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

Apr 27, 2017

8162_iss_2017-04-27_58e36339-5eeb-4f1c-bdfa-bf0667251de1.html

Share Issue/Capital Change

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Right issue resolved No. 12/2017

Right issue resolved No. 12/2017

Right 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 27 April 2017, the Board of Directors of Hugo Games A/S resolved

to conduct a rights issue of approximately NOK 30-41 million, of

which the minimum amount is underwritten, based on an authorization

from the annual general meeting on 25 April 2017.

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

- The share capital of the Company will be increased by an

issue of minimum 47,619,048 new shares and maximum 65,500,000

million new shares (the "Offer Shares") at a nominal value of DKK

0.50

- 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 28 April 2017 give the right to receive Subscription

Rights, whereas shares that are acquired from and including 2 May

2017 will not give the right to receive Subscription Rights.

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

- The Subscription Rights are expected to be listed and

tradable on the Oslo Stock Exchange. Over-subscription and

subscription without Subscription Rights will be permitted. Existing

Shareholders who do not use their Subscription Rights will

experience a dilution of their shareholding in the Company

- The subscription price will be NOK 0.63 per 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

- Pending approval of the prospectus relating to the Rights

Issue by the Financial Supervisory Authority of Denmark, the

prospectus, together with an announcement on the detailed timeline

of the Rights Issue, will be made public prior to start of the

subscription period, expected primo May 2017

The minimum amount of NOK 30 million in the Rights Issue is fully

underwritten, out of which primary insiders have underwritten a

total of NOK 16.25 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, 27 April 2017

Hugo Games A/S

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