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5th Planet Games A/S Share Issue/Capital Change 2017

May 8, 2017

8162_iss_2017-05-08_03688c71-7754-45ed-b817-c8d77d7ce9ca.html

Share Issue/Capital Change

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Approved prospectus and start of subscription period 9 May 2017 No.15/2017

Approved prospectus and start of subscription period 9 May 2017 No.15/2017

Announcement No. 15/2017

Copenhagen, 8. May 2017

Approved prospectus and start of subscription period 8 May 2017

No.15/2017

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.

The Financial Supervisory Authority of Denmark has today approved

the prospectus in connection with the rights issue in Hugo Games

A/S, the main terms and conditions for which were announced on 27

April 2017. 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 Rights Issue of minimum

47,619,048 new shares and maximum 65,500,000 new shares (the "Offer

Shares") at a subscription price of NOK 0.63 per Offer Share. The

minimum amount in the Rights Issue has been underwritten.

Shareholders registered in the Company's shareholder register with

the Norwegian Central Securities Depository (VPS) as of the expiry

of 3 May 2017 (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 approximately 1.3165

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

Based on the closing price of Hugo Games' share on 27 April 2017 of

NOK 0.94, the subscription price implies a discount of approximately

19% compared with the theoretical share price exclusive of the

subscription right. 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 S" and registered in VPS with ISIN DK 006 0831105.

The subscription period will commence at 9 May 2017 09:00 hours CEST

and end on 24 May 2017 at 16:30 hours (CEST), (the "Subscription

Period"). The Subscription Rights will be listed and tradable on the

Oslo Stock Exchange during the same period.

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 24 May 2017 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 the Offer Shares is expected to take place on

or about 1 June 2017 with expected payment on or about 6 June 2017

and delivery and listing of the Offer Shares on or about 12 June

The Rights Issue is fully underwritten with NOK 30 million, out of

which primary insiders have underwritten a total of NOK 16.25

million, out of which CEO Henrik Kølle will subscribe for a minimum

of NOK 6.25 million and underwrite an additional NOK 6.25 million (a

total of NOK 12.5 million).

The proceeds from the Rights Issue will be used to secure capital to

develop the current game pipeline, continue to expand on the sports-

and entertainment portfolio as well as marketing of new games to be

launched.

Norne Securities AS is manager and DELACOUR Advokatpartnerselskab is

legal advisory for the transaction.

Copenhagen

Hugo Games A/S

Henrik Kølle

CEO

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.

For more information about the Licensing agreement and game contact:

CEO in Hugo Games Henrik Kølle: +45 40285054