THQ Nordic completes a directed new share issue of 7,203,250 Class B shares, raising proceeds of approximately SEK 598 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

THQ Nordic AB (“THQ Nordic” or the “Company”) has, based on the authorization given by THQ Nordic’s Annual General Meeting on May 16, 2017, resolved to carry out a directed new share issue of 7,203,250 Class B shares at a subscription price of SEK 83 per share (the “Directed new share issue”). Through the Directed new share issue, THQ Nordic will receive proceeds amounting to approximately SEK 598 million before transaction costs. The subscription price in the Directed new share issue has been determined through a so-called “accelerated book-building” procedure led by Carnegie Investment Bank. Subscribers in the Directed new share issue are a wide range of Swedish and international institutional investors.

The reason for the deviation from the shareholders’ preferential rights are mainly to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital in a time efficient manner. The Company intends to use the proceeds from the Directed new share issue to finance new acquisitions of franchises and game development studios, as well as enable a higher rate of investment in the development of the Company.

The completion of the Directed new share issue results in a dilution of approximately 9.1 per cent through an increase in the number of outstanding shares by 7,203,250 to 79,235,750 (divided into 9,000,000 Class A shares and 70,235,750 Class B shares following the Directed new share issue).

In order to facilitate the delivery of shares to the investors in the Directed new share issue, Lars Wingefors AB will lend 7,203,250 Class B shares to Carnegie Investment Bank. The shares will be returned after the Directed new share issue has been registered with the Swedish Companies Registration Office. In connection with the Directed new share issue, the main owner and CEO Lars Wingefors and CFO Erik Stenberg has entered into a commitment not to sell their shareholdings during a lock-up period of 180 days.[1]

Advisers

Carnegie Investment Bank AB (publ) has been appointed sole bookrunner and lead manager and Baker & McKenzie Advokatbyrå KB acts as legal counsel to the Company in connection with the Directed new share issue.

For additional information, please contact:

Lars Wingefors, Group CEO

Tel: +46 708 471 978

E-mail: lwingefors@thqnordic.com 

About THQ Nordic

THQ Nordic acquires, develops and publishes PC and console games. The company has a wide catalogue of 270 games, including 85 owned franchises, such as Darksiders, Titan Quest, MX vs ATV, Red Faction, Destroy All Humans, Aquanox, ELEX, Jagged Alliance, SpellForce and The Guild. THQ Nordic has a global publishing reach within marketing, sales and distribution, both online and offline. The group’s head office is based in Karlstad, Sweden and its operational office in Vienna, Austria. THQ Nordic employs and contractually collaborates with more than 480 people and has 6 inhouse development studios based in Germany, USA and Sweden. THQ Nordic shares are publicly listed on Nasdaq First North Stockholm under the ticker THQNB:SS with FNCA Sweden AB as its Certified Adviser. For more information, please visit: http://www.thqnordic-investors.com or http://www.thqnordic.com.

This information is information that THQ Nordic is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08.00 CET on September 20, 2017.

Important information

This announcement is not and does not form a part of any offer or solicitation to acquire, subscribe, sell or in any other way trade with shares or other securities in THQ Nordic. This document has not been approved by any regulatory authority and the information is not a prospectus in accordance with the requirements of EU Directive 2003/71 / EC. A prospectus be prepared for the Directed new share issue.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Immunovia does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.


[1] The shares are owned by companies Lars Wingefors AB and Xagonus AB

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