ons, dec 02, 2020 01:05 CET

NOT FOR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION WHERE THE DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE READ ”IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE.

PRESS RELEASE

Stockholm, 2 December 2020

INSIDE INFORMATION: The Board of Directors of Enad Global 7 AB (publ) (“EG7” or the “Company”) has, as previously announced yesterday, resolved to issue a maximum of 20,731,707 shares partly based on the authorization granted by the Extraordinary General Meeting held on 29 October 2020, and partly subject to a subsequent approval of an Extraordinary General Meeting planned to be held on 17 December 2020 (the “Directed Share Issue”). The subscription price in the Directed Share Issue equals the closing price of yesterday’s trading at SEK 82 per share. Through the Directed Share Issue the Company will receive SEK 1,700 million before deduction of costs related to the transaction. A separate press release with the notice to the Extraordinary General Meeting will be announced later today.

THE DIRECTED SHARE ISSUE  

EG7’s Board of Directors has resolved to issue in total 20,731,707 shares, of which 9,802,408 are issued based on the authorization granted by the Extraordinary General Meeting held on 29 October 2020, and 10,929,299 are issued subject to the subsequent approval of the Extraordinary General Meeting to be held on 17 December 2020.

The subscription price in the Directed Share Issue equals the closing price of yesterday’s trading at SEK 82 per share.

The Directed Share Issue was subscribed for by a large number of Swedish and international institutional investors, including Swedbank Robur, Handelsbanken Fonder, Skandia, Första AP-fonden, the Stena Olsson family together with Erik Nielsen, Lannebo Fonder, TIN Fonder, Länsförsäkringar Fonder and Creades[1].

The reason for deviating from the shareholders’ preferential right is to ensure the most time and cost-effective financing as possible of the acquisition of Daybreak Game Company LLC (“Daybreak”, the “Transaction”) and at the same time diversify the shareholder base in the Company. As the subscription price in the Directed Share Issue was determined through a bookbuilding procedure, it is the Board of Directors’ assessment that the subscription price reflects current market conditions and demand.

DILUTION AND INCREASE OF SHARES AND VOTES

In total, the Directed Share Issue and the Transaction will result in a dilution of approximately 40 percent of the number of shares and votes in the Company after the Directed Share Issue and the acquisition of Daybreak, through an increase in the number of outstanding shares by 30,811,692 to 76,630,363. The share capital will increase by SEK 1,232,467.68 from SEK 1,832,746.84 to SEK 3,065,214.52.

Following the Transaction and the Directed Share Issue, Daybreak’s main owner Jason Epstein will hold approximately 10 percent and the additional current shareholders of Daybreak will together hold approximately 3 percent of the total number of outstanding shares and votes in EG7 after the Directed Share Issue and the Transaction.

LOCK-UP UNDERTAKINGS

In connection with the Directed Share Issue, the Company has undertaken, subject to certain exceptions, not to issue additional shares for a period of three months after the settlement date. In addition, Robin Flodin (CEO) and Alexander Albedj (Chairman of the Board) have agreed not to sell any shares in the Company for a period of six months after the settlement date, subject to customary exceptions.

EXTRAORDINARY GENERAL MEETING

A separate press release with the notice of an Extraordinary General Meeting to approve the part of the Directed Share Issue which consist of shares issued subject to the subsequent approval of the Extraordinary General Meeting (including the part of the Directed Share Issue that was subscribed for by the member of the Board of Directors, Erik Nielsen), will be published shortly. Shareholders representing approximately 41 percent of the capital and votes in EG7 have committed to vote in favor of the resolution to approve the aforementioned resolutions at the Extraordinary General Meeting.

FINANCIAL AND LEGAL ADVISORS

Carnegie Investment Bank AB (publ) is acting as financial advisor to EG7 in relation to the Transaction and Sole Global Coordinator and Joint Bookrunner in the Directed Share Issue. Swedbank AB (publ) is acting as Joint Bookrunner in the Directed Share Issue. Baker McKenzie (Stockholm and US) is acting as legal advisor to EG7. Gernandt & Danielsson Advokatbyrå KB is acting as legal counsel to Carnegie Investment Bank AB (publ) and Swedbank AB (publ).

RESPONSIBLE PARTIES

The information in this press release constitutes inside information that Enad Global 7 AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out below, at the time stated by the Company’s news distributor, Cision, at the publication of this press release.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Robin Flodin, CEO

Phone: +46 70 477 06 34

robin@enadglobal7.com

ABOUT EG7

EG7 is a group of companies within the gaming industry that develops, markets, publishes and distributes PC, console and mobile games to the global gaming market. The company employs 170+ game developers and develops its own original IP:s, as well as act as consultants to other publishers around the world through its game development divisions Toadman Studios, Big Blue Bubble and Antimatter Games. In addition, the group’s marketing department Petrol has contributed to the release of 1,500+ titles, of which many are world famous brands such as Call of Duty, Destiny, Dark Souls and Rage. The group’s publishing and distribution department Sold Out holds expertise in both physical and digital publishing and has previously worked with Team 17, Rebellion and Frontier Developments. The Group is headquartered in Stockholm with approximately 270 employees in 10 offices worldwide.

Nasdaq First North Growth Market Ticker Symbol: EG7

Certified Adviser: Eminova Fondkommission AB, Phone: +46 8 684 211 00

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 jurisdictions where this press release has been published or distributed shall 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 EG7 in any jurisdiction, neither from EG7 nor from someone else.

This announcement 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 Company. The information contained in this announcement 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 announcement or its accuracy or completeness. Carnegie Investment Bank AB (publ) and Swedbank AB (publ) is acting for EG7 in connection with the Directed Share Issue and no one else and will not be responsible to anyone other than EG7 for providing the protections afforded to its clients nor for giving advice in relation to the Directed Share Issue or any other matter referred to herein.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. EG7 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.

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, as amended (the “Securities Act”), 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 Unites States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland 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.

In the United Kingdom, this document 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.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operates. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market rule book for issuers.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in EG7 have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in EG7 may decline and investors could lose all or part of their investment; the shares in EG7 offer no guaranteed income and no capital protection; and an investment in the shares in EG7 is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Directed Share Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Carnegie Investment Bank AB (publ) and Swedbank AB (publ) will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in EG7.

Each distributor is responsible for undertaking its own target market assessment in respect of the shares in EG7 and determining appropriate distribution channels.

[1] Indirect through an endowment insurance

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