Resolution regarding approval of the board of directors' resolution to issue new class B shares with deviation from the shareholders' preferential rights
In accordance with previously announced information, the board of directors resolved on February 20 2019 on a new share issue, with deviation from the shareholders' preferential rights, subject to the extraordinary general meeting's subsequent approval. The extraordinary general meeting has today decided to approve the board of directors’ decision to issue a maximum of 6,267,338 class B shares.
The subscription price for the new shares shall be SEK 190 per share. Through the new share issue THQ Nordic will receive proceeds amounting to SEK 1,190,794,220. Together with the new share issue of a maximum of 4,732,662 B shares, which the Board also decided on February 20, 2019, with the support of the authorization granted by the annual general meeting 2018, the Company will receive a total of approximately SEK 2,090 million before transaction costs. A total of 11,000,000 class B shares will be issued through both new share issues.
The subscription price in the new share issues has been determined in an accelerated book-building procedure carried out by Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige.
The purpose for the decisions of the new share issues of class B shares and the reason for the deviation from the shareholders' preferential rights, is to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital at favourable terms in a time efficient manner. The new share issues further aims to finance new acquisitions of franchises, game development studios or other assets which complement the operations, and enable a higher rate of investment in the development of the Company. The board of directors' assessment is that the subscription price in the new share issue is in accordance with market conditions, since it has been determined through an accelerated book-building procedure.
Dilution related to the new share issues
The completion of the new share issues results in a dilution of approximately 10.7 per cent of the number of shares and approximately 6.0 per cent of the number of votes in the Company post completion of the transaction, through an increase in the number of outstanding shares by 11,000,000 to 102,493,617 and of the outstanding votes by 11,000,000 to 183,493,617 (divided between 9,000,000 class A shares and 93,493,617 class B shares following the directed new share issue). The share capital will increase by approximately SEK 91,667 from approximately SEK 762,447 to approximately SEK 854,114.
Authorization for the board to issue shares, convertibles and/or warrants
The extraordinary general meeting resolved, in accordance with the board of directors’ proposal, to authorize the board of directors for the period up until the next annual general meeting to, on one or more occasions, resolve to issue class B shares, convertibles and/or warrants with right to convert into and subscribe for class B shares respectively, with or without preferential rights for the shareholders, in the amount not exceeding three (3) percent of the total number of shares in the Company after the completion of the new share issues mentioned above and registration of the share issue in connection with the acquisition of 18point2, to be paid in cash, in kind and/or by way of set-off. Authorizing the board of directors to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above, is primarily for the purpose of raising new capital to increase flexibility for the Company or in connection with acquisitions.
For detailed terms regarding the above resolutions at the extra general meeting and the share issues and the transaction as a whole, reference is made to the complete proposals and press releases that are available on the Company's website, www.thqnordic-investors.com.
For additional information, please contact:
Lars Wingefors, Group CEO
Tel: +46 708 471 978
E-mail: lwingefors@thqnordic.com
About THQ Nordic
THQ Nordic acquires, develops and publishes PC and console games for the global games market. The Company has an extensive catalogue of over 100 owned franchises, such as Saints Row, Goat Simulator, Dead Island, Darksiders, Metro (license), Titan Quest, MX vs ATV, Kingdoms of Amalur, Time Splitters, Delta Force, Alone in the Dark, Wreckfest amongst others.
THQ Nordic has a global presence, with its group head office located in Karlstad, Sweden and with three divisions; Deep Silver/Koch Media, THQ Nordic and Coffee Stain. The group has fifteen internal game development studios based in Germany, Finland, UK, USA and Sweden and engages about 2,000 people.
THQ Nordic's shares are publicly listed on Nasdaq First North Stockholm under the ticker THQN B with FNCA Sweden AB (e-mail: info@fnca.se phone: +46-8-528 00 399) as its Certified Adviser.
For more information, please visit: http://www.thqnordic-investors.com.
Embracer Group is a global group of creative and entrepreneurial businesses in PC/console, mobile and board games and other related media. The Group has an extensive catalog of over 900 owned or controlled franchises.
With its head office based in Karlstad, Sweden, Embracer Group has a global presence through its eleven operative groups: THQ Nordic, PLAION, Coffee Stain, Amplifier Game Invest, DECA Games, Gearbox Entertainment, Easybrain, Asmodee Group, Dark Horse Media, Freemode and Crystal Dynamics – Eidos. The Group has 111 internal game development studios and is engaging more than 12,000 employees in more than 40 countries.
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