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5th Planet Games A/S — Capital/Financing Update 2016
Jun 23, 2016
8162_iss_2016-06-23_e5ccc1ea-eb26-4e4e-ab25-e84e95cca037.html
Capital/Financing Update
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Approved prospectus and start of subscription period 27 June 2016. NO.33-2016
Approved prospectus and start of subscription period 27 June 2016. NO.33-2016
Approved prospectus and start of subscription period 27 June
2016
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Copenhagen, June 23, 2016 - Hugo Games A/S (OAX: HUGO) a
mobile interactive entertainment developer and publisher of
mobile games is pleased to announce that The Financial
Supervisory Authority of Denmark has approved the prospectus
in connection with the rights issue in Hugo Games A/S, the
terms and conditions for which were announced on 21 June
2016. The prospectus has been passported to Norway and will
be made available at www.hugogames.com and www.norne.no
today.
The prospectus outlines details on the fully underwritten
NOK 30 million Rights Issue of 20,000,000 new shares (the
"Offer Shares") at a subscription price of NOK 1.50 per
Offer Share.
Shareholders registered in the Company's shareholder
register with the Norwegian Central Securities Depository
(VPS) as of the expiry of 24 June 2016 (the "Record Date")
(the "Existing Shareholders") will be granted transferable
subscription rights (the "Subscription Rights") that,
subject to applicable law, provide preferential rights to
subscribe for and be allocated Offer Shares in the Rights
Issue
Each Existing Shareholder will be granted 0,7913224220
Subscription Rights for every 1 share in the Company
registered as held by such Existing Shareholder as of the
expiry of the Record Date. One Subscription Right will give
the right to subscribe for and be allocated one Offer Share
The closing price of Hugo Games before the transaction was
announced 21 June 2016 was NOK 2.69. The theoretical ex-
rights price which takes into account the implicit dilution
of the transaction was NOK 2.16, implying a discount to the
Subscription Price of 31%. As such, the subscription rights
are expected to have an economical value.
Subscription Rights transferred to shareholders registered
in the VPS will be fully tradable and listed on Oslo Axess
with ticker code "HUGO T" and registered in VPS with ISIN
DK0060739050.
The subscription period will commence at 27 June 09:00 hours
CEST and end on 11 July 2016 at 16:30 hours (CEST), (the
"Subscription Period")
The Subscription Rights will be listed and tradable on the
Oslo Stock Exchange under the ticker "HUGO T" from 09:00
hours (CEST) on 27 June 2016 until 16:30 hours (CEST) on 7
July 2016
Existing Shareholders who do not use their Subscription
Rights will experience a dilution of their shareholding in
the Company
Over-subscription and subscription without Subscription
Rights will be permitted
Subscription Rights that are not used to subscribe for Offer
Shares by the expiry of the Subscription Period or that are
not sold before 16:30 hours (CEST) on 7 July 2016 will have
no value and lapse without compensation to the holder
Offer Shares may be subscribed by investors who are not
resident in a jurisdiction where such offering would be
unlawful, or for jurisdictions other than Norway or Denmark
which would require any filing, registration or similar
action. Regarding further restrictions in respect of who may
be allocated or permitted to acquire or exercise
Subscription Rights/subscribe for Offer Shares, reference is
made to the Prospectus.
Expected allocation of shares is expected to take place on
or about 13 July 2016 with expected payment on or about 15
July 2016 and delivery and listing of the new shares on or
about 22 July 2016
The Rights Issue is fully underwritten with NOK 30 million,
out of which primary insiders have underwritten a total of
approx. NOK 16.9 million, including:
- Henrik Kølle (CEO) - NOK 12,500,000
- Bertel Maigaard (Chairman) - NOK 4,000,000
- Peter Ekman (CFO) - NOK 250,000
- Søren K Jensen (COO) - NOK 125,000
The proceeds from the rights issue will be used to secure
capital for the execution of the company's three-fold
strategy, including expansion of its portfolio and marketing
activities as well as its organization.
Norne Securities AS is manager and DELACOUR
Advokatpartnerselskab is legal advisory for the transaction.
Other information
In connection with the Rights Issue, Hugo Games would like
to invite to presentation at the following places:
28 June 2016 - Copenhagen at 17:30 CEST
Charlottehaven
Hjørringgade 10
2100 Copenhagen,
Copenhagen, Denmark
30 June 2016 - Oslo at 12:00 CEST
Offices of Norne Securities AS
Haakon VIIs gate 9
0161 Oslo, Norway
Please note your attendance to [email protected] or see Hugo
Games website: www.hugogames.com for more information and
registration.
Copenhagen, 23 June 2016
Hugo Games A/S
Henrik Kølle
CEO
+45 4028 5054
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 Hugo Games
Hugo Games is a Nordic mobile games publisher and developer
located in Copenhagen. At Hugo Games we are passionate about
games and we are committed to making titles that will engage
and bring genuine joy to people for years. We have a
consistent portfolio of games globally available across a
wide range of platforms including iOS, Android, Windows,
Amazon and Facebook.
More information available at www.hugogames.com