M.O.B.A. Network AB (publ) carries out directed new issues of approximately SEK 110 million to finance the acquisition of Magic Find
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
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.
Advisors
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.
Stockholm 2020-05-20
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
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, where such offer would be considered illegal. In a member state within the European Economic Area (“EEA”), this announcement is directed only to a qualified investor in that member state as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).
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.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed Issues. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information regarding the Company and its industry. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
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 Nasdaq First North Growth Market’s rule book for issuers.
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.