Sep 28 2020 Announcement

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

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Play Magnus AS: NOK ~452 million private placement successfully placed
 
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.
 
Advisors:
 
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:
 
Andreas Thome CEO
+47 97 51 16 88
 
Dmitri Shneider, CFO
+852 9623 4618
 
Important notice:
 
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.