Play Magnus AS: Notice of Extraordinary General Meeting

Play Magnus AS: Notice of Annual General Meeting 2021

The Queen’s Gambit Surpasses World Championship Impact

Since we began developing chess apps under the Play Magnus brand in 2013, we have garnered nearly 6 million downloads globally. The most exciting times for our apps and the wider chess community have always surrounded the biennial World Chess Championship, due to the surge in chess interest and global media coverage. 

Given the name behind our apps, in the lead up to the World Chess Championships (which in our history have always featured Magnus Carlsen) we have seen new downloads for our apps grow ~2x. This phenomenon has always been a significant driver of the seasonality in our apps business and a key consideration for our product plans, budgets and forecasts.   

Despite this year’s postponement of the World Chess Championship, chess interest has experienced an even larger increase, driven by the new Netflix limited series, The Queen’s Gambit.

On iOS, our Magnus Trainer app for learning chess in a fun, gamified way with Magnus Carlsen, saw 93% M/M growth in app units from the World Chess Championship 2018. This year, The Queen’s Gambit led to 292% growth M/M in app units, 3x the impact of the 2018 World Chess Championship. The same effect can be seen in search interest for chess according to Google Trends over the last 5 years. The World Chess Championships in 2016 and 2018 created similar peaks in interest, however The Queen’s Gambit has far surpassed this already. 

The Queen’s Gambit and its impact on global chess interest is encouraging for us at Play Magnus Group as it clearly shows what we’ve always believed, that there is significant potential for chess to appeal to the mass market. 

At Play Magnus Group, it is our’s and our ambassador, Magnus Carlsen’s, mission to grow chess to make the world a smarter place, and we are thrilled with the spectacular growth in the overall market.

Throughout our history we’ve always focused on crafting unique digital experiences for new players and existing fans of the game while staying true to the chess experience.

We have grand plans for adding more depth into the overall offerings of our apps, taking retention and engagement best practices from video games and online education into the chess world and in the process, crafting a new experience.

We are truly excited about chess becoming more accessible as we introduce new users and welcome back former players into this world. The best part is, we are just getting started as we continue to launch fun, high-quality features for our fans.

If there was truly a climactic ending to the Queen’s Gambit, it would most surely be this one game:

Play Magnus AS: NOK ~452 million private placement successfully placed

NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY  OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED  STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR  DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN  OFFER OF ANY OF THESECURITIES DESCRIBED HEREIN.


Oslo, 28 September 2020.  Reference is made to the press release from Play Magnus AS, a global  leader in the chess industry, published on 24 September 2020 regarding a  contemplated private placement and listing on Merkur Market.



Play  Magnus AS (the “Play Magnus Group” or the “Company”) is pleased to  announce that the Private Placement (as defined below) has been  successfully placed with a total transaction size of NOK 451.5 million  through the allocation of 21,500,000 shares at a price of NOK 21.00 per  share. The Private Placement raised gross proceeds of approx. NOK 300  million to the Company through the sale of 14,250,000 new shares (the  “Primary Offering" and the "New Shares") and approx. NOK 152 million to  certain existing shareholders in the Company (the “Selling  Shareholders”) through the sale of 7,250,000 existing shares (the  "Existing Shares") (the "Secondary Offering", and together with Primary  Offering, the "Private Placement"). As a consequence of the strong  interest received in the Private Placement and the Company’s wish to  make room for new high-quality long-term investors in the Play Magnus  Group, the Company decided to increase the Primary Offering from the  originally communicated approx. NOK 250 million to approx. NOK 300  million.



The Private Placement attracted very strong interest  from Norwegian, Nordic and international high-quality institutional  investors and was significantly oversubscribed. Four cornerstone  investors were allocated shares for NOK 205 million: (i) Luxor Capital  Group: NOK 120 million; (ii) DNB Asset Management: NOK 30 million; (iii)  TIN Fonder: NOK 30 million; and (iv) TD Veen AS: NOK 25 million. In  addition, Investinor AS was allocated shares representing 9% of the  Primary Offering, equivalent to NOK 27 million.



“We are  extremely excited and proud of being able to welcome highly competent  and strong investors to join our mission. This investment will allow the  Company to continue spreading chess to a wider audience and delivering  the best experiences and opportunities for chess fans and  professionals,”said Co-Founder and Chairman of the board of directors of  the Play Magnus Group, Anders Brandt.



The net proceeds from the  Primary Offering will primarily be used for investing in new and  existing products, building on the 2020 Tour’s success with the upcoming  Champions Chess Tour, potential bolt-on acquisitions and general  corporate purposes.



“The market is growing, and we are in an  early phase which requires further investments. We will invest heavily  in technology development in the future and the Company does not rule  out further acquisitions. We will build on the success of the 2020 Tour  and further develop this to its full potential,” said CEO of the  Company, Andreas Thome.



In August 2020, the Company had more  than three million registered users across its platforms and  approximately 35,000 monthly paying customers worldwide.



“We are  in an extremely exciting phase of the Company’s development, and we are  proud that large institutional investors want to be part of this  journey,” said Andreas Thome.



The Company and Selling  Shareholders as well as members of the Company's management and board of  directors have entered into customary lock-up arrangements with the  Managers (as defined below) that will restrict, subject to certain  exceptions, their ability to, without the prior written consent of the  Managers, issue, sell or dispose of shares, as applicable, for a period  of twelve months. Furthermore, Investinor AS, subscribing in the Private  Placement as described above, has entered into a lock-up for a period  of six months from the Listing.



The completion of the Private  Placement is subject to (i) necessary corporate resolutions of the board  of directors of the Company and an extraordinary general meeting (the  "EGM") to amend the articles of association of the Company inter alia to  provide for free transferability of shares, share split and to combine  the existing share classes into one class of common shares and to  consummate the PrivatePlacement and allocate the Existing Shares and  issue the New Shares, (ii) payment and registration of the share capital  increase pertaining to the Private Placement with the Norwegian  Register of Business Enterprises, and (iii) the shareholders' agreement  among the shareholders of the Company being terminated with effect from  no later than such registration. The EGM was called on Friday 25  September 2020 and will be held on 2 October 2020. The Company will have  52,133,800 shares outstanding following the Private Placement but prior  to any potential partial exercise of the 4,300,000 warrants in  connection with the Listing. The warrants expire in Q1 2021 and have a  strike price of NOK 16.79 per share.



Allocation to investors  will be communicated on or about 28 September 2020. The Private  Placement will be settled by the Managers on a delivery-versus-payment  basis on or about 8 October 2020 following the registration of the new  share capital in the Norwegian Registry of Business Enterprises and the  issuance of the new shares in VPS. The delivery-versus-payment  settlement in the Private Placement is facilitated by a pre-funding  agreement between the Company and the Managers.



The Company has  applied for, and will, subject to the necessary approvals from the Oslo  StockExchange, list the shares of the Company on Merkur Market. The  first day of trading on Merkur Market is expected to be on or about 8  October 2020.

ABG Sundal Collier ASA and SpareBank 1 Markets AS (the “Managers”) are  acting as Joint Bookrunners in connection with the Private Placement.  ABG Sundal Collier is acting as Merkur Advisor and SpareBank 1 Markets  AS is acting as Co-Merkur Advisor in connection with the Listing.



Advokatfirmaet  Simonsen Vogt Wiig AS is acting as legal advisor to Play Magnus AS,  while Advokatfirmaet Thommessen AS is acting as legal advisor to the  Managers. Corporate Communications AS is acting as communication advisor  to the Company.For more information, please contact:

This announcement is not and does not form a part of any offer to sell,  or a solicitation of an offer to purchase, any securities of the  Company. Copies of this announcement are not being made and may not be  distributed or sent into any jurisdiction in which such distribution  would be unlawful or would require registration or other measures.



The  securities referred to in this announcement have not been and will not  be registered under the U.S. Securities Act of 1933, as amended (the  "Securities Act"), and accordingly may not be offered or sold in the  United States absent registration or an applicable exemption from the  registration requirements of the Securities Act and in accordance with  applicable U.S. state securities laws. The Company does not intend to  register any part of the offering in the United States or to conduct a  public offering of securities in the United States. Any sale in the  United States of the securities mentioned in this announcement will be  made solely to "qualified institutional buyers" as defined inRule 144A  under the Securities Act.



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, i.e., only to investors who can receive the offer without an  approved prospectus in such EEA Member State. The expression  "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended  (together with any applicable implementing measures in any Member State.



This  communication is only being distributed to and is only directed at  persons in the United Kingdom that are (i) investment professionals  falling within Article 19(5) of the Financial Services and Markets Act  2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii)  high net worth entities,and other persons to whom this announcement may  lawfully be communicated, falling within Article49(2)(a) to (d) of the  Order (all such persons together being referred to as "relevant  persons"). This communication must not be acted on or relied on by  persons who are not relevant persons. Any investment or investment  activity to which this communication relates is available only for  relevant persons and will be engaged in only with relevant persons.  Persons distributing this communication must satisfy themselves that it  is lawful to do so.



Matters discussed in this announcement may  constitute forward-looking statements. Forward-looking statements are  statements that are not historical facts and may be identified by words  such as"believe", "expect", "anticipate", "strategy", "intends",  "estimate", "will", "may", "continue", "should" and 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 believe that these assumptions were reasonable  when made, these assumptions are inherently subject to significant known  and unknown risks, uncertainties, contingencies and other important  factors which are difficult or impossible to predict, and are beyond  their control. Actual events may differ significantly from any  anticipated development due to a number of factors, including without  limitation, changes in public sector investment levels, changes in the  general economic, political and market conditions in the markets in  which the Company operates, the Company's ability to attract,retain and  motivate qualified personnel, changes in the Company's ability to engage  in commercially acceptable acquisitions and strategic investments, and  changes in laws and regulation and the potential impact of legal  proceedings and actions. 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 make any guarantee that  the assumptions underlying the forward-looking statements in this  announcement are free from errors nor does it accept any responsibility  for the future accuracy of the opinions expressed in this announcement  or any obligation to update or revise the statements in this  announcement to reflect subsequent events. You should not place undue  reliance on the forward-looking statements in this announcement.



The  information, opinions and forward-looking statements contained in this  announcement speak only as at its date, and are subject to change  without notice. The Company does not undertake any obligation 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 announcement.



Neither  the Managers nor any of their affiliates makes any representation as to  the accuracy orcompleteness of this announcement and none of them  accepts any responsibility for the contents of this announcement or any  matters referred to herein.



This announcement is for information  purposes only and is not to be relied upon in substitution for the  exercise of independent judgment. It is not intended as investment  advice and under no circumstances is it to be used or considered as an  offer to sell, or a solicitation of an offer to buy any securities or a  recommendation to buy or sell any securities of the Company. Neither the  Managers nor any of its affiliates accepts any liability arising from  the use of this announcement.



The distribution of this  announcement and other information may be restricted by law in certain  jurisdictions. Persons into whose possession this announcement or such  other information should come are required to inform themselves about  and to observe any such restrictions.

Play Magnus AS: Contemplated private placement and listing on Merkur Market

Oslo, 24 September 2020 – Play Magnus AS (the “Play Magnus Group” or the  “Company”) has  engaged ABG  Sundal  Collier  and  Sparebank  1   Markets  (together  the  “Managers”)  to  advise on and effect a  contemplated private placement of approx. NOK 400 million in new and  existing shares in the Company (the “Private Placement”). The Private  Placement will comprise an offer of new shares raising gross proceeds to  the Company of approx. NOK 250 million (the “Primary Offering”) and a  sale of existing shares of up to approx. NOK 150 million from certain  existing shareholders in the Company (the “Secondary Offering”).



The   Play  Magnus  Group  has  applied  for,  and  will,  subject  to   successful  completion  of  the  Private Placement and the necessary  approvals from the Oslo Stock Exchange, list the shares of the Company  on Merkur Market (the “Listing”). The first day of trading on Merkur  Market is expected to be shortly after completion of the Private  Placement, and is currently anticipated to be in the latter part of the  week commencing 5 October 2020.



The Play Magnus Group offers  services that enable users to play, watch, and learn chess, and  professionals to teach, create content, and compete. The Company’s  services consist of the Play Magnus App Suite, chess24, Chessable, and  CoChess. In addition, in 2020 the Company launched a professional online  chess tour which received significant interest and viewership  worldwide.



“The  Company  has  developed  enormously  from  a   standalone  app  to  becoming  an  industry  leader with an ecosystem of  innovative chess services. Our ambition is to create the world’s best  experiences for playing, learning and watching chess. A listing on  Merkur Market in Oslo will create  a  solid  platform  for  further   growth,”  Co-Founder  and  Chairman  of  Play  Magnus  Group, Anders  Brandt said.



The net  proceeds  from  the  Primary  Offering   will  primarily  be  used  for  investing  in  new  and  existing  products, building on the 2020 Tour’s success with the upcoming  Champions Chess Tour, potential bolt-on acquisitions and general  corporate purposes.



“The Play Magnus Group has products and  services that engage millions of chess enthusiasts around the world. We  are in an extremely exciting phase of the company’s development, and we   are  proud  that  large  institutional  investors  want  to  be  part   of  this  journey,”  CEO  of  the  Company, Andreas Thome, said.



In  August 2020, the Company had more than three million registered users  across its platforms and approximately 35,000 monthly paying customers  worldwide.



“The market is growing, and we are in an early phase  which requires further investments. We will invest heavily in technology  development in the future and the Company does not rule out further  acquisitions. We will build on the success of the 2020 Tour and further  develop this to its full potential.” Andreas Thome said.



The  price per share in the Private Placement has been set to NOK 21.00,  equivalent to a pre-money  equity  value  of  the  Company  of  NOK  796   million  based  on  the  37,883,800  shares  currently  outstanding   in  the  Company.  Four  cornerstone  investors,  have,  subject  to   certain  terms and conditions, undertaken to subscribe for and be  allocated shares for a minimum of NOK 200 million as follows: (i) Luxor  Capital Group has undertaken to subscribe for shares for approx. NOK 140  million (USD 15 million equivalent) and be allocated shares for a  minimum of  NOK  115  million;  (ii)  DNB  Asset  Management  has   undertaken  to  subscribe  for  and  be  allocated shares for NOK 30  million; (iii) Tin Fonder has undertaken to subscribe for and be  allocated shares for NOK 30 million, and (iv) TD Veen AS has undertaken  to subscribe for and be allocated shares for NOK 25 million.  Additionally, Investinor AS (existing shareholder) has precommited to  subscribe for 9% of the Primary Offering, equivalent to NOK 22.7  million.



To stimulate liquidity for the listed shares, the  original founders of Play Magnus AS, chess24 and  Chessable  are   selling  a  portion  of  their  shares  as  part  of  the  Private   Placement.  The  majority of shares in the Secondary Offering will be  sold by LT Holdings Ltd, the largest current shareholder in the Play  Magnus Group.



The bookbuilding period in the Private Placement  will commence today, 24 September 2020 at  09:00  CEST  and  close  on   25  September  2020  at  14:00  CEST.  The  Managers  and  the  Company  may, however, at any time resolve to close or extend the bookbuilding  period. If the bookbuilding  period  is  shortened  or  extended,  any   other  dates  referred  to  herein  may  be  amended accordingly.



The  Private Placement will be directed towards Norwegian and international  investors, in each case  subject  to  an  exemption  being  available   from  offer  prospectus  requirements  and  any  other  filing  or   registration  requirements  in  the  applicable  jurisdictions  and   subject  to  other  selling restrictions. The minimum application and  allocation amount has been set to the NOK equivalent  of  EUR  100,000.   The  Company  may,  however,  at  its  sole  discretion,  allocate  an   amount  below  EUR  100,000  to  the  extent  applicable  exemptions   from  the  prospectus  requirement  pursuant  to  the  Norwegian   Securities  Trading  Act  and  ancillary  regulations  are  available.



Completion  of the Private Placement is conditional upon i) approval of the Private  Placement by the Company’s board of directors, ii) approval from an  Extraordinary General Meeting in the Company to be called for as soon as  possible after the close of the bookbuilding period for the Private   Placement,  currently  expected  to  be  held  on  Friday  2  October   2020,  and  iii)  the  registration of the share capital increase in the  Norwegian Business Register.



The Company reserves the right, at  any time and for any reason, to cancel, and/or modify the terms of, the  Private Placement. Neither the Company nor the Managers will be liable  for any losses incurred by applicants if the Private Placement is  cancelled, irrespective of the reason for such cancellation.

Founded in Norway by four-time World Chess Champion Magnus Carlsen, the  Play Magnus Group  is  a  global  leader  in  the  chess  industry   focused on  providing  the  premier  digital  experiences  for  the   millions  of  chess  players  and  students  around  the  world. The   company  offers  eLearning  and  entertainment  services  via  its   market  leading  brands:  chess24,  Chessable, CoChess, Play Magnus and  the Champions Chess Tour. The Group’s mission is to grow chess to make  the world a smarter place.

Three million registered and approximately 35,000 monthly paying customers

Approximately USD 7m annual revenue run-rate, with ~120% YoY revenue  growth for H1 2020, of which ~80% are subscription or course purchases

~70% growth in monthly paying users over the last 12 months

Proven ability to accelerate growth of acquired M&A targets through  ecosystem synergies and to make accretive acquisitions of content

2025 target of USD 60m annual revenue run-rate 

ABG  Sundal  Collier  ASA  and SpareBank1 Markets AS are  acting  as  Joint  Bookrunners  in  connection with the Private Placement. ABG  Sundal Collier is acting as Merkur Advisor and Sparebank 1 Markets is  acting as Co-Merkur Advisor in connection with the Listing.



Simonsen  Vogt Wiig is acting as legal advisor to the Play Magnus Group, while  Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.  Corporate Communications AS is acting as communication advisor to the  Company.

Play Magnus AS: Extraordinary General Meeting November 6

Play Magnus AS: Notice of Extraordinary General Meeting with Voting Instructions

Date	Event
25/08/2021	Half-yearly Report
17/11/2021	Quarterly Report - Q3
16/02/2022	Quarterly Report - Q4

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