Trophy Games has today signed the deal of acquiring Danish game development company Xombat ApS
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. 5-2021
Copenhagen, April 23, 2021
Today Trophy Games Development A/S (Trophy Games) entered into an agreement with DKSHA ApS to acquire 100% of the shares in Xombat ApS (“Xombat”). Xombat is a Danish game developer company building games for the three major platforms: Facebook, Android, and iOS, including popular titles such as Airline Manager and Shipping Manager. The acquisition is expected to widen Trophy Games’ game portfolio as well strengthen developer resources for future growth.
“Xombat has built a strong portfolio of popular manager games which we at Trophy Games are experienced in developing further in order to build an enjoyable and long-lasting game experience for our players. We look forward to working on both the current titles, Airline Manager and Shipping Manager, as well as introducing new manager games to the market, which we are confident our player base will enjoy”. Søren Gleie, CEO of Trophy Games.
Trophy Games acquires Xombat’s game titles, including software code base, IPR and players. Additionally, founder of Xombat will continue employment at Trophy Games to ensure successful product implementation and future product development for all markets. The transaction will be completed on Monday 26 April 2021.
As the non-disclosed deal consideration paid to DKSHA ApS is partly cash partly shares, the Board of Directors has today decided to increase the share capital of Trophy Games Development by DKK 3,750 nominal value, divided into shares of DKK 0.02 each, equal to 187,500 shares.
The capital increase has been adopted by the Board of Directors pursuant to the authorisation in section 3.2 of Trophy Games Development’s articles of association.
The capital increase corresponds to 0.679 per cent of the share capital in Trophy Games Development. After the capital increase, the share capital of Trophy Games Development amounts to DKK 552,000 nominal value divided into 27,600,000 shares of nominally DKK 0.02 each. Each share carries one vote.
The capital increase was completed without pre-emption rights for Trophy Games Development’s existing shareholders. The new shares have been subscribed for by DKSHA ApS at a price of DKK 8 per share against a contribution in kind of a portion of the shares in Xombat ApS sold to Trophy Games Development. This price corresponds to the price offered to investors in the public offering as announced in company announcement no. 1—2021.
The new shares are ordinary shares with the same rights in every respect as the existing shares in Trophy Games Development and with the right to dividends for the current financial year on equal terms with the existing shares.
The increase of the share capital is expected to be registered with the Danish Business Authority Monday 26 April 2021 or Tuesday 27 April 2021. The new shares are expected to be admitted to trading on Nasdaq First North Growth Market Denmark three trading days after the registration with the Danish Business Authority.
This company announcement has been subject to a delayed disclosure of inside information since 21 April 2021 in order to protect the negotiation interests of Trophy Games.
CONTACT INFORMATION
TROPHY GAMES Development A/S
Søren Gleie, CEO
Office (+45) 7172 7573
E-mail: soren@trophy-games.com
TROPHY GAMES Development A/S
Højbro Pl. 10, DK-1200 Copenhagen, Denmark
Certified Adviser
Grant Thornton
Jesper Skaarup Vestergaard
Mobile (+45) 31 79 90 00
Grant Thornton Stockholmsgade 45 2100 Copenhagen Ø Denmark
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: Soul Arena) 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.
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.