M.O.B.A. Network AB (publ) announces its intention to carry out directed share issues of approximately SEK 110 million as part of the financing of the acquisition of Magic Find
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INSIDER INFORMATION: M.O.B.A. Network AB (publ) ("MOBA Network" or "the Company") has mandated ABG Sundal Collier AB to evaluate the market conditions for carrying out directed issues of approximately SEK 110 million (the "Directed Issues") through a so-called "accelerated bookbuilding" procedure that will be initiated immediately (the “Bookbuilding Procedure”) The Directed Issues will be carried out as part of the financing of the acquisition of Magic Find Inc. (the “Acquisition”) that the Company announced earlier today and to finance organic growth and possible future acquisitions.
The Directed Issues
The subscription price in the Directed Issues will be determined through the Bookbuilding Procedure, which will commence immediately today May 19, 2021 and end before trading starts on Nasdaq First North Growth Market on May 20, 2021. The Company will announce the outcome of the Directed Issues through a press release when the Bookbuilding procedure has been completed. The bookbuilding procedure may, on the Company Board’s discretion, be shortened or extended and may be terminated at any time.
The purpose of the Directed Issues and the reason for deviating from the shareholders' preferential right is to raise capital in a time- and cost-effective manner in order to finance the Acquisition and to finance organic growth and possible future acquisitions. For further information regarding the Acquisition, see the separate press release titled "M.O.B.A. Network enters into an agreement to acquire the company Magic Find - a leading player within gaming streaming on YouTube and owner of a number of well-known gaming communities" which was announced earlier today. By determining the subscription price in the Directed Issues through a Bookbuilding procedure, the Board's assessment is that the subscription price is set in accordance with market practice.
The Directed Issues are, among other things, subject to approval by the Board of M.O.B.A. Network and conducted partly within M.O.B.A. Networks' existing mandate granted by the Annual General Meeting held on February 25, 2021, partly outside the current mandate and thus subject to the approval of an Extraordinary General Meeting. If the Board decides to carry out the Directed Issues, a notice to an Extraordinary General Meeting will be published which will contain a proposal to approve the issuance of shares outside the mandate granted by the Annual General Meeting on February 25, 2021. The notice to the Extraordinary General Meeting is expected to be published in connection with the publication of the outcome of the Bookbuilding procedure. Shareholders corresponding to 58.5 percent of the number of outstanding shares in the Company have undertaken to vote in favour of the Board's decision to issue the part of the Directed Issues that exceed the mandate authorized by the Annual General Meeting on February 25, 2021. Shareholders corresponding to an additional 9.2 percent of the outstanding shares in the Company have informed their intention to vote in favour of an approval which implies that the total number of shares that has undertaken or informed intention in favour of the Directed Issues amount to 67.7 percent. The Acquisition is not conditional on the subsequent approval of the Annual General Meeting.
Advisors
ABG Sundal Collier AB has been appointed Sole Bookrunner and the law firm Delphi has been appointed as legal advisor in connection with the Directed Issues.
ABG Sundal Collier and KPMG have acted as financial advisors and the law firm Delphi and Westerlund Law have acted as legal advisers in connection with the Acquisition.
This disclosure contains information that M.O.B.A Network AB 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 19-05-2021 17:32 CET.
Stockholm 2021-05-19
Björn Mannerqvist, VD
Mail: info@wearemoba.com
Web: https://wearemoba.com
Certified Adviser
FNCA Sweden AB | +46(0)8-528 00 399| info@fnca.se
M.O.B.A Network AB runs several global online communities for gaming - and esportfans. The Company's community brands includes the worlds largest League of Legends strategy community, MOBAFire.com, Counterstats, Leaguespy, RuneterraFire & SMITEFire.com (SMITE).
Important information
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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 (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. 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 Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, the United States 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.
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” 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 (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 press release is not a prospectus for the purposes of the Prospectus Regulation and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Issues.
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 Issues must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by ABG Sundal Collier AB. ABG Sundal Collier AB is acting for the Company in connection with the Directed Issues and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Directed Issues or any other matter referred to herein.
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Forward-looking statements
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Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in the Company have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in the Company may decline and investors could lose all or part of their investment; the shares in the Company offer no guaranteed income and no capital protection; and an investment in the shares in the Company is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Issues. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG Sundal Collier AB will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in the Company.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in the Company and determining appropriate distribution channels.