The Board of Administrators of Gaming Corps AB has resolved to hold out a brand new concern of 4,000,000 shares at a subscription worth of SEK 2.50 per share, comparable to concern proceeds of SEK 10 million, to Svea Financial institution AB (the “Directed Situation”). The Directed Situation is carried out with a deviation from the shareholders’ preferential proper and with the help of the authorization from the annual common assembly on 28 June 2022. The subscription worth has been decided by the Board of Administrators of the Firm and corresponds to a [premium] of roughly 7,8 % calculated on a volume-weighted common share worth (VWAP) over the last 20 buying and selling days, as much as and together with 12 December 2022.
” I wish to take this chance to thank SVEA BANK AB on behalf of the administration for this funding, particularly when the market scenario appears to be like because it does with uncertainties in a number of areas, not least within the listed surroundings. We now have a number of ongoing recreation certifications and recreation titles in improvement, along with a number of new approvals in regulated markets the place we have interaction native authorized advisors for the processes. Right here we’re anxiously awaiting the opinion from every marketplace for me to have the ability to notify you, our shareholders”, says Juha Kauppinen, CEO.
” The Board of Administrators has been working for a while to seek out essentially the most favorable financing answer for the shareholders and the Firm. With the present market scenario, we now have seen that the situations for elevating capital have been very pricey and immediately dangerous to the corporate and the shareholders. By including capital via SVEA BANK’s funding, we strengthen our money place and provides the corporate larger monetary flexibility, which provides us a superb foundation for future investments within the enterprise”, feedback Claes Tellman, Chairman of the Board of Gaming Corps.
THE DIRECTED ISSUE
The Board of Administrators of Gaming Corps has at the moment, on 13 December 2022, resolved on a brand new concern of 4,000,000 shares with deviation from the prevailing shareholders’ preferential rights and with help from the authorization given on the annual common assembly on 28 2022. The subscription worth for the shares within the Directed Situation has been decided by the Board of Administrators at SEK 2.50 per share and will probably be paid in money. The subscription worth corresponds to a [premium] of roughly 7,8 % calculated on the idea of a volume-weighted common worth (WVAP) per buying and selling day for the Firm’s share on Nasdaq First North Progress Market over the last 20 buying and selling days as much as and together with 12 December 2022. The Directed Situation has been subscribed by Svea Financial institution AB and can present the Firm with concern proceeds of SEK 10 million.
CHANGES IN SHARE CAPITAL, SHARES AND VOTES AND DILUTION
The Directed Situation ends in a rise of the Firm’s share capital by a most of SEK 200,000.01, from SEK 2,707,625.06 to SEK 2,907,625.07. The variety of shares and votes will improve by a complete of 4,000,000, from 54,152,501 to 58,152,501. The execution of the Directed Situation ends in a dilution of roughly 6.88 % for current shareholders in relation to the whole variety of excellent shares and votes within the Firm.
DEVIATION FROM SHAREHOLDER PREFERENTIAL RIGHTS
The rationale of the Directed Situation and the rationale for the deviation from the shareholders’ preferential rights is to hold out a capital increase in a time- and cost-effective method. The Board of Administrators has evaluated the potential of finishing up a preferential rights concern in first hand. The Firm has weighed the benefits and drawbacks of a preferential rights concern compared to a directed share concern and concluded {that a} preferential rights concern (i) can be considerably extra time-consuming, which may danger the Firm lacking out on potential development alternatives, (ii) would result in considerably increased prices for the Firm, primarily attributable to procurement of a assure consortium and authorized prices, (iii) would expose the Firm to increased market volatility, particularly given present market situations, and (iv) would doubtless have needed to be carried out at a decrease subscription worth (with a reduction as an alternative of a [premium]) and would end in the next dilution impact, which might have been detrimental to all shareholders. As well as, the Board of Administrators considers it constructive that the institutional possession within the Firm is strengthened via the Directed Situation. The Board of Director’s general evaluation is thus that the explanations for finishing up the Directed Situation on this method, and on this particular scenario, outweigh the explanations that justify the principle rule of issuing shares with preferential rights for current shareholders, and {that a} new share concern with a deviation from the shareholders’ preferential rights is thus in one of the best curiosity of the Firm and all shareholders.
ADVISOR
Baker McKenzie is the Firm’s authorized advisor within the Directed Situation.
