Beyond Frames carries out a directed share issue of approximately SEK 10,2 million
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The board of directors of Beyond Frames Entertainment AB (publ) (“Beyond Frames” or the “Company”) has on 9 January 2025 resolved to issue 1,000,000 new shares at a subscription price of SEK 10.21 per share in a directed share issue to the existing shareholders Magnus Unger and Calyptra AB (the “Directed Issue”). All investors have entered into subscription undertakings. The net proceeds from the Directed Issue will improve the Company’s ability to act on opportunities and supports existing operations, which include the development of a VR game based on the Teenage Mutant Ninja Turtles (“TMNT”) intellectual property.
THE DIRECTED ISSUE
The board of directors of Beyond Frames has on 9 January 2025 resolved, pursuant to the authorization granted by the annual general meeting on 28 June 2024, on the Directed Issue of 1,000,000 new shares at a subscription price of SEK 10.21 per share. Through the Directed Issue, the Company will receive gross proceeds of approximately SEK 10,2 million before transaction related costs. The transaction related costs are limited and consist of costs for legal advice and contracting an issuing agent.
The subscription price is SEK 10.21 per share and corresponds to the volume-weighted average price of the Company's share on Spotlight Stock Market during the period from 17 December 2024 up until 7 January 2025, which represents a premium of approximately 0.59 percent from the closing price on 7 January 2025. The subscription price per new share in the Directed Issue has been determined by the board of directors of the Company following arms-length negotiations with the investors based on the current share price of Beyond Frame’s shares and is therefore, taking into account the feedback from investors that the Company has received, deemed to correspond to the shares’ market value.
The participating investors include the existing shareholders Magnus Unger and Calyptra AB. The participating investors have entered into subscription undertakings.
“We have a strong pipeline of game releases and partnership opportunities between 2024 and 2026. This capital injection supports existing operations in remaining undisrupted.” says Ace St. Germain, CEO for Beyond Frames.
BACKGROUND AND REASONS
As Beyond Frames expands, a multitude of high-potential opportunities in the VR landscape is explored. Due to current resource constraints, the ability to capitalize on all partnerships is limited. With the introduced volatility in the internal cash flow forecast calculations for the Company’s catalog of titles, due to several market factors, the Company has explored a bridge financing to ensure cash flow stability while bringing their future slate of games to market, including TMNT.
The reasons for deviating from the shareholders' preferential rights are as follows. The Company's board of directors has thoroughly evaluated the option of raising capital through a rights issue and determined that, for several reasons, it is more beneficial for both the Company and its shareholders to pursue capital raising through the Directed Issue. The Company's board of directors has, in preparation of the Directed Issue, contacted both already existing shareholders in the Company, who were been selected on objective grounds, and potential institutional investors and has subsequently decided to direct the issue to already existing shareholders to ensure that the Directed Issue could be carried out on swift and favorable terms for the Company. Whereby on the contrary, a rights issue would have involved a significantly longer execution time, increased costs and complexity and an exposure to potential market volatility considering the volatility that has characterized the market during the previous years compared to the Directed Issue.
The proceeds from the Directed Issue will be used to ensure a stable cash flow while capitalizing on high-potential opportunities in the VR-gaming market which the Company expects will benefit the Company's global competitive position in the VR-gaming market.
Considering the above, the board of directors has concluded that the Directed Issue, deviating from the shareholders' preferential rights, is the most advantageous option for the Company’s continued expansion on the global VR-gaming market. Further, the board of directors considers it to be beneficial for the Company’s continued development to take advantage of the opportunity to obtain capital for the Company on favorable terms, which is deemed to be in the best interest of the Company's shareholders.
NUMBER OF SHARES AND SHARE CAPITAL
Through the Directed Issue the number of shares and votes outstanding in the Company will increase by 1,000,000 from 17,544,409 to 18,544,409. The share capital will increase by SEK 50,000 from SEK 877,220.45 to SEK 927,220.45. The Directed Issue will entail a dilution of approximately 5.4 percent based on the number of shares and votes in the Company after the Directed Issue.
Through the Directed Issue, Magnus Unger will subscribe for 500,000 shares and Calyptra AB will subscribe for 500,000 shares. As a result of the Directed Issue, Magnus Unger will hold approximately 16.5 percent of the shares and votes in Beyond Frames and Calyptra AB will hold approximately 8.3 percent1 of the shares and votes in Beyond Frames.
ADVISER
Advokatfirman Delphi has acted as legal adviser to the Company in connection with the Directed Issue.
1In addition, Calyptra AB’s owner Erik Åfors holds an additional 0.1 percent of the shares and votes in the Company through private ownership.
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This disclosure contains information that Beyond Frames is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 09-01-2025 08:00 CET.
For further information, please contact CFO Emma Partin, emma.partin@beyondframes.com or ir@beyondframes.com.
Beyond Frames Entertainment AB
Bondegatan 21
SE-116 33 Stockholm
Webpage: Beyond Frames Entertainment
Email: ir@beyondframes.com
+46(0)708 34 34 85
About Beyond Frames Entertainment
Headquartered in Stockholm, Sweden, Beyond Frames is an XR-focused publisher with its development studios Cortopia, Moon Mode and partner studio Odd Raven. Offering creative and technical consulting, funding, marketing and publishing services, Beyond Frames partners with studios creating amazing XR products such as Ghosts of Tabor (Combat Waffle Studios), Outta Hand (Capricia Productions), ARK and ADE (Castello Inc.), Silhouette (Team Panoptes) and Mixture (Played With Fire), Beyond Frames Entertainment AB (publ) is listed on the Swedish Spotlight Stock Market, ISIN: SE0011614965.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from Beyond Frames nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Directed Issue must be made on the basis of all publicly available information relating to the Company and the Company’s shares.
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 unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, and Switzerland. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the United States, Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, and Switzerland or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations. There will be no public offer of the securities referred to herein in Sweden, the United States or any other jurisdiction.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of the Prospectus Regulation who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, Relevant Persons. Persons who are not Relevant Persons should not take any action on the basis of this press release and should not act or rely on it.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of shares or other securities in the United Kingdom or any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issue. In any EEA Member State, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of the Prospectus Regulation.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is required by law or Spotlight Stock Market rule book for issuers.