Stillfront Group AB: Stillfront resolves on new share issue in kind in advance of the acquisition of eRepublik Labs
June 20, 2017
Stillfront resolves on new share issue in kind in advance of the acquisition of eRepublik Labs
Stillfront Group AB (publ) ("Stillfront") today announces that the board of directors, pursuant to authorization granted by the annual general meeting on 19 May 2017, which was registered with the Swedish Companies Registration Office on 24 May 2017, has resolved on an issue in kind of not more than 441,233 new shares in Stillfront. The resolution has been adopted pursuant to the share purchase agreement which Stillfront has entered into regarding its acquisition of 100% of the shares in eRepublik Labs. Limited ("eRepublik" or the "Company"), which has previously been announced through a press release on 30 May 2017. The right to subscribe for the shares is, pursuant to the share purchase agreement and the board resolution, only offered to the sellers of eRepublik, i.e. Alexis Bonte, Gergat Trading Limited (owned by Alain Bonte), funds managed by IDinvest Partners SA and a number of minority shareholders, jointly referred to as the "Sellers". Payment of the new issued shares shall be made by way of the Sellers' contribution in kind of all shares in eRepublik.
The completion of the new share issue is dependent on that the contribution in kind of the shares in the Company is made to Stillfront in connection with the closing of the acquisition which is expected to occur around 27 June 2017. The acquisition is conditional upon there not appearing or occurring any event or circumstance that has or is reasonably likely to have a material negative impact on the Company's and its subsidiary's or Stillfront's consolidated revenues (where a material negative impact means that the Company's and its subsidiary's or Stillfront's consolidated revenues decrease by at least 25% compared to the budget for Q1 2017) between the date of the acquisition agreement and the date of completion of the acquisition.
Upon completion of the acquisition, EUR 7,500,000 will according to the share purchase agreement be paid to the Sellers, of which EUR 4,050,000 is payable in cash and the remaining EUR 3,450,000 is payable in 441,233 newly issued shares in Stillfront, which the board of directors of Stillfront has now resolved upon. The number of newly issued shares in Stillfront has been based upon the average price per share in Stillfront at Nasdaq First North during the 30 calendar days preceding 29 May 2017 which was SEK 75.72 and the average exchange rate for the corresponding period where 1 EUR corresponds to SEK 9.68.
Through the new share issue, Stillfront's share capital will increase by SEK 308,863.10 to SEK 4,497,505.60. The number of shares will following the new share issue be 6,425,008. The dilution effect of the new share issue is therefore approximately 6.87%.
FOR ADDITIONAL INFORMATION, PLEASE CONTACT:
Jörgen Larsson, CEO, Stillfront
Phone: +46 70 321 18 00
Sten Wranne, CFO, Stillfront
Tel: +46 70 585 12 58
Stillfront is an independent creator, publisher and distributor of digital games - with a vision to become one of Europe's leading indie game creators and publishers. Stillfront operates through seven near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta, Simutronics in the US, Babil Games in the UAE and Jordan and eRepublik Labs in Ireland and Romania. Stillfront's games are distributed globally. The main markets are France, UK, Germany, the United States and MENA. For further information, please visit www.stillfront.com.
Stillfront's portfolio includes games across multiple platforms. Unravel, developed by Coldwood in collaboration with Electronic Arts, won 20+ awards at E3 and gamescom and was released in February 2016. Supremacy 1914 and Call of War are high-immersion war strategy games developed by Bytro Labs. ManagerZone is a sports management strategy game launched in 2001. DragonRealms and Gemstone IV are so called MUD-games with a very loyal player base. Lara Croft Relic Run(TM) is a popular mobile game developed by Simutronics. Tank Storm and Admiral are mobile strategy games with very strong player bases, which are published by Babil Games. World at War is a successful mobile strategy game developed and published by eRepublik Labs.
Nasdaq First North Ticker Symbol: SF
Certified Adviser: Avanza Bank, phone +46 8 4094 2120
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 22.15 CEST on 20 June 2017.