The Board of Directors convenes an Extraordinary General Meeting to decide on the previously announced rights issue of approximately SEK 101 million
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The Board of Directors of Scout Gaming Group AB (the “Company" or "SGG") has, in accordance with the intention announced on 30 June 2022, today resolved to propose the Extraordinary General Meeting to resolve on a rights issue of not more than 202,680,423 shares with preferential rights for the Company's existing shareholders at a subscription price of SEK 0.50 (the "Rights Issue"). The Rights Issue is carried out to strengthen the Company's financial position, expand its sales and market activities and its product development. The Rights Issue is fully guaranteed through subscription undertakings of SEK 46 million and underwriting undertakings of approximately SEK 55 million. No remuneration will be paid for the subscription undertakings or the underwriting undertakings. Shares subscribed for under the subscription undertakings and underwriting undertakings are subject to lock-up for a period of nine (9) months.
The Rights Issue resolution is conditional on the Extraordinary General Meeting also resolving to increase the limits on the share capital and the number of shares in the Articles of Association. The Extraordinary General Meeting is also proposed to amend the Articles of Association so that future General Meetings can be held in, besides Sigtuna Municipality (seat of the Board), Stockholm Municipality, Malmö Municipality, and Vellinge Municipality. Notice to the Extraordinary General Meeting to resolve on the Rights Issue and the amendment of the Articles of Association will be published through a separate press release.
The Rights Issue in short
- The Rights Issue comprises not more than 202,680,423 shares, representing an increase in the share capital of not more than SEK 10,667,390.97.
- Shareholders who are registered in the share register maintained by Euroclear Sweden AB on the record date 6 September 2022 will receive one (1) subscription right for each share held. One (1) subscription right entitles the holder to subscribe for nine (9) new shares in the Company.
- The subscription price is SEK 0.50 per share.
- The subscription period for the Rights Issue will tentatively take place from 8 September 2022 to 22 September 2022.
- Trading in subscription rights is expected to take place between 8 September 2022 and 19 September 2022.
- The Rights Issue is 100 per cent guaranteed, of which approximately SEK 46 million through subscription undertakings and approximately SEK 55 million through underwriting undertakings, which have been entered into by the existing shareholders Topline Capital Partners LP, Scobie Ward, Novobis AB, Knutsson Holdings AB and Erlinghundra AB. No remuneration will be paid for the subscription underwritings and underwriting undertakings.
- Shares subscribed for under subscription undertakings and underwriting undertakings may not be disposed of without the prior consent of the Company for a period of nine (9) months after the date of allotment of shares in the Rights Issue (so called lock-up).
- In the event that Topline Capital Partners LP's underwriting undertakings is fully utilised, Topline Capital Partners LP's holding in the Company will amount to approximately 30.30 per cent after allocation of shares in the Rights Issue, which triggers a so-called mandatory offer obligation. In order to avoid a potential mandatory offer situation, Topline Capital Partners LP has undertaken to, within four (4) weeks from the date on which the bid obligation arises, divest shares to the extent necessary for the mandatory offer obligation to cease.
- Complete terms and conditions for the Rights Issue will be included in the notice to the Extraordinary General Meeting, which will be published through a separate press release.
- An EU prospectus and application form will be available before the start of the subscription period on the Company's website www.scoutgaminggroup.com. The expected date for publication of the prospectus is 6 September 2022.
Background and rationale for the Rights Issue
In June 2022, the Company announced that it had initiated extensive restructuring. In part, the Company reduced the number of employees and employed consultants. The Company also created a new management team focused on finance, sales and product. The change is intended to create a better functioning organization that is more cost-effective and fast-paced to serve the Company's existing customers and partners to a higher degree. The restructuring also represents a significant cost saving for SGG of approximately SEK 32 million on an annual basis. The Company's objective is to increase the number of new B2B contracts while increasing engagement with existing customers, particularly in the European market. This to increase the Company's revenues and achieve profitability over the next 12 months. The restructuring will help the Company to achieve these objectives.
According to the Board of Directors of the Company the existing working capital is not sufficient to meet the Company's needs for the next twelve-month period. For this reason, the Company convenes the Extraordinary General Meeting in order to carry out the Rights Issue and to strengthen the financial position of the Company in order to implement the Company's business plan and strategy.
- Increased sales and marketing activities, about 15 per cent
- Operating expenses, variable and fixed costs, approximately 35 per cent
- Further development of the Company's product offering, approximately 10 per cent
- Offsetting or repayment of previous bridge financing, approximately 40 per cent
Subscription underwritings and underwriting undertakings
The Rights Issue is 100 per cent guaranteed, of which approximately SEK 46 million through subscription undertakings and approximately SEK 55 million through underwriting undertakings. The subscription undertakings and underwriting undertakings have been entered into by the existing shareholders Topline Capital Partners LP, Scobie Ward, Novobis AB, Knutsson Holdings AB and Erlinghundra AB. No remuneration will be paid for the subscription undertakings and underwriting undertakings.
The underwriting undertakings are not secured by pledges, bank guarantees or similar arrangements. In the event that the Rights Issue is fully subscribed, the underwriting undertakings will be cancelled. Details of the parties who have entered into the subscription undertakings and underwriting undertakings will be included in the EU Growth Prospectus to be published on or about 6 September 2022.
Lock-up
All shares subscribed for through the subscription undertakings and underwriting undertakings are subject to so called lock-up, meaning that the shares allotted under the undertakings may not be sold without the prior consent of the Company. The lock-up undertaking applies for a period of nine (9) months after the allotment of shares in the Rights Issue and is subject to customary exemptions, as well as a special exemption to avoid bidding obligations as described under "Mandatory offer" below.
Mandatory offer
In the event that Topline Capital Partners LP's underwriting undertaking is fully utilised, Topline Capital Partners LP's holding in the Company will amount to approximately 30.30 per cent after allotment of shares in the Rights Issue, representing more than three-tenths of the voting rights of all shares in the Company. In such circumstances, Topline Capital Partners LP is obliged to submit a takeover bid for the remaining shares in the Company (so called mandatory offer).
In order to avoid a potential mandatory offer situation, Topline Capital Partners LP has undertaken to, within four (4) weeks from when the mandatory offer obligation arises, divest shares to the extent necessary for the mandatory offer obligation to cease. Topline Capital Partners LP's lock-up includes a specific exception to allow such divestment of shares.
Extraordinary General Meeting
The Board of Directors will convene an Extraordinary General Meeting to be held on 1 September 2022 to decide on the Board of Directors' proposal on the Rights Issue and to increase the limits on the share capital and the number of shares in the Articles of Association. The Extraordinary General Meeting is also proposed to amend the Articles of Association so that future General Meetings can be held in, besides Sigtuna Municipality (seat of the Board), Stockholm Municipality, Malmö Municipality, and Vellinge Municipality. Existing shareholders representing approximately 46 per cent of the capital and votes of the Company have committed to vote in favour of the proposed resolutions. Notice to the Extraordinary General Meeting will be announced through a separate press release.
Preliminary timetable for the Rights Issue
| 1 September 2022 | Extraordinary General Meeting resolves on the Rights Issue |
| 2 September 2022 | Last day of trading including entitlement to subscription rights |
| 5 September 2022 | First day of trading excluding entitlement to subscription rights |
| 6 September 2022 | Record date for participation in the Rights Issue |
| 6 September 2022 | Expected date for publication of EU Growth Prospectus |
| 8 - 22 September 2022 | Subscription period for the Rights Issue |
| 8 September 2022 | First day of trading in subscription rights and prepaid subscribed shares |
| 19 September 2022 | Last day for trading in subscription rights |
| 26 September 2022 | Estimated date for announcement of the outcome of the Rights Issue |
Number of shares, share capital and dilution
Provided that the Extraordinary General Meeting resolves on the Rights Issue and to increasing the limits of the share capital and the number of shares in the Articles of Association, the Rights Issue may increase the share capital by not more than SEK 10,667,390.97 from approximately SEK 1,185 265.66 to not more than approximately SEK 11,852,656.63 and the number of shares by not more than 202,680,423 shares from 22,520,047 shares to not more than 225 200 470 shares, corresponding to a dilution of approximately 90 per cent of the total number of shares and votes in the Company.
Advisor
Corpura Fondkommission AB is financial advisor and Eversheds Sutherland Advokatbyrå AB is legal advisor to the Company in connection with the Rights Issue.
For additional information, please contact:
Niklas Braathen, Chairman of the Board
Phone: +46 705 25 27 77
E-mail: [email protected]
Niklas Jönsson, Chief Financial Officer and Acting CEO
Phone: +46 725 49 41 73
E-mail: [email protected]
About Scout Gaming Group
Scout Gaming Group AB (publ) is a licensed and regulated full range supplier within Fantasy Sports. The company offers a flexible and customizable network-based service with support for most sports and leagues. The Group is headquartered in Stockholm, Sweden with development and operations in Bergen, Norway and Lviv, Ukraine. Sales, support and product development is handled by the office in Malta. For more information about the company, please visit scoutgaminggroup.com. Scout Gaming Group AB (publ) is listed on Nasdaq First North Growth Market and the Certified Adviser is Redeye AB. Contact details: [email protected],+46 (0)8 121 576 90.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced, or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SGG in any jurisdiction, either from SGG or from someone else. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction.
This press release does not constitute a recommendation concerning any investor’s option with respect to the rights issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the “Securities Act”), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada , Japan, Hong Kong, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
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