INSIDE INFORMATION: The Board of Directors of Gaming Corps AB (publ) (the "Company" or "Gaming Corps") has today resolved to carry out a new issue of 4,000,000 shares at a subscription price of SEK 2.50 per share, corresponding to issue proceeds of SEK 10 million, to Svea Bank AB (the "Directed Issue"). The Directed Issue is carried out with a deviation from the shareholders' preferential right and with the support of the authorization from the annual general meeting on 28 June 2022. The subscription price has been determined by the Board of Directors of the Company and corresponds to a [premium] of approximately 7,8 percent calculated on a volume-weighted average share price (VWAP) during the last 20 trading days, up to and including 12 December 2022.
” I would like to take this opportunity to thank SVEA BANK AB on behalf of the management for this investment, especially when the market situation looks as it does with uncertainties in several areas, not least in the listed environment. We have several ongoing game certifications and game titles in development, in addition to several new approvals in regulated markets where we engage local legal advisors for the processes. Here we are anxiously awaiting the opinion from each market for me to be able to notify you, our shareholders", says Juha Kauppinen, CEO.
” The Board of Directors has been working for some time to find the most favorable financing solution for the shareholders and the Company. With the current market situation, we have seen that the conditions for raising capital have been very costly and directly harmful to the company and the shareholders. By adding capital through SVEA BANK's investment, we strengthen our cash position and give the company greater financial flexibility, which gives us a good basis for future investments in the business", comments Claes Tellman, Chairman of the Board of Gaming Corps.
THE DIRECTED ISSUE
The Board of Directors of Gaming Corps has today, on 13 December 2022, resolved on a new issue of 4,000,000 shares with deviation from the existing shareholders' preferential rights and with support from the authorization given at the annual general meeting on 28 2022. The subscription price for the shares in the Directed Issue has been determined by the Board of Directors at SEK 2.50 per share and will be paid in cash. The subscription price corresponds to a [premium] of approximately 7,8 percent calculated on the basis of a volume-weighted average price (WVAP) per trading day for the Company's share on Nasdaq First North Growth Market during the last 20 trading days up to and including 12 December 2022. The Directed Issue has been subscribed by Svea Bank AB and will provide the Company with issue proceeds of SEK 10 million.
CHANGES IN SHARE CAPITAL, SHARES AND VOTES AND DILUTION
The Directed Issue results in an increase of the Company's share capital by a maximum of SEK 200,000.01, from SEK 2,707,625.06 to SEK 2,907,625.07. The number of shares and votes will increase by a total of 4,000,000, from 54,152,501 to 58,152,501. The execution of the Directed Issue results in a dilution of approximately 6.88 percent for existing shareholders in relation to the total number of outstanding shares and votes in the Company.
DEVIATION FROM SHAREHOLDER PREFERENTIAL RIGHTS
The rationale of the Directed Issue and the reason for the deviation from the shareholders' preferential rights is to carry out a capital raise in a time- and cost-effective manner. The Board of Directors has evaluated the possibility of carrying out a preferential rights issue in first hand. The Company has weighed the advantages and disadvantages of a preferential rights issue in comparison to a directed share issue and concluded that a preferential rights issue (i) would be significantly more time-consuming, which could risk the Company missing out on potential growth opportunities, (ii) would lead to significantly higher costs for the Company, mainly attributable to procurement of a guarantee consortium and legal costs, (iii) would expose the Company to higher market volatility, especially given current market conditions, and (iv) would likely have had to be implemented at a lower subscription price (with a discount instead of a [premium]) and would result in a higher dilution effect, which would have been negative to all shareholders. In addition, the Board of Directors considers it positive that the institutional ownership in the Company is strengthened through the Directed Issue. The Board of Director's overall assessment is thus that the reasons for carrying out the Directed Issue in this manner, and in this specific situation, outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that a new share issue with a deviation from the shareholders' preferential rights is thus in the best interest of the Company and all shareholders.
Baker McKenzie is the Company's legal advisor in the Directed Issue.
For more information, please contact
Juha Kauppinen, CEO: email@example.com
Claes Tellman, Chairman of the Board of Directors: firstname.lastname@example.org
Certified Adviser, Eminova Fondkommission AB: email@example.com, +46 8 684 211 00
This press release is available in its entirety at www.gamingcorps.com/newsroom
This information is such information that Gaming Corps AB (publ) is obliged to disclose in accordance with the (EU) Market Abuse Regulation 596/2014. The information was submitted for publication, through the agency of the contact persons above, at the time and date specified by Gaming Corps's news distributor MFN at the publication of this press release.
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions and 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 Gaming Corps in any jurisdiction, neither from Gaming Corps nor from someone else.
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 the United States of America, Australia, Canada, Hong Kong, Israel, Japan, New Zealand, South Africa, 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.
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. Gaming Corps has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed 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 contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company 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 Markets Rulebook for Issuers.