Nitro Games’ prospectus relating to the initial public offering with planned listing on Nasdaq First North Sweden has been published
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Nitro Games Plc (“Nitro Games” or the “Company”) publishes a prospectus in connection with its initial public offering and contemplated listing on Nasdaq First North Sweden. The prospectus will be available on the Company’s website www.nitrogames.com/investors . The subscription period commences on 10 May 2017 at 9:00 Swedish time.
The Offering in short
- The offering consists of a directed issue of EUR 3.2 million before transaction costs (the “Offering”). An additional EUR 0.8 million before transaction costs may be raised in an additional share allotment (the “Additional Share Allotment”).
- The subscription price in the Offering is EUR 4.15 or SEK 40.00, meaning a pre-money valuation of approximately EUR 4.8 million.
- The subscription period will commence on 10 May 2017 at 9:00 Swedish time and is expected to end on 23 May 2017 at 23:59 Swedish time.
- The Company has received subscription undertakings from current shareholders and external investors amounting to approximately EUR 1.9 million (60.00% of the Offering).
- The Company has applied for listing on Nasdaq First North Sweden.
Reasons for the Offering and use of proceeds
After having made the first launches from its new F2P mobile game portfolio with other publishers the Company has decided to move towards a self-publishing model. The Company believes it possesses the right tools to develop and publish its own games going forward. This is based on having an experienced game development team, an own strong F2P strategy game platform with modular design, experience in marketing from deep co-operation with publishers, and a decade of experience from developing games for internationally renown publishers. This requires working capital in the beginning, but in the long run the Company expects to enable much higher profit margins by adapting the self-publishing model.
The Company aims to raise EUR 3.2 million in the Offering. The Company expects to receive net proceeds from the issuance of the Offer Shares of approximately EUR 3.0 million, after deducting estimated offering expenses payable by the Company of approximately EUR 0.2 million. Subscriptions made by means of conversion of loans have not been deducted from such proceeds, which amount to a maximum of EUR 0.9 million. This means that if all the above loans are converted, the net proceeds from the Offering after loan conversions are approximately EUR 2.1 million.
The Company intends to use the net proceeds of the Offering for:
- Repayment of loans (EUR 0.3 million)
- Working capital
- Initial marketing costs for published games
- Outsourced mass development costs
The net proceeds possibly received from the Additional Share Allotment will be used for further marketing costs of games that the Company identifies having potential of receiving a good enough return on investment for.
In connection with the Offering, Nitro Games has applied for the listing of the Company’s shares on First North Sweden. The Company believes the listing will provide increased attention and brand awareness among customers, developers as well as other stakeholders. Additionally, the Company will be able to more easily attract external capital, should it be needed, to support future growth and development.
A prospectus will today be published in connection with the Offering and will be available on the Company’s website www.nitrogames.com/investors and Mangold Fondkommission AB’s website www.mangold.se/emission/NitroGames .
Indicative time schedule
- Subscription period: 10 May – 23 May 2017
- Results of the Offering are announced: 26 May 2017
- Offer shares registered with the Finnish Trade Register: 12 June 2017
- Offer shares delivered to shareholders: 14 June 2017
- First day of trading on Nasdaq First North Sweden: 16 June 2017
Augment Partners AB is acting as financial advisor and Smartius Oy is acting as legal advisor to the Company in the Offering. Augment Partners AB will be the Company’s Certified Adviser under the First North Nordic – Rulebook. Mangold Fondkommission AB is acting as issuer agent.
For more information:
CEO Jussi Tähtinen
Phone: +358 44 388 1071
Nitro Games in brief
Nitro Games is a free-to-play mobile game developer and publisher with a decade of experience in developing games for the mid-core user segment, mostly focusing on the genre of strategy games. The Company focuses on producing games with high production value and high revenue potential for smartphones and tablets. With Nitro Games’ powerful NG Platform and NG MVP-process, the Company is able to do market validation with new game prototypes after only a week of development. Historically, Nitro Games has developed games such as East India Company, Commander: Conquest of the Americas, Pirates of Black Cove and Raids of Glory. www.nitrogames.com
The Company’s Certified Adviser will be Augment Partners AB, tel. +46 8 505 65 172.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore, New Zealand or Japan. The issue of the Offer Shares is subject to specific legal or regulatory restrictions in certain jurisdictions.
The Offer Shares have not been, and are not intended to be, registered under the U.S. Securities Act of 1933, as amended, or under the securities laws of any state of the United States and, accordingly, may not be offered or sold, directly or indirectly, in or into the United States (as defined in Regulation S).
The materials herein do not constitute an offer to issue Offer Shares to anyone in the United States, Canada, Australia, Hong Kong, South Africa, Singapore, New Zealand or Japan or in any other country where it would be prohibited by local laws or other regulations to offer shares to such person.
Neither the Company nor issuer agent Mangold Fondkommission AB assume any responsibility in the event there is a violation by any person of such restrictions.