Final result of Next Games’ rights offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, HONG KONG, JAPAN, CANADA OR SINGAPORE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The final result of Next Games Corporation’s (“Next Games” or the “Company”) rights offering (“Offering”), which ended on 16 October 2019, shows that all the offered 9,298,430 shares (“Offer Shares”) were subscribed for in the Offering. A total of 3,928,234 shares were subscribed for pursuant to the exercise of subscription rights and 430,100 shares were subscribed for without subscription rights, i.e. a total of 4,358,334 shares, representing approximately 46.9 percent of the Offer Shares. Subscriptions pursuant to the subscription commitments from Jari Ovaskainen and AMC Network Ventures LLC amount to 4,940,096 shares in addition to their pro rata subscriptions, representing approximately 53.1 percent of the Offer Shares.

The Board of Directors of Next Games has today approved all subscriptions made pursuant to the exercise of subscription rights, subscriptions made without subscription rights as well as the subscriptions made pursuant to the subscription commitments, in accordance with the terms and conditions of the Offering. The subscription price was EUR 0.86 per Offer Share and Next Games raised gross proceeds of approximately EUR 8 million through the Offering. As a result of the Offering, the number of shares in the Company will increase by 9,298,430 shares from 18,610,270 shares to 27,908,700 shares.

The Offer Shares will be registered with the Finnish Trade Register on or about 22 October 2019. The last day of trading in interim shares on Nasdaq First North Growth Market Finland market place (“First North”) will be on or about 22 October 2019. Interim shares will be combined with the existing shares of the Company on or about 23 October 2019. Trading in the Offer Shares is expected to commence on First North on or about 23 October 2019.

The Offer Shares will entitle their holders to full shareholder rights in the Company after they have been registered with the Finnish Trade Register and recorded in the Company’s shareholder register maintained by Euroclear Finland Oy.

Danske Bank A/S, Finland Branch (“Danske Bank”) acts as the lead manager in the Offering and Castrén & Snellman Attorneys Ltd as the legal advisor to the Company and Danske Bank.

Next Games

Next Games is the first publicly listed mobile game developer and publisher in Finland, specializing in games based on entertainment franchises, such as movies, TV series or books. The developers of the critically acclaimed The Walking Dead games redefines the way franchise entertainment transforms into highly engaging service-based mobile games. In summer 2018, Next Games launched The Walking Dead: Our World, which utilizes cutting edge AR technology and is powered by Google Maps. Currently Next Games is working on multiple new games based on popular entertainment franchises including, Blade Runner Nexus, for the popular Blade Runner franchise and a mobile game based on Netflix’s Stranger Things.

Important notice

The information contained herein is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South Africa, Singapore or the United States. The issue, exercise or sales of securities in the Offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.

These written materials do not constitute an offer for sale of securities in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Company has not authorised any offer to the public of securities in any member state of the European Economic Area other than Finland. With respect to each member state of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council.

The information contained herein shall not constitute a public offering of shares in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

The information contained in this document is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this document or on its completeness, accuracy or fairness. The information in this document is subject to change. Any subscription for securities should be made solely on the basis of the information contained in the offering circular to be issued by the company in due course.

This document contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as at the date of this document. The company disclaims any obligation to update any forward-looking statements contained in this document, except as required pursuant to applicable law.