Nitro Games’ Board of Directors has resolved, subject to approval on the Annual General Meeting, on a SEK 45 million funding from Nordisk Film Games
The board of directors of Nitro Games Oyj (publ) (“Nitro Games” or the “Company”) has resolved, subject to approval by shareholders at the Annual General Meeting (the “AGM”), on a funding package consisting of a directed new issue of 3,333,333 shares at a subscription price of SEK 7.5 per share, which is expected to raise proceeds of SEK 25.0 million to the Company before issue costs, and a convertible loan agreement, which is expected to raise proceeds of SEK 20.0 million to the Company before issue costs. The proceeds will primarily be used for the further development of the Company’s game portfolio of shooter games.
The subscriber in the directed share issue is Egmont Holding Oy (”Nordisk Film Games”). Nordisk Film Games has agreed to a lock-up period of 24 months according to customary terms and will receive two board seats in connection with this transaction.
The Company intends to publish a notice convening the AGM on Friday, 17 April 2020, which is expected to be held on 8 May 2020. Shareholders representing 43.49% of all shares and votes have agreed to vote in favor of this funding package at the AGM.
The subscription price in the share issue corresponds to approximately 21.56 percent premium, compared to the volume weighted average trading price of the last 30 trading days.
The share issue increases the total number of shares from 4,992,897 to 8,326,230. For existing shareholders, the share issue will result in a dilution of approximately 40.03 percent.
The convertible loan has a 24 month maturity and 0 percent annual interest rate. Nordisk Film Games has the option to use the convertible loan to subscribe for shares against the unpaid principal of the loan, until the entire loan has been repaid. The subscription price is SEK 9.0 per share. If Nordisk Film Games would subscribe the full amount, the total number of shares would increase from 8,326,230 to 10,548,452, and result in a dilution of approximately 21.07 percent.
The reason for the deviation from the shareholders’ pre-emptive rights for the share issue and the convertible loan is to strengthen the shareholder base with a qualified and long-term investor with industry expertise and also in a cost-effective and timely manner raise capital to improve the Company’s financial position and to enable the further development and growth of the Company’s business. The board is of the opinion that the share issue and the convertible loan will be of benefit to the Company and, therefore, to all its shareholders.
Smartius Oy has acted as legal adviser to the Company in the transaction.
”We are proud to welcome Nordisk Film Games to join Nitro Games as a leading shareholder. They support our vision of Nitro Games becoming a household name in the category of shooter games on mobile. This funding package strengthens our abilities in successfully executing our strategy and building shareholder value. I am looking forward to a successful long-term partnership.” says Jussi Tähtinen, CEO & Co-Founder of Nitro Games Oyj.
”We have followed the company for a long time and are now happy to join Nitro Games as an active long-term shareholder. We are excited about the teams’ capabilities, their strategy and the great opportunities within the shooter games category on mobile. Nitro Games fits perfectly into our portfolio of game studios and we look forward to supporting them in building new great games and evolving their studio,” says Mikkel Weider, Managing Director at Nordisk Film Games.