TROPHY GAMES Development A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL
This announcement does not constitute an offering circular, prospectus or other offer documents. No one should purchase or subscribe for any securities in TROPHY GAMES Development A/S ("TROPHY GAMES" or the "Company") except on the basis of information in the company description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark ("First North"), which is available on the Company's website.
Company Announcement No. 1-2021
Copenhagen, April 7, 2021
TROPHY GAMES Development A/S has applied for admission to trading on Nasdaq First North Growth Market Denmark and offers between 5,000,000 and 7,412,500 new shares (the "Offer Shares") of nominally DKK 0.02 each (the "Offering"). TROPHY GAMES Development A/S has published a company description (the "Company Description") in connection with the Offering, which is available on the Company's website.
REASONS FOR THE OFFERING AND USE OF PROCEEDS
TROPHY GAMES intends to list on Nasdaq First North Growth Market to raise capital to further amplify and accelerate the Company’s already strong growth. With the Capital raised through the issuance of the new offer shares, the Company strives to support business operations, new game developments and organizational advancements. The Company aspires to utilize the raised capital for multiple strategic initiatives that will exponentially grow the business as well as increase the market share that the Company possesses. The strategic initiatives include acquisitions of competing games and game studios, new game developments, investments into existing game titles, investments into data science and AI, establishment of game incubator at new office location, as well as increased liquidity for user acquisitions.
FINANCIAL EXPECTATIONS
TROPHY GAMES has historically generated high revenue growth rates and grew revenue between 2019 and 2020 by 54,6% from DKK 19.9m to 30.8m. Since initial investment in 2006 by the existing shareholders, the company has been self-financed which has resulted in steady but slightly impaired growth rates. By use of proceeds gained through the initial public offering, the revenue of TROPHY GAMES is expected to expand at a CAGR of 54% in the period 2019 through 2023. The majority of the expected revenue expansion in 2021, 2022 and 2023 can be accredited to the pipeline games that will be released in 2021, two additional games in 2023, as well as strategic acquisitions of game titles. EBITDA in 2020 was DKK 5.5m which is expected to have expanded to 26.1m by 2023.
ABOUT TROPHY GAMES
TROPHY GAMES is an innovative, Denmark-based game studio that develops and publishes mobile and PC games. The Company develops and publishes games with strategy and management challenges and predominantly focuses on football-themed games. Recently, the Company has ventured into additional game genres and the suite of games to be released in 2021 include an esports manager title and an auto battler title.
Since its official inception in 2006, the Company has developed and released five different games: (i) Trophy Manager (released 2006), (ii) Football Management Ultra (released 2013), (iii) Pro 11 – Football Manager Game (released 2017), (iv) Women’s Soccer Manager (WSM) – Football Management (released 2017), and (v) Futuball – Future Football Manager Game (released 2019). Furthermore, the Company has announced its release of a sixth (FIVE) and seventh (Warhammer AoS auto-chess) game in 2021. All games are released in +20 different languages to ensure broad global user accessibility.
With the vision of becoming the world’s leading strategy game studio, the Company has throughout the years strived to provide endless entertainment and challenging gameplay for all users, following its mission; “we create games, we want to play ourselves”.
Since its inception, the Company has developed exponentially and has grown significantly in both staffing, game portfolio and number of users, and naturally revenue.
Currently, the Company employs 23 employees, which includes 15 developers and four marketing employees.
SUMMARY OF THE OFFERING
- The expected gross proceeds for the Company are between DKK 40 million and DKK 59.3 million before transaction costs.
- The Offering consists of between 5,000,000 and 7,412,500 new Offer Shares of nominally DKK 0.02 each.
- The offer price is DKK 8 per share of nominally DKK 0.02.
- The pre-money valuation of TROPHY GAMES Development A/S before the Offering is DKK 160 million.
- The offer period runs from April 7, 2021, 9:00 a.m. CET, to April 20, 2021, 23:59 p.m. CET.
- Publication of the result of the Offering is expected to take place on April 22, 2021 and the first trading day is expected to be April 27, 2021.
- The number of existing shares of nominally DKK 0.02 before the issuance of the Offer Shares is 20,000,000.
- Between 75% and 50,6% of the offer of between DKK 40 million and 59.3 million has been pre-subscribed before the offer period begins. Total pre-subscriptions amount to DKK 30 million (3,750,000 shares).
- In connection with the Offering, all Existing Shareholders of Existing Shares before the Offering have agreed to enter into lock-up agreements, obligating the Existing Shareholders to not sell, offer for sale, enter into any agreement regarding the sale of, pledge or in any other way directly or indirectly transfer the Existing Shares or votes in the Company without the prior written consent of Grant Thornton acting as Certified Adviser in the Offering. The Lock-Up obligation applies from first day of trading and for a period of 360 calendar days. Three minor exemptions to Lock-Up have been installed. Please refer to Company Description “16.14 Lock-Up Agreements” for full overview of Lock-Up agreement and exemptions.
SUBMISSION OF SUBSCRIPTION ORDERS
The Offer Shares can be subscribed for by submitting an electronic subscription order via the investor's own accountholding bank or by submitting a subscription form to the investor's own account-holding bank. The subscription form is available on the Company’s website and included in the Company Description also available on the Company's website. The minimum subscription is 475 Offer Shares corresponding to DKK 3,800 per subscription order.
Publication of the results of the offer is expected to take place on April 22, 2021.
COMPANY DESCRIPTION
The Company Description containing further information on TROPHY GAMES, investor brochure, and one-pager are available on TROPHY GAMES website https://trophy-games.com/investor. The Company Description is also available as a link at the bottom of this announcement.
ISIN CODE AND SYMBOL
The Company has one share class.
The Offer Shares will be delivered electronically against payment under temporary ISIN code DK0061537123 to investors’ accounts with VP Securities A/S.
The temporary ISIN will not be admitted to trading on Nasdaq First North Growth Market Denmark. The temporary ISIN code will be merged with the permanent ISIN code, DK0061537206, which is expected on April 26, 2021. The shares of TROPHY GAMES Development A/S will be traded under the ticker symbol "TGAMES".
ADMISSION TO TRADING
The Offer Shares and the existing shares of TROPHY GAMES are conditionally approved for admission to trading on Nasdaq First North Growth Market Denmark, subject to completion of the Offering and fulfillment of Nasdaq First North Growth Market's requirements for shareholder distribution and free float. The first trading day for the shares on Nasdaq First North Growth Market Denmark is expected to be April 27, 2021.
PLACEMENT
Grant Thornton acts as financial adviser and Certified Adviser in connection with the offering. Nordea Danmark, filial af Nordea Bank Abp, Finland acts as a settlement and issuing agent. Nordnet acts as selling agent in Denmark.
CONTACT INFORMATION
TROPHY GAMES Development A/S
Søren Gleie, CEO
Office (+45) 71 72 75 73
E-mail: soren@trophy-games.com
TROPHY GAMES Development A/S
Højbro Pl. 10, 1200 Copenhagen, Denmark
Certified Adviser
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton Stockholmsgade 45 2100 Copenhagen Ø, Denmark
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by TROPHY GAMES Development A/S in any jurisdiction where such offer or sale would be unlawful and the announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions, including but not limited to, the United States, Australia, Canada or Japan.
This announcement does not constitute an offering circular, prospectus or other offer document and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in TROPHY GAMES Development A/S except on the basis of information in the company description published by the Company in connection with the offering and admission of such securities to trading on Nasdaq First North Growth Market Denmark ("First North"), which is available on the Company's website.
Neither the existing shares of TROPHY GAMES Development A/S nor the Offer Shares have been, or will be, registered under the United States Securities Act of 1933, as amended (“Securities Act”). Neither the existing shares nor the Offer Shares may be offered or sold, directly or indirectly, in or into the United States or to persons residing there. Moreover, the Offering is not made to persons resident in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, Switzerland, or Singapore or to persons whose participation would require the publication up of a prospectus, registration or other measures. Any application to subscribe for the Offer Shares in violation of these restrictions may be void. Persons who receive copies of this announcement are required to inform themselves about, and comply with, such restrictions. Any failure to comply with the restrictions described may result in a violation of securities regulations.
Certain statements in this announcement constitute forward-looking statements. Forward-looking statements are statements (other than statements of historical fact) relating to future events and the Company's anticipated or planned financial and operational performance. The words "targets", "believes", "expects", "aims", "intends", "plans", "seeks", "will", "may", "might", "anticipates", "would", "could", "should", "continues", "estimates" or similar expressions or the negative forms thereof, identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. The Company has based these forward-looking statements on its current views with respect to future events and financial performance. By their nature, forward-looking statements are based on certain assumptions and projections on future events and financial performance, which involve a number of risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results are likely to differ from those set forth in the forward-looking statements. Any forward-looking statements speak only as at the date of this document and neither the Company nor any of its respective affiliates, directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not and may not rely on these forward-looking statements.