Stillfront successfully completes a directed share issue of 1,558,441 new shares and raises proceeds of SEK 1,200 million to strengthen future financial flexibility

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Press release
Stockholm 2020-06-17

Stillfront Group AB (publ) (“Stillfront” or the “Company”) hereby announces that the Company has completed the book building procedure in the Directed Share Issue which was communicated in a press release yesterday, and raises approximately SEK 1,200 million in gross proceeds.

The Directed Share Issue
The board of directors of Stillfront has by authorisation granted by the Annual General Meeting held on 14 May 2020 resolved on a directed share issue to Swedish and international institutional and other qualified investors of 1,558,441 new shares at a price of SEK 770.0 per share (the “Directed Share Issue”). Stillfront raised proceeds through the 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. 

The subscription price corresponds to a discount of 1.4 percent to the closing price of SEK 781.0 on 16 June 2020 and a premium of 7.8 percent versus the volume weighted average price the latest 10 trading days. The board of directors’ assessment is that the subscription price in the Directed Share Issue is in accordance with market conditions since it has been determined through the bookbuilding procedure led by 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 as "Managers").

The board of directors of Stillfront concludes that the interest in the Directed Share Issue was strong as it was significantly oversubscribed shortly after the announcement yesterday by both new as well as current reputable Swedish and international institutional and other qualified investors.

Jörgen Larsson, CEO, comments: “We are very pleased with the response from new investors as well as from existing shareholders. Our ambition is to continue developing Stillfront to a leading free-to-play powerhouse of gaming studios and we see this as an acknowledgment that investors believe in our growth agenda.”

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.

After the registration of the Directed Share Issue with the Swedish Companies Registration Office, the total number of shares in the Company will amount to 34,143,708. The Directed Share Issue entails a dilution of approximately 4.6 percent of the number of shares and votes in the Company, based on the total number of shares in Stillfront after the Directed Share Issue. The share capital of the Company will increase by SEK 1,090,908.70 from SEK 22,809,686.90 to SEK 23,900,595.60. 

Settlement and lock-up undertakings
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.

Furthermore, in order to facilitate the delivery of shares to the investors in the Directed Share Issue on or about 22 June 2020, Nordea Bank Abp, filial i Sverige will subscribe for the total amount of shares in the Directed Share Issue, on behalf of the investors. 

Advisers
Nordea Bank Abp, filial i Sverige and Joh. Berenberg, Gossler & Co. KG acted as Joint Global Coordinators and Joint Bookrunners. Swedbank AB (publ) acted as Joint Bookrunner. DLA Piper acted as legal adviser to the Company and Baker McKenzie acted 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 
E-mail: jorgen@stillfront.com 

Andreas Uddman, CFO, Stillfront Group 
Phone: +46 70 080 78 46 
E-mail: andreas@stillfront.com 

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 02:30 CEST on 17 June 2020.

About Stillfront
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 Growth Market. For further information, please visit: stillfront.com.

 

Certified Adviser: 

FNCA, Phone: +46 8 528 00 399 E-mail: info@fnca.se 

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 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.