Preliminary price range for Next Games' planned IPO 7.50 - 7.90 euros
(Thomson Reuters ONE) -
PRESS RELEASE 10 March 2017, 8.00 am EET
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Finnish mobile game developer and publisher Next Games Oyj ("Next Games" or the
"Company") announces the preliminary price range for its planned initial public
offering. The preliminary price range is EUR 7.50 - 7.90 per share and the
implied market capitalization based on the preliminary price range is EUR 138 -
143 million. The Company has received subscription commitments from Swedbank
Robur Fonder AB, certain funds managed by OP Fund Management Company LTD,
Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance
Company, certain funds managed by VISIO Varainhoito Oy and AMC Networks Ventures
LLC.
The Company announced on 27 February 2017 that it was planning an IPO on the
Nasdaq First North Finland market place ("Nasdaq First North") maintained by
Nasdaq Helsinki Ltd. The subscription period for the IPO commences on Monday 13
March 2017 at 10:00 EET. Trading is expected to begin on Nasdaq First North on
or about 24 March 2017 and the shares will trade under the share trading code
NXTGMS.
Teemu Huuhtanen, CEO of Next Games:
"I am very pleased with the response we have received from the public, investors
and our partners after we announced our IPO plans. Our business model and future
growth opportunities have attracted strong interest. The IPO plays a key role in
implementing our growth strategy. I believe that we have all the prerequisites
to create value for our new owners. I am proud of our motivated and capable Next
Games team, which has enabled us to reach this stage on the Company's
development path."
The IPO in brief
* The preliminary price range in the IPO is EUR 7.50 - 7.90 per share.
* The implied market capitalization of the Company based on the preliminary
price range is EUR 138 - 143 million, assuming that the Company raises gross
proceeds of EUR 30 million in the IPO, and that in addition the Over-
Allotment Shares are issued in full.
* The offering:
* The Company aims to raise gross proceeds of approximately EUR 30 million
by offering new class A shares ("Offer Shares") for subscription (the
"Offering").
* In connection with the Offering, the Company may issue, by a directed
share issue, at the final offer price, up to 569,500 additional class A
shares (the "Over-Allotment Shares") solely to cover over-allotments.
* The Offer Shares are offered for subscription (i) to private individuals
and entities in Finland (the "Public Offering"), (ii) to institutional
investors in Finland and internationally (the "Institutional Offering")
and (iii) to the personnel of the Company (the "Personnel Offering").
* Swedbank Robur Fonder AB, certain funds managed by OP Fund Management
Company LTD, Ilmarinen Mutual Pension Insurance Company, Varma Mutual
Pension Insurance Company and certain funds managed by VISIO Varainhoito
Oy have given subscription commitments in relation to the Offering,
under which they commit to subscribe for at least 3,560,000 Offer Shares
in total based in the final offer price. The commitments are conditional
upon, among others, the Company allocating in total a minimum of
2,260,000 Offer Shares to the parties that have given subscription
commitments.
* AMC Networks Ventures LLC has committed to subscribe for Offer Shares
with EUR 1.7 million at the final offer price. The subscription price
would be paid by set-off against a receivable originating from regular
business transactions between AMC Networks Ventures LLC and the Company.
The Company has committed to accept this subscription commitment in
full.
* The subscription period for the Public Offering and Personnel Offering will
commence on 13 March 2017 at 10:00am EET and end on 21 March 2017 at 4:00pm
EET, unless the subscription period is discontinued or extended.
* The subscription period for the Institutional Offering will commence on 13
March 2017 at 10:00am EET and end on 23 March 2017 at 12:00 noon EET, unless
the subscription period is discontinued or extended.
* Trading in the shares is expected to begin on Nasdaq First North on or about
24 March 2017 and the shares will trade under the share trading code NXTGMS.
Background and reasons for the IPO
Next Games is a developer and publisher of mobile games focusing on licensed
games. The Company is an industry pioneer in the service-based mobile games that
are based on entertainment franchises, such as movies, TV series or books.
Next Games' growth strategy comprises new game development, continuous
development of The Walking Dead: No Man's Land game, geographical expansion and
further development of the advertising revenue model. Next Games is currently
developing two new games. The Company aims to launch one game or more per year
starting in 2018.
The objective of the Offering is to enable Next Games to implement its growth
strategy. The Offering and listing on Nasdaq First North will also allow Next
Games to obtain access to capital markets, broaden its ownership base and
increase the liquidity of the shares. Furthermore, the Offering is expected to
strengthen Next Games' recognition and brand awareness among customers,
employees, investors and the gaming sector in general, and thus enhance the
Company's competitiveness.
The Company expects to use the net proceeds from the Offering to ensure a
sufficient own funding for growth investments, which are in line with the
Company's strategy. These investments include for example new licencing
agreements, development and marketing of new game titles and the expansion of
their geographical reach, and further development and marketing of The Walking
Dead: No Man's Land.
Details of the IPO
Following a share split that was registered on 3 March 2017, the Company has a
total of 13,784,844 registered shares on the date hereof.
In the Public Offering, preliminarily a maximum of 350,000 Offer Shares are
offered and in the Institutional Offering, preliminary a maximum of 3,623,000
Offer Shares are offered assuming that the Over-Allotment Shares are not issued.
In the Personnel Offering, the Company offers for subscription preliminary a
maximum of 30,000 Personnel Shares and, in the event of an oversubscription, a
maximum of 150,000 additional Personnel Shares to personnel in a permanent
employment relationship with the Company during the subscription period, the
members of the Board of Directors and the advisors of the Board of Directors as
well as the CEO of the Company.
The Company aims to raise gross proceeds of approximately EUR 30 million with
the Offering. The number of Offer Shares will be determined based on the final
offer price. The Company would issue 3,899,104 Offer Shares assuming that the
final offer price for the Offer Shares would be at the mid-point of the
preliminary price range and that 30,000 Offer Shares would be subscribed in the
Personnel Offering at a discount applicable to such Offer Shares.
The Offer Shares represent approximately 22.0 percent of the Company's shares
and votes after the Offering without the Over-Allotment Shares, assuming that
the amount of Offer Shares issued by the Company would equal the amount of
3,899,104 Offer Shares as mentioned above. In the event the number of Offer
Shares issued in the Offering would equal the amount of 3,899,104 Offer Shares
as mentioned above, the amount of shares outstanding would increase to
17,683,948 as a result of the Offering. If the Over-Allotment Shares were
issued, the amount of shares would increase to 18,253,448 shares and the Offer
Shares and Over-Allotment Shares would together represent a maximum of
approximately 24.5 percent of the shares.
The preliminary price range for the Offer Shares in the Institutional Offering
and Public Offering is a minimum of EUR 7.50 and a maximum of EUR 7.90 per Offer
Share. The final price per Offer Share will be communicated through a company
release on or about 23 March 2017. The final offer price may also be above or
below the preliminary price range provided, however, the final offer price in
the Public Offering shall not be higher than the maximum of the preliminary
price range, EUR 7.90 per Offer Share. The subscription price per share in the
Personnel Offering is 10 percent lower than the final offer price in the Public
Offering.
In connection with the Offering, the Company may issue, by a directed issue, at
the final offer price, up to 569,500 Over-Allotment Shares solely to cover over-
allotments. The Company may commit to repurchase class A shares up to an amount
corresponding to the amount of Over-Allotment Shares from the Lead Manager,
which the Lead Manager may sell at the final subscription price to the Company
within 30 days from the commencement of the trading of the Company's class A
shares on Nasdaq First North, i.e. on or about the time period from 24 March
2017 to 21 April 2017. The Company would repurchase A-shares only if the Over-
Allotment Shares have been issued and the Lead Manager has carried out
stabilization measures, and only to the extent the Lead Manager for this reason
holds A-shares. The Over-Allotment Shares concern in total approximately 4.1
percent of the shares and votes before the Offering and approximately 3.1
percent of the shares after the Offering, assuming that the Company issues
3,899,104 Offer Shares.
Danske Bank A/S, Helsinki branch is acting as the sole lead manager in the
contemplated IPO. Avance Attorneys Ltd is acting as the legal adviser to the
Company. Roschier Attorneys Ltd is acting as the legal adviser to the sole lead
manager.
Preliminary timetable (all times are Finnish time)
+----------------------------------------------------------------+-------------+
|Subscription period of the Offering commences |13 March 2017|
| | 10:00 am|
+----------------------------------------------------------------+-------------+
|The Offering may be discontinued at the earliest |20 March 2017|
| | 4:00 pm|
+----------------------------------------------------------------+-------------+
|Subscription period of the Public Offering ends on or about |21 March 2017|
| | 4:00 pm|
+----------------------------------------------------------------+-------------+
|Subscription period of the Personnel Offering ends on or about |21 March 2017|
| | 4:00 pm|
+----------------------------------------------------------------+-------------+
|Subscription period of the Institutional Offering ends on or |23 March 2017|
|about | 12:00 noon|
+----------------------------------------------------------------+-------------+
|Announcement of the final results of the Offering on or about |23 March 2017|
+----------------------------------------------------------------+-------------+
|Offer Shares subscribed for in the Public Offering registered in|24 March 2017|
|the investors' book-entry accounts on or about | |
+----------------------------------------------------------------+-------------+
|Trading in the Shares, excluding Personnel Shares, commences on |24 March 2017|
|Nasdaq First North on or about | |
+----------------------------------------------------------------+-------------+
|The Offer Shares offered in the Institutional Offering are ready|28 March 2017|
|to be delivered against payment through Euroclear Finland on or | |
|about | |
+----------------------------------------------------------------+-------------+
|New shares subscribed for in the Personnel Offering registered |11 April 2017|
|in the Trade Register on or about | |
+----------------------------------------------------------------+-------------+
|New shares subscribed for in the Personnel Offering registered |11 April 2017|
|in the subscribers' book-entry accounts on or about | |
+----------------------------------------------------------------+-------------+
|Trading in the Personnel Shares commences on Nasdaq First North |11 April 2017|
|on or about | |
+----------------------------------------------------------------+-------------+
The Finnish prospectus
The Company has submitted a Finnish language prospectus for approval with the
Finnish Financial Supervisory Authority, and it is expected to be approved today
10 March 2017. The information stated in this press release regarding the
Offering are conditional upon the approval of the Finnish language prospectus by
the Finnish Financial Supervisory Authority today 10 March 2017. The Finnish
language prospectus and a Finnish language marketing brochure will be available
in electronic format on the Company's website at www.nextgames.com/listautuminen
no later than 13 March 2017 before the start of the subscription period. Printed
versions of the prospectus and marketing brochure are expected to be available
no later than 13 March 2017 and can be obtained from the Company's office
(Kansakoulukatu 10, 00100 Helsinki), branch offices of Danske Bank, Nordnet's
office (Yliopistonkatu 5, 00100 Helsinki) as well as at the Nasdaq Helsinki Ltd
(Fabianinkatu 14, 00100 Helsinki).
Further information on the IPO, including places of subscription, can be
obtained from www.nextgames.com/listautuminen, www.danskebank.fi,
www.nordnet.fi.
Further enquiries
Saara Bergström, CMO, Next Games Oyj, tel. +358 (0)50 483 3896,
press(at)nextgames.com
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia, Hong
Kong, South Africa, Singapore or Japan.
These written materials do not constitute an offer of securities for sale in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended, and the rules and regulations thereunder.
Next Games Oy (the "Company") does not intend to register any portion of the
offering in the United States or to conduct a public offering of securities in
the United States.
The issue, exercise and/or sale of securities in the initial public offering are
subject to specific legal or regulatory restrictions in certain jurisdictions.
Neither the Company nor Danske Bank A/S, Helsinki Branch ("Danske Bank") assume
any responsibility in the event there is a violation by any person of such
restrictions.
Danske Bank is acting exclusively for the Company and for no-one else in
connection with any transaction mentioned in this announcement and will not
regard any other person (whether or not a recipient of this announcement) as a
client in relation to any such transaction and will not be responsible to any
other person for providing the protections afforded to its clients, or for
advising any such person on the contents of this announcement or in connection
with any transaction referred to in this announcement. The contents of this
announcement have not been verified by Danske Bank and Danske Banks accepts no
liability for this information included in this announcement.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors must
neither accept any offer for, nor acquire, any securities to which this document
refers, unless they do so on the basis of the information contained in the
applicable prospectus published or offering circular distributed by the Company.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland. With respect to
each Member State of the European Economic Area other than Finland and which has
implemented the Prospectus Directive (each, a "Relevant Member State"), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any Relevant Member
State. As a result, the securities may only be offered in Relevant Member States
(a) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (b) in any other circumstances falling within Article
3(2) of the Prospectus Directive. For the purposes of this paragraph, the
expression an "offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the securities to be offered so as to enable an investor to decide to exercise,
purchase or subscribe the securities, as the same may be varied by any measure
implementing the Prospectus Directive in that Relevant Member State and the
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
These written materials do not constitute an offer of the securities referred to
herein to the public in the United Kingdom. No prospectus has been or will be
approved in the United Kingdom in respect of the securities referred to herein.
This communication is directed only at (i) persons who are outside the United
Kingdom or (ii) persons who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to
as "relevant persons"). Any investment activity to which this communication
relates will only be available to and will only be engaged with, relevant
persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Next Games Oy via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 10.03.2017 - 07:00 Uhr
Sprache: Deutsch
News-ID 529409
Anzahl Zeichen: 21450
contact information:
Town:
Helsinki
Kategorie:
Business News
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