Starbreeze modifies convertible bond terms to increase financial transparency
The parties have agreed to substitute certain bond terms with the issuance of separate warrants for subscription. As a result, the number of shares that will be issued remains the same for the same situations, as will the interest, maturity and other previously agreed terms.
The changes will impact Starbreeze’s accounting from the second quarter 2016 as the full value of the converted bond under the new agreement won’t have to be re-assessed to market value each quarter. Further details will be set out in the upcoming Q2 report due on August 25, 2016.
Technically, two clauses that may potentially lead to an additional number of shares upon conversion of the bond will be deleted from the current bond terms and replaced with new warrants for subscription, potentially entitling to the same amount of additional shares, and against the same combined paid-up capital. The two clauses refer to the situation if the current stock price (“Volume Weighted Average Price” or “VWAP”) at conversion is between SEK 9.35 and 13.49, and to the conversion discount in case of change-of-control. In total, warrants representing up to 12,146,871 shares will be issued, which may only be exercised at conversion of the convertible bond in order to match any lower number of shares under the streamlined convertible.
The amendment to the current convertible bond terms and conditions and issuance of the new warrants are being resolved upon by the Board under the Annual General Meeting’s issuance authority. This means that approximately 4.7 percentage points of the current 10 per cent standing authority mandate from the AGM will be utilised. This utilisation will not create any additional dilution relative to today, and are of purely technical nature. Therefore, the Board intends to seek a renewed 10 per cent issuance authority from an Extra General Meeting to be called.
“As a growth company, Starbreeze is continuously considering its financing options. The Board has concluded that this bond restructuring will make our financial position easier to explain, ultimately facilitating future co-operations and financing,” said Chairman Michael Hjorth.
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For more information, please contact:Maeva Sponbergs, EVP of Communication and Head of Investor Relations, Starbreeze AB Tel: +46(0)8-209 208, email: ir@starbreeze.com
About Starbreeze:
Starbreeze is an independent creator, publisher and distributor of high quality entertainment products. With studios in Stockholm, Paris and Los Angeles, the company creates games and other virtual reality entertainment products, based on proprietary design and licensed content. Starbreeze's most recent games include PAYDAY 2, the adrenaline fueled bank robbing co-op game and the upcoming John Wick VR shooter and survival co-op FPS OVERKILL’s The Walking Dead.
Starbreeze has set out to develop truly immersive virtual reality experiences, by integrating software and hardware in its StarVR head mounted display, to be produced together with Acer, displaying a unique field of vision and a mission to bring top-end VR to large audiences. Starbreeze launched StarVR with a VR-experience at the Electronic Entertainment Expo (E3) in June 2015, gained by teaming up with French Infinite Eye. In January 2016, Starbreeze unveiled the StarCade initiative; centers that invites people to immerse themselves into premium VR experiences. The first cinematic VR experience “Cockatoo Spritz” directed by Stephane Barbato, premiered at the 69th Cannes Film Festival 2016.
Headquartered in Stockholm, Sweden, Starbreeze's shares are listed on Nasdaq Stockholm First North Premier under the tickers STAR A and STAR B with the ISIN-codes SE0007158928 (A-share) and SE0005992831 (B-share). Remium Nordic is the company's Certified Adviser. For more information, please visit http://www.starbreeze.com, http://www.starvr.com, http://www.overkillsoftware.com
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