Wicket Gaming carries out, subject to approval by the Extraordinary General Meeting, a directed share issue of a maximum of SEK 10 million

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• Wicket Gaming AB has decided to carry out a directed share issue of a maximum of 12,500,000 shares. The subscription price is 0.80 SEK.
• The new share issue is conditional upon the Extraordinary General Meeting resolving to reduce the share's quotient value to SEK 0.80 through a reduction of the share capital and amendment of the Articles of Association.
• The new share issue is resolved to a part of the Board of Directors with the support of authorization. In addition, it is proposed that the Extraordinary General Meeting resolve on a new share issue directed to the Board of Directors and company management.
• An Extraordinary General Meeting will be held on September 4, 2023.
• Upon full subscription, the rights issue amounts to SEK 10 million and is so far secured to an amount of approximately SEK 7.5 million.
• The new share issue is carried out to improve the equity/assets ratio and working capital base and thereby enable the Company to accelerate the development of the games King Royale and Cricket Manager and to secure new business in the Company's German subsidiary in the vertical EdTech.   

CEO comments

"It's been a strange year; Operational activities have performed well, while financial operations and the stock market price have performed poorly. In addition to the tough financial climate, this can in our case be explained by the meagre outcome of the rights issue at the beginning of the year, which meant that we could not pay debts to the extent we expected. The purpose of this new share issue is therefore to clear the balance sheet, but also to make offensive investments, especially in our game King Royale and our German EdTech business. I look forward to the second half of the year with great confidence", says Wicket Gaming CEO Eric De Basso.

About the Share Issue

The Board of Directors of Wicket Gaming AB (publ) ("Wicket Gaming" or the "Company") has, subject to a resolution by the Extraordinary General Meeting, resolved to carry out a directed cash issue of a total of not more than 12,500,000 shares at a subscription price of SEK 0.80 per share (the "Share Issue"). Upon full subscription of the Share Issue, Wicket Gaming will receive SEK 10 million.

The new share issue is carried out in two parts. One part, a maximum of 11,250,000 shares, has been resolved by the Board of Directors with the support of authorization. In the second instalment, a maximum of 1,250,000 shares, the Board of Directors proposes that the Extraordinary General Meeting resolve on a directed issue to Board members and management.

The issue price of SEK 0.80 requires that the Extraordinary General Meeting resolves to amend the Articles of Association and reduce the share capital, whereby the quota value of the share is reduced from SEK 1 to SEK 0.80 (see further below).

The volume-weighted average price for the Company's shares on Spotlight Stock Market during the last 10 trading days prior to the Share Issue was approximately SEK 0.77. The closing price the day before the Share Issue was SEK 0.76. The issue price is thus slightly above the share price in relation to both the closing price the day before the issue decision and the weighted average price during the ten days before the issue decision. The Board of Directors therefore considers that the issue price is on market terms, see further below.

The rights issue has so far been secured through subscriptions and subscription commitments in the amount of approximately SEK 7.5 million. Those who have subscribed are a group of investors and creditors who subscribe with payment by set-off. The circle that subscribes is mainly not shareholders. The largest drawings have been made by Jinderman & Partners and Stefan Käll. As part of the Share Issue, the Extraordinary General Meeting is proposed to resolve on a directed share issue of a total of 1,250,000 shares to Chairman Erik Nerpin and CEO/Board member Eric De Basso. The latter part of the Share Issue will constitute a separate decision item on the agenda of the Extraordinary General Meeting, for which a special qualified majority is required in accordance with the so-called Lex Leo (Chapter 16 of the Swedish Companies Act).

Through the Share Issue, the Company receives up to SEK 10 million. The issue costs are not expected to exceed SEK 0.5 million.

The proceeds from the Share Issue will be used to improve the equity/assets ratio and working capital base and thereby enable the Company to accelerate the development of the games King Royale and Cricket Manager and to secure new business in the Company's German subsidiary in the vertical EdTech.   

The proposal for the part of the Share Issue relating to the Board of Directors and management as well as the proposal for reduction of the share capital with related amendments to the Articles of Association will be presented at the Extraordinary General Meeting to be held on September 4, 2023. The part of the Share Issue resolved by the Board of Directors on the basis of authorization also requires that the Extraordinary General Meeting resolves on a reduction of the share capital.

Reasons for the issue structure

The new share issue is carried out without preferential rights for the shareholders. The Board of Directors has investigated the conditions and carefully considered the possibility of making a rights issue instead.

Chairman Erik Nerpin comments: "In order to secure capital in a rights issue, it is usually required that the issue price is significantly lower than the current share price, especially if the company wants the issue guaranteed. A heavily discounted rights issue would, in addition to of course being to the detriment of existing shareholders who are unable to participate, mean that the necessary measure to reduce the share capital for the Share Issue would be significantly hampered. The reduction of the share capital would also entail a much more extended timetable than for a normal rights issue, since in order to carry out the reduction of the share capital, a general meeting with a four-week notice period is required. This would complicate implementation. Another strong reason for the chosen issue structure is that Wicket Gaming's loan agreement with Formue Nord stipulates that the entire loan matures if Wicket Gaming makes a rights issue. Although we consider our relationship with Formue Nord to be good, we cannot put ourselves in such a negotiating position."

In view of the above, the Board of Directors has made the assessment that the structure of the Share Issue is the most advantageous alternative for the Company and thus in the best interest of the existing shareholders.

Change in number of shares

The number of shares in Wicket Gaming before the Share Issue amounts to 16,647,109. Through the Share Issue, the number of shares will increase by up to 12,500,000. Upon full subscription, the Share Issue entails a dilution for existing shareholders of approximately 43 percent of the number of shares and votes in the Company, calculated as the maximum number of shares in the Share Issue divided by the total number of shares in the Company after the Share Issue.

Reduction of share capital

The Board of Directors proposes that the Extraordinary General Meeting resolves to reduce the company's share capital by SEK 3,329,421.80. The reduction shall be carried out without cancellation of shares by reducing the quotient value of the share from one (1) SEK to 0.80 SEK. The reduction amount shall be used for allocation to unrestricted equity to be used in accordance with a decision by the Extraordinary General Meeting. The reduction is carried out in order to reduce the quota value of the shares and thereby enable the Share Issue. After the reduction, the company's share capital will amount to SEK 12,485,331.75 divided into 16,647,109 shares (before the Share Issue), each share with a quotient value of SEK 0.80.

The decision to reduce the share capital can be implemented without obtaining the Swedish Companies Registration Office's permission, provided that at least 4,161,778 shares (corresponding to issue proceeds of SEK 3,329,422.40) are subscribed for in the Share Issue. In such a case, the share capital increases by SEK 3,329,422.40, which means that neither the Company's restricted equity nor share capital decreases.

Extraordinary General Meeting

The Extraordinary General Meeting will be held on 4 September 2023 in Stockholm. Notice of the Extraordinary General Meeting will be published by means of a separate press release in close connection with this press release. The agenda will include proposals for amendments to the Articles of Association, reduction of share capital, resolution on approval of the Board of Directors' resolution on a new share issue and a proposal for a new share issue in the part of the Share Issue that is proposed to be subscribed for by management. In the latter part of the Share Issue, a special qualified majority is required in accordance with the so-called Lex Leo (Chapter 16 of the Swedish Companies Act). In addition, it is proposed that a new Board member be elected, see below.

Expansion of the Board of Directors

Wicket Gaming's Board of Directors currently consists of three members - Erik Nerpin (Chairman), Eric De Basso and Benn Harradine. Spotlight Stock Market's regulations stipulate that the Board of Directors shall consist of at least four members and Wicket Gaming has therefore applied for and received an exemption.

The Extraordinary General Meeting will propose the election of Christopher Lagerqvist Nerpin to the Board of Directors. Christopher Lagerqvist Nerpin is currently studying at the Stockholm School of Economics. He is the son of Chairman Erik Nerpin. 

For further information

Eric de Basso, CEO

E-mail: eric@wicketgaming.com

Phone: +46 70 780 52 00

Erik Nerpin, Chairman of the Board

E-post: erik.nerpin@advokatnerpin.com

Phone: +46 70 620 73 59

About Wicket Gaming AB

Wicket Gaming is a Swedish gaming and digital education company consisting of two verticals, gaming and EdTech. Within the vertical Games, the business concept is based on developing and distributing free-to-play ("F2P") games within mobile games for Android and iOS. Within EdTech, the company focuses on developing products in genres such as game-based learning and Serious Games, it is in these areas that Wicket Gaming has identified the greatest synergies between the company's two verticals.

For more information, please consult the Wicket Gaming website www.wicketgaming.com.

This information is information that Wicket Gaming AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was provided under the auspices of the above contact person (CEO), for publication on 2023-08-01 at 08:30 CET.

Important information

The publication, publication or distribution of this press release may be subject to restrictions in certain jurisdictions. Recipients of this press release in the jurisdictions in which this press release has been published, published or distributed should inform themselves about and comply with such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to acquire or subscribe for any securities in Wicket Gaming in any jurisdiction. Any invitation to the persons concerned to participate in the Rights Issue will only be made through the prospectus that the Company intends to publish in connection with the Rights Issue.

This press release does not constitute an offer or invitation to buy 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 U.S. Securities Act of 1933, as amended. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States. Canada, United Kingdom, Australia, Japan, New Zealand, South Africa, South Korea, Hong Kong or any other jurisdiction in which such release, publication or distribution of this information would be contrary to applicable laws and regulations.

This press release contains certain forward-looking statements that reflect the Company's current views on future events and financial and operational development. Words such as "intend", "estimate", "expect", "may", "plan", "believe", "estimate" and other expressions that imply indications or predictions of future developments or trends, and which are not based on historical facts, constitute forward-looking information. By their nature, forward-looking statements involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking information is not a guarantee of future performance or development, and actual results may differ materially from those expressed in forward-looking information.