THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.
Monday, June 7, 2021 — Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
- Subsequent bond issue of EUR 150 million with an outstanding volume of EUR 270 million
- Total framework increased to up to EUR 350 million, following written procedure
- Well oversubscribed, issued at 102%
7 June 2021 – Media and Games Invest SE (“MGI” or the “Company”, ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange), has, following a book building process, successfully placed a subsequent bond issue of EUR 150 million under its existing senior secured floating rate callable bonds (ISIN SE0015194527) (the “Bond” and the transaction is referred to as the “Subsequent Bond Issue” or the “Subsequent Bonds”).
The transaction was well received by the market with both existing and new investors primarily based in the Nordics, continental Europe and North America participating. The Subsequent Bond Issue was strongly oversubscribed which allowed the Subsequent Bonds to be priced at 102% of par.
The Subsequent Bonds have been issued to further support acquisitive growth of MGI. The Company has a strong M&A pipeline and expects to be able to acquire further media and/or games companies in the upcoming months after already having closed three M&A transactions in the year to date. The net proceeds from the transaction will be placed on an escrow account to be used for financing EBITDA positive acquisitions of entities with similar or complementary businesses to that of the Company.
As a prerequisite for the placement of the Subsequent Bond Issue, the Company is seeking approval from existing bondholders to increase the framework of the Bond to EUR 350 million (for further information, see press release dated 28 May 2021). The approval is obtained by way of a written procedure which is to conclude on 16 June 2021, and the Company has already received voting undertakings from bondholders representing 57% of the outstanding bonds to vote in favour of the proposal. The settlement of the Subsequent Bond Issue is expected to take place on 18 June 2021.
– End of the Inside Information –
Information and Explanation of the Issuer to this News:
” I am very pleased with the placement and the furthermore increased interest in MGI. With our strong organic cash flow, our equity increase in the beginning of May and this subsequent bond issue, we now have the strongest war chest in the company’s history and are well prepared to execute on our well filled M&A pipeline. I would like to thank all existing as well as new bondholders for their commitment.”, says Remco Westermann, CEO of Media and Games Invest SE.
The Bond is listed and the Subsequent Bonds will be listed on Nasdaq Stockholm and Frankfurt Stock Exchange Open Market with ISIN SE0015194527.
Pareto Securities and Jefferies GmbH acted as Joint Bookrunners and Gernandt & Danielsson Advokatbyrå and Baker McKenzie acted as legal advisors in connection with the transaction.
This information is such information Media and Games Invest SE is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this release has been made public through the agency of the responsible persons set out below for publication at the time stated by MGI’s news distributor EQS Newswire at the publication of this release. The responsible persons below may be contacted for further information.
For further information, please contact:
Chairman of the Board and CEO
Head of Investor Relations
+49 170 376 9571
Jenny Rosberg, ROPA, IR contact Stockholm
Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
+49 69 9055 05 51
About Media and Games Invest SE
Media and Games Invest SE is a digital integrated games and media company with main operational presence in Europe and North America. The company combines organic growth with value-generating synergetic acquisitions, demonstrating continuous strong, profitable growth with a revenue CAGR of 45% over the last 6 years. Next to strong organic growth, the MGI Group has successfully acquired more than 30 companies and assets in the past 6 years. The acquired assets and companies are integrated and amongst others cloud technology is actively used to achieve efficiency gains and competitive advantages. The Company’s shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. The Company has a secured bond that is listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market as well as an unsecured bond listed on the Frankfurt Stock Exchange Open Market.
The Company’s certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; firstname.lastname@example.org, +46-8-528 00 399.
This release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in MGI in any jurisdiction, neither from MGI nor from someone else.
This 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 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 U.S. Securities Act of 1933, as amended. 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 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 applicable EU law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This 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 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 release are free from errors and readers of this release should not place undue reliance on the forward-looking statements in this 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 release, unless it is so required by law or applicable stock exchange rules.
Information for Distributors
Target market: Solely for the purposes of the manufacturer’s (as used herein, “Manufacturer” refers to each Joint Bookrunners) product approval process, the target market assessment in respect of the Subsequent Bonds has led to the conclusion that: (i) the target market for the Subsequent Bonds is eligible counterparties and professional clients and retail clients, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients and retail clients are appropriate. Any person subsequently offering, selling or recommending the Subsequent Bonds (a “Distributor”) should take into consideration the Manufacturer’s target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Subsequent Bonds (by either adopting or refining the Manufacturer’s target market assessment) and determining appropriate distribution channels. 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 Subsequent Bonds. Each distributor is responsible for undertaking its own target market assessment in respect of the Subsequent Bonds and determining appropriate distribution channels.
PRIIPs regulation: In the event of issuance of Subsequent Bonds, the Subsequent Bonds are not deemed to fall within the scope of Regulation (EU) No 1286/2014 (as amended) and no key information document (KID) has been prepared.