AI assistant
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
Open in viewerOpens in your device viewer
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