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5th Planet Games A/S Share Issue/Capital Change 2016

Jun 21, 2016

8162_iss_2016-06-21_5a8755c1-9b49-4e90-a6f0-12fad48d673a.pdf

Share Issue/Capital Change

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Announcement no. 28/2016 Copenhagen, June 21. 2016

Rights issue resolved

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.

On 21 June 2016, the Board of Directors of Hugo Games A/S resolved to conduct a fully underwritten rights issue of NOK 30 million, based on an authorization from the extraordinary general meeting on 20 June 2016.

The key terms for the Rights Issue are set out below:

  • The share capital of the Company will be increased by an issue of a 20,000,000 new shares (the "Offer Shares") at a nominal value of DKK 0.50
  • 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 subscription price is NOK 1.50 per Offer Share
  • Based on the closing price of Hugo Games' share on 21 June 2016 of NOK 2.69, the subscription price implies a discount of approximately 31% compared with the theoretical share price exclusive of the subscription right. As such, the subscription rights are expected to have an economical value.
  • The Rights Issue will result in gross proceeds to the Company of NOK 30 million
  • Provided that the delivery of traded shares is made with ordinary T+2 settlement in the VPS, shares in the Company acquired on or before 22 June 2016 give the right to receive Subscription Rights, whereas shares that are acquired from and including 23 June 2016 will not give the right to receive Subscription Rights
  • The prospectus in relation to the transaction will be published prior to start of the subscription period
  • 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"), subject to a possible extension
  • 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
  • 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 threefold strategy, including expansion of its portfolio and marketing activities as well as its organization.

Further details of the terms of the Rights Issue are included in the prospectus, expected to be published on 24 June 2016. Information related to the Rights Issue will also be made available on www.hugogames.com and www.norne.no.

Norne Securities AS is manager and DELACOUR Advokatpartnerselskab is legal advisory for the transaction.

Copenhagen, 21 June 2016 Hugo Games A/S

Henrik Kølle CEO [email protected]

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