July 2020. Subject to regulatory restrictions in certain jurisdictions, the Prospectus and the subscription form for the Rights Issue may be downloaded from www.norne.no. A hard copy of the Prospectus and the subscription form may also be ordered by contacting Norne Securities at emisjoner@norne.no
Subscribers who are Norwegian residents who wish to subscribe for Offer Shares are encouraged to do so through the online subscription system available at www.norne.no.
Underwriting
The minimum amount in the Rights Issue is fully underwritten by a consortium of investors in accordance with an underwriting agreement dated 11 June 2020. Pursuant to, and subject to, the terms and conditions set out in the underwriting agreement, the Underwriters have undertaken to guarantee on a pro-rata basis (not jointly) to subscribe for the Offer Shares in the Rights Issue, with a total underwritten amount of NOK 35 million. The underwriting agreement is subject to there having not occurred any termination events as set out in the Prospectus section 5.4.3.
The Offer Shares in the Rights Issue which are not subscribed upon expiration of the subscription period (if any), will thus be subscribed by and allocated to the Underwriters. The Underwriters are entitled to a guarantee fee of 5.0 % of their respective underwriting obligation.
Financial intermediaries / Nominees or similar
If a shareholder held shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will, subject to the terms of the agreement between the shareholder and the financial intermediaries, customarily give the shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each such shareholder with this information in accordance with its usual customer relations procedures. Shareholders who held their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Share Issue.
Listing and commencement of trading in the Offer Shares
The due date for the payment for the Offer Shares will be on or about 28 July 2020. Subject to timely payment of the entire subscription amount in the Rights Issue, delivery of the Offer Shares is expected to take place on or about 3 August 2020. The Offer Shares will be delivered through the facilities of the VPS.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES ANDPOSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE U.S. SECURITIES ACT. ALL OFFERS AND SALES OUTSIDE THE UNITED STATES WILL BE MADE IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.
About 5th Planet Games: About 5th Planet Games: 5th Planet Games is a mobile games developer and publisher located in Copenhagen and Berlin. We cooperate with strong IP´s as the Adventures of Tintin and premium sports brands as Cristiano Ronaldo and Nyjah Huston. We are proud to expand the world of the Vikings TV series, the legendary game Doodle Jump and our own IP Hugo. For more information, see www.5thplanetgames.com or contact CEO Henrik Nielsen +45 27 200 200.
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