THE BOARD OF DIRECORS OF SCOUT GAMING GROUP HAS RESOLVED TO CARRY OUT A DIRECTED SHARE ISSUE

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, SOUTH KOREA OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR SUBJECT TO LEGAL RESTRICTIONS. PLEASE SEE IMPORTANT INFORMATION BELOW.

The board of directors of Scout Gaming Group AB (publ) (“Scout”) has today resolved to carry out a directed share issue by way of cash payment of approximately MSEK 54 to a number of Swedish and international investors (the “Directed Share Issue”). The subscription price in the Directed Share Issue is SEK 27 per share, which corresponds to the closing price of the Company’s share on Nasdaq First North Growth Market as of today.
 

The Directed Share Issue has been resolved pursuant to the authorization granted by the annual general meeting on 21 May 2021 and comprises a maximum of approximately 2.0 million shares at a subscription price of SEK 27 per share which gives a total issue proceeds of approximately MSEK 54 before issue expenses. The number of shares in the Company will through the Directed Share Issue increase from 20,536,654 shares to 22,520,047 shares, entailing a dilution of approximately 8.8 percent of the number of shares and votes in the Company.

Ellerston Capital Limited, Topline Capital Partners LP, Lupus alpha Investment GmbH, SPSW Capital GmbH, Scobie Ward (SWIM Capital), Knutsson Holdings AB and Provobis Holding AB are entitled to subscribe in the Directed Share Issue. The Company has received subscription commitments from all of the subscribers.

The reason to carry out a new share issue is to strengthen the Company's financial position, strengthen the Company’s product portfolio and for continued geographical expansion. In the light of the foregoing, the board of directors has made the assessment that it is in the Company’s and the shareholders interest to conduct a share issue with deviation from the shareholders’ preferential rights.

“It is a pleasure to be able to expand the institutional owner base further and to have continued support from major existing shareholders, on terms favorable for the company. The capital injection will enable us to continue our strategy in establishing the European fantasy sports market”, says Scout Gaming's CEO, Andreas Ternström.

In connection with the Directed Share Issue the Company has engaged ABG Sundal Collier as financial advisor and Advokatfirman Delphi has legal advisor.

This constitutes information that Scout Gaming Group (publ) is legally obliged to publish under the EU’s Market Abuse Regulation. The information was released for publication, through the agency of the contact persons above, on 1 July 2021 at 21.45 p.m. CEST.

For additional information, please contact:
Andreas Ternström, CEO
Tel: +46 706 770 660
E-mail: andreas.ternstrom@scoutgaminggroup.com

Billy Degerfeldt, CFO & Investor Relations
Tel: +46 707 581 668
E-mail: billy.degerfeldt@scoutgaminggroup.com.

About Scout Gaming Group
Scout Gaming Group AB (publ) is a licensed and regulated provider of B2B Daily Fantasy Sports. The company offers a flexible and customizable network-based Fantasy Sports solution with support for most sports and leagues through an in-house StatCenter which also provides real-time information to players. Local sports can be provided on request. The Group is headquartered in Stockholm, Sweden with development and operations in Bergen, Norway and Lviv, Ukraine. Sales, support and product management is handled from the office in Malta. Scout Gaming Group AB (publ) is listed on Nasdaq First North Growth Market and the Certified Adviser is Redeye AB. Contact details: Certifiedadviser@redeye.se, +46 (0)8 121 576 90.

Important information

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in Scout Gaming Group AB (publ) in any jurisdiction, from Scout Gaming Group AB (publ), ABG Sundal Collier AB or any other entity. The information in this press release will not and may not be copied, published or distributed, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, Switzerland, South Korea, the United States or in any other jurisdiction where such distribution would be illegal or would be subject to registration other measures. 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 to acquire securities in the United States. The securities referenced here have not and will not be registered in accordance with the Securities Act of 1933 (“Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from registration, or unless they are part to a transaction which is not subject to registration from the Securities Act. There will be no public offering in the United States to acquire the shares referenced here.

This press release does not constitute a recommendation for any investors’ decision regarding the rights issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Previously achieved results do not provide guidance for future results.

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 Scout Gaming Group AB (publ) 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 Scout Gaming Group AB (publ) may decline and investors could lose all or part of their investment; the shares in Scout Gaming Group AB (publ) offer no guaranteed income and no capital protection; and an investment in the shares in Scout Gaming Group AB (publ) 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 Share Issue.

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 Scout Gaming Group AB (publ).

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Scout Gaming Group AB (publ) and determining appropriate distribution channels.