Jumpgate AB announces outcome of the rights issue and decides on a directed share issue to guarantors
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The subscription period for Jumpgate AB's ("Jumpgate" or the "Company") rights issue with preferential rights for the Company's existing shareholders (the "Rights Issue"), which was decided by the board on May 9, 2024, ended on June 5, 2024. The subscription summary shows that a total of 173 536 106 shares, corresponding to approximately 36,4 percent of the Rights Issue with and without the support of subscription rights, were subscribed for. As a result, guarantee commitments for 302 928 520 shares will be utilized, corresponding to approximately 63,6 percent of the Rights Issue. Through the Rights Issue, Jumpgate will receive approximately SEK 28,6 million before issue costs. Furthermore, the board, based on the authorization from the extraordinary general meeting on June 27, 2023, has decided on a directed rights issue of 57 289 748 shares to guarantors in the Rights Issue as compensation for their guarantee commitments (the "Directed Rights Issue"). The subscription price in the Directed Rights Issue is set at SEK 0,06 per share.
Harald Riegler, CEO for Jumpgate
We are pleased with the outcome of the rights issue, given the market climate, and we are grateful for the support from both existing and new shareholders, who enable us to execute our plan. On the operations side, we can report continued progress in our business development efforts, where we are exploring several projects with major industry partners, feeling confident in being able to report new deals and partnerships in the near future. The investments into building our business development pipeline, where we have strongly increased our presence at all major international trade shows and conferences, are starting to bear fruit. In order to amplify our North American presence, we have also been partnering with Canada-based Rocketride Games, a major agency for video games run by a group of industry veterans with a large international network.
In addition, the successful sale of Tivola’s mobile games’ portfolio has allowed us to reduce our debt substantially, providing an immediate positive effect of reduced capital costs. While we still have work in front of us, the entire Jumpgate team is feeling positive about the remainder of 2024 and beyond.
Outcome of the Rights Issue
The subscription period for the Rights Issue ended on June 5, 2024. In the Rights Issue, 476 464 626 newly issued shares were offered at a subscription price of SEK 0,06 per share. The final outcome shows that 169 487 109 shares, corresponding to approximately 35,6 percent of the Rights Issue, were subscribed for with the support of subscription rights. Additionally, 4 048 997 shares, corresponding to approximately 0,8 percent, were subscribed for without the support of subscription rights. Consequently, guarantee commitments for 302 928 520 shares will be utilized, corresponding to approximately 63,6 percent of the Rights Issue. Jumpgate will thus receive approximately SEK 28,6 million before issue costs.
Notifications of allocation of shares subscribed for without subscription rights are expected to be sent to those allocated shares via settlement note on June 12, 2024. Shareholders who have their shares nominee-registered will receive allocation notifications in accordance with the respective nominee's procedures. Allocation of shares subscribed for without subscription rights has been carried out in accordance with the principles stated in the memorandum published on May 22, 2024.
Trading with BTA
Trading with paid subscribed shares ("BTA") will take place on NGM Nordic SME until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to occur during week 26 of 2024.
Directed Share Issue
In connection with the Rights Issue, as outlined in the memorandum published on May 22, 2024, a number of existing shareholders and external investors (the "Guarantors") have provided guarantee commitments amounting to approximately SEK 22,1 million, corresponding to approximately 77,3 percent of the Rights Issue. The guarantee commitments consist of a base guarantee of SEK 16,4 million, corresponding to approximately 57,3 percent of the Rights Issue (the "Base Guarantee"), and a top guarantee of approximately SEK 5,7 million, corresponding to approximately 20 percent of the Rights Issue (the "Top Guarantee"). For the Base Guarantee and Top Guarantee, compensation of fourteen (14) and twenty (20) percent of the guaranteed amount, respectively, will be paid. According to the guarantee agreements, the Company will pay the guarantee compensation through a directed share issue. Based on this, the board has decided on the Directed Share Issue of
51 572 172 shares to the Guarantors. No cash compensation has been paid for the provided guarantee commitments in the Rights Issue.
The reason for the deviation from the shareholders' preferential rights in the Directed Share Issue is to fulfill the Company's contractual obligation to the Guarantors. The board considers it advantageous for the Company's financial position to take the opportunity to pay the guarantee compensation in the form of newly issued shares instead of cash payment.
The decision on the Directed Share Issue has been made based on the authorization from the extraordinary general meeting on June 27, 2023. The subscription price for shares issued through the Directed Share Issue has, in accordance with the guarantee agreements, been set at SEK 0,06 per share. The subscription price has been determined through arm's length negotiations between the Company and the Guarantors. The board has assessed that the terms have been determined in such a way as to ensure market fairness and that they reflect prevailing market conditions. Payment in the Directed Share Issue will be made by offsetting the Guarantors' respective claims for guarantee compensation against the Company.
Total increase in the number of shares and share capital
Through the Rights Issue and the Directed Rights Issue, the share capital increases by a total of 14 699 472,52844860 SEK, from 13 254 269,99 SEK to 27 953 742,51844860 SEK, through the new issuance of a total of 533 754 374 shares. This means that the total number of shares increases from
476 464 626 to 1 015 031 819 shares, corresponding to a total dilution of approximately 52,6 percent of the share capital and the number of votes.
Advisors
Nordicap Corporate Finance AB (www.nordicap.se) is a financial advisor to Jumpgate in connection with the Rights Issue and the Conversion Issue. Aqurat Fondkommission AB (www.aqurat.se) is issue institute.
Important Information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in Jumpgate in any jurisdiction, either from Jumpgate or from anyone else. This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 ("the Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. An information memorandum will be prepared by the Company and published on the Company's website.
There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
Forward-looking statements
This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or NGM Nordic SME's rules for issuers.
Potential investors should not put undue faith in the forward looking information herein, and potential investors are strongly encouraged to read the parts of the information memorandum including a more detailed description of factors that may impact the Company's activities and the market where the Company operates.