The directed issue of shares to the public in Flexion was oversubscribed. The proceeds amount to approximately MSEK 25.3 from more than 2,300 subscribers.

THIS PRESS RELEASE IS NOT INTENDED FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, SINGAPORE, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF FLEXION MOBILE PLC. SEE ALSO SECTION “IMPORTANT INFORMATION” BELOW.

London, 8 December 2022

The final outcome in Flexion Mobile Plc’s ("Flexion" or the "Company") (Nasdaq: FLEXM) directed issue of shares to the public, that was announced on 29 November 2022 (the "Offering"), shows that the Offering was oversubscribed totalling 2,300 subscribers. The subscription price in the Offering has been set to SEK 13.64 per share and the number of shares in the Offering has been set to 1,855,404. The Board of Directors of Flexion has today resolved on allocation of shares in accordance with the allocation principles set out in the information memorandum that was made public on 29 November 2022 and on the issue of the shares in the Offering.

The Offering in brief

The Offering comprised no more than 2,100,000 new shares, however the Offering could not amount to more than MEUR 2.5 (corresponding to approximately MSEK 25.3) and was directed to the public in Sweden. The purpose of the Offering, and the reason for the deviation from the shareholders’ preferential rights, was to increase the market’s knowledge of Flexion, obtain a wider distribution of the ownership of the Company’s shares to create prerequisites for a more liquid trading in the share, as well as to finance growth investments and the ongoing acquisition strategy.

The outcome

As the Offering could not amount to more than MEUR 2.5, corresponding to approximately MSEK 25.3, the number of shares in the Offering has been set to 1,855,404, based on the set subscription price of SEK 13.64 per share. The subscription price has been set based on the volume weighted average price for the Company’s share on Nasdaq First North Growth Market between 30 November up to and including 8 December 2022, with a discount of ten (10) percent. The Company receives proceeds of approximately MSEK 25.3, before deduction of transaction costs. The Offering entails a dilution of approximately 3.4 percent of the number of shares and votes in the Company, based on the number of shares in Flexion after the Offering.

Through the Offering, Flexion’s share capital will increase by GBP 3,710.8080, from GBP 104,723.3380 to GBP 108,434.1460, and the number of shares and votes in Flexion will increase by 1,855,404 shares and votes, from 52,361,669 shares and votes to 54,217,073 shares and votes.[1] Notification of allotment of shares to subscribers in the Offering is expected to be made around 9 December 2022 through a settlement note sent to subscribers that have received allocation in the Offering. Delivery of shares to subscribers who have received allocation is expected to occur around the same date.

Comment from CEO Jens Lauritzson
“We are delighted that so many in Avanza’s large customers base have become aware of Flexion’s very rapid and profitable growth story. This is thanks to our unique service offering which is based on our patented technology that enables game developers around the world to effortlessly increase their gaming revenues”, says Jens Lauritzson, CEO and co-founder of Flexion, and continues:

“That fact that the issue was oversubscribed in this turbulent market, demonstrates that Avanza’s broad customer base sees great potential in our share. With the strengthened cash position and our already strong market position, we look forward to an exciting journey with our new shareholders.”

Advisors

Avanza Bank AB acts as financial advisor and Gernandt & Danielsson Advokatbyrå acts as legal counsel in connection with the Offering.

For more information contact:

Niklas Koresaar
Chief Financial Officer
+44 207 351 5944

[email protected]

This information was submitted for publication, through the agency of the contact persons set out above, on 8 December 2022, at 22:00 (CET).

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Flexion. No prospectus has been or will be prepared. Any invitation to the persons entitled to subscribe for shares in Flexion has been made solely through the information memorandum, which Flexion published on 29 November 2022. No action has been taken, or will be taken, by Flexion to allow an offer to the public in jurisdictions other than Sweden. This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore, the United States or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or would entail such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws. No new shares have or will be registered under the United States Securities Act of 1933, as amended (“Securities Act”), or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, used, pledged, sold, resold, allotted, delivered or transferred, directly or indirectly, into or within the United States, other than pursuant to an exemption from, or in a transaction that is subject to, the registration requirements of the Securities Act. The Offering is not aimed for individuals with residence Australia, Hong Kong, Japan, Canada, New Zealand, South Africa, South Korea, Switzerland, Singapore, the United Kingdom, the United States nor in any other jurisdiction where participation would require additional prospectus, registration or other arrangements aside from what is required under Swedish law system.

Forward-looking statements

This press release contains certain forward-looking statements that reflect Flexion’s current views and expectations of future events, as well as financial and operational development, including statements regarding the Offering and statements regarding guidance, planning, outlook and strategies. Words that are "intended", "assessed", "expected", "planned", "estimated", "can", and other terms that imply indications or predictions regarding future developments or trends and which are not based on historical facts, are forward-looking information. Although Flexion believes that these statements are based on reasonable assumptions and expectations, Flexion cannot guarantee that such forward-looking statements will be realized. Since these forward-looking statements include both known and unknown risks and uncertainties, actual outcomes may differ materially from what is stated in forward-looking information. Forward-looking statements in the press release are valid only at the time of the press release and are subject to change without notice. The Company makes no commitment to publish updates or revisions to forward-looking statements as a result of new information, future events or the like in addition to what is required by applicable laws or stock market regulations.