M.O.B.A. Network AB (publ) carries out directed new issues of approximately SEK 110 million to finance the acquisition of Magic Find
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INSIDER INFORMATION: The Board of M.O.B.A. Network AB (publ) ("MOBA Network" or "the Company") has based on the existing mandate granted by the Annual General Meeting held on February 25, 2021, and subject to subsequent approval by the Company's Extraordinary General Meeting, and as stated in the Company's press release earlier today, resolved on directed issues amounting to a total of 535,000 shares at a subscription price of SEK 206 per share, where 170,358 shares are issued within the existing mandate granted by the Annual General Meeting held on February 25, 2021 and where 364,642 shares are issued subject to the subsequent approval of an Extraordinary General Meeting (the "Directed Issues"). The subscription price in the Directed Issues has been determined through an “accelerated bookbuilding” procedure led by ABG Sundal Collier AB (the “Bookbuilding Procedure”). Through the Directed Issues, the Company will receive approximately SEK 110 million before transaction costs.
The Directed Issues
The Board of M.O.B.A. Network notes that the interest in the Bookbuilding Procedure was high and that the offering was strongly oversubscribed by new and existing institutional and professional investors shortly after the publication of the Bookbuilding Procedure. Investors in the Directed Issues include TIN Fonder and Alcur Fonder.
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 of Magic Find Inc. and to finance organic growth and possible future acquisitions. The additional capital contributes to the Company being able to utilize the opportunities for continued profitable growth through acquisitions. 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 acquisition of Magic Find is transformative and an important part of our strategy to grow through acquisitions and offer more attractive platforms for users within our communities. The acquisition is in line with our strategy to broaden our value chain with a strong offering within streaming. We also add a strong team to the M.O.B.A. family that wants to develop their business and add high competence and long experience from YouTube and Twitch ", says Björn Mannerqvist, CEO of M.O.B.A. Network.
The part of the Directed Issues that is resolved within the existing mandate granted by the Annual General Meeting held on February 25, 2021 amounts to 170,358 shares and the part subject to the subsequent approval of an Extraordinary General Meeting amounts to 364,642 shares. The acquisition of Magic Find is not conditional upon the subsequent approval of the General Meeting.
Following the registration of the Directed Issues with the Swedish Companies Registration Office, the total number of shares in the Company will amount to 2,238,582. The Directed Issues entails a dilution of approximately 23.9 percent of the number of shares and votes in the Company, based on the total number of shares in M.O.B.A. Network after the Directed Issues. The share capital will increase by SEK 535,000 from SEK 1,703,582 to SEK 2,238,582.
The Directed Issues are intended to be carried out partly within the existing mandate granted by the Annual General Meeting held on February 25, 2021. The part of the Directed Issues not covered by the granted mandate is subject to the subsequent approval of an Extraordinary General Meeting.
Voting undertakings and share loans
Shareholders corresponding to 53.2 percent of the number of outstanding shares in the Company, including 170,358 newly issued shares that are issued within the existing mandate, 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 8.4 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 61.5 percent.
The part of the Directed Issues that is carried out within the existing mandate granted by the Annual General Meeting held on February 25, 2021 will be subscribed for by ABG Sundal Collier AB at quota value to secure delivery of shares to investors who have subscribed for shares in the part of the Directed Issues carried out within the existing mandate granted by the Annual General Meeting held on February 25, 2021
Two of the Company's major shareholders, New Equity Venture International AB and AB Rugosa Invest, have entered into share loan agreements to ABG Sundal Collier AB in order to enable immediate delivery of shares to investors in the part of the Directed Issues that is resolved subject to the subsequent approval of the Extraordinary General Meeting. ABG Sundal Collier AB will, on behalf of the investors participating in this part of the Directed Issues, due to the share loan, subscribe for the shares issued subject to the subsequent approval of the Extraordinary General Meeting and ensure that the lent shares will be returned immediately after the Directed Issues have been registered with the Swedish Companies Registration Office. No compensation is paid for the share loan.
Extraordinary General Meeting
Notice to the Extraordinary General Meeting will be published separately and contains the Board’s complete proposal regarding the relevant part of the Directed Issues that require the approval of the Extraordinary General Meeting.
ABG Sundal Collier has acted as Sole Bookrunner and the law firm Delphi has acted as legal advisor to the Company 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 of Magic Find.
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 20-05-2021 00:12 CET.
Björn Mannerqvist, VD
FNCA Sweden AB | +46(0)8-528 00 399| email@example.com
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).
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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.
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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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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.
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