Stillfront explores the conditions for conducting a directed share issue
NOT FOR DISTRIBUTION IN THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
Stillfront Group AB (publ) (“Stillfront” or "Company”) intends to raise proceeds through a directed share issue to provide the Company further financial strength and flexibility to be able to act swiftly on potential future acquisitions and growth opportunities. In light of this, Stillfront has appointed Nordea Bank Abp, filial i Sverige and Joh. Berenberg, Gossler & Co. KG as Joint Global Coordinators and Joint Bookrunners, and Swedbank AB (publ) as Joint Bookrunner (jointly, the "Managers"), in connection with the Directed Share Issue of approximately SEK 1,000 million in gross proceeds (the “Directed Share Issue”) through an accelerated bookbuilding procedure, (the “Bookbuilding”).
“Following the successful acquisitions of Storm8 and Candywriter we still see good opportunities ahead. The directed share issue enables us, in a time and cost-effective manner, to act on more opportunities, accelerate Stillfront´s growth and thereby create value for all shareholders”, comments Jörgen Larsson, CEO of Stillfront.
The Directed Share Issue
The reasons for the deviation from the shareholders’ preferential rights are mainly to diversify the shareholder base among Swedish and international institutional and other qualified investors as well as to raise capital in a time and cost-efficient manner. The subscription price of the shares in the Directed Share Issue will be determined through the Bookbuilding procedure, which will begin immediately after publication of this press release and is expected to end before the commencement of trading on Nasdaq First North Premier Growth Market on 17 June 2020. The board of directors of the Company can at any time choose to cancel the Bookbuilding, close earlier or later and refrain from executing the Directed Share Issue, in part or in full.
The Directed Share Issue is, among other things, subject to a resolution by the board of directors of Stillfront to issue new shares, within the limit of the board of directors’ existing authorization to issue shares granted by the Annual General Meeting in the Company held on 14 May 2020.
In connection with the Directed Share Issue, the Company has undertaken, with certain exceptions including share issues to finance M&A transactions, not to issue additional shares for a period of 90 calendar days after the settlement date.
Nordea Bank Abp, filial i Sverige and Joh. Berenberg, Gossler & Co. KG act as Joint Global Coordinators and Joint Bookrunners. Swedbank AB (publ) acts as Joint Bookrunner. DLA Piper acts as legal adviser to the Company. Baker McKenzie acts as legal adviser to the Managers in connection with the Directed Share Issue.
For additional information, please contact:
Jörgen Larsson, CEO, Stillfront Group
Phone: +46 70 321 18 00
Andreas Uddman, CFO, Stillfront Group
Phone: +46 70 080 78 46
This information is information that Stillfront Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at [•:•] CEST on 16 June 2020.
Stillfront is a leading free-to-play powerhouse of gaming studios. Our diverse and exciting games portfolio has two common themes; loyal users and long lifecycle games. Organic growth and carefully selected and executed acquisitions embody our growth strategy and our +750 co-workers thrive in an organization that engenders the spirit of entrepreneurship. Our main markets are the US, Germany, MENA, France and UK. We are headquartered in Stockholm, Sweden and the Company is listed on Nasdaq First North Premier. For further information, please visit: stillfront.com.
FNCA, Phone: +46 8 528 00 399 E-mail: email@example.com
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced or distributed, should 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 Stillfront in any jurisdiction, neither from Stillfront nor from someone else.
This press release 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 Share Issue 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 the Managers. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. The Managers are acting for the Company in connection with the transaction 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 transaction or any other matter referred to herein.
This press release does not constitute a recommendation concerning any investor’s option with respect to the Directed Share Issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
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 (the "Securities Act"), as amended, 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, Canada, Japan, Hong Kong, 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.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Stillfront 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 Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In Switzerland, this press release is only addressed to and is directed to professional clients within the meaning of the Swiss Financial Services Act ("FinSA") and the shares will not be admitted to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. This press release does not constitute a prospectus pursuant to the FinSA, and no such prospectus has been or will be prepared for or in connection with the Directed Share Issue due to available exemptions.
In the United Kingdom, this press release 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.