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Scout Gaming Group AB (publ) (“Scout” or “The Company”) today announces that the Company successfully has completed two directed share issues amounting to approximately SEK 36 million, corresponding to approximately 3.0 million shares in the Company.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND, SOUTH KOREA OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR SUBJECT TO LEGAL RESTRICTIONS. PLEASE SEE IMPORTANT INFORMATION BELOW.
The Board of directors of Scout has, based on the authorization granted by the Annual General Meeting on May 23, 2019, resolved on a directed issue of 1,330,362 shares through a so-called accelerated “book building” procedure (the ”Share Issue”) and on a directed share issue to the existing US shareholder Tekkorp Holding LCC and the Santa Monica-based institutional investor Topline Capital Partners of approximately 1,638,750 shares (the “Directed Share Issue”). The Company receives approximately SEK 16 million before transaction costs from the Share Issue and approximately SEK 20 million before transaction costs from the Directed Share Issue, equal to a total amount of approximately SEK 36 million.
The subscription price has been set to SEK 12 per share through the accelerated book building procedure, which corresponds to a 10.5 percent discount compared to the average volume-weighted price of the Company’s share on the Nasdaq First North Growth Market over the past 30 days. The subscription price in the Directed Share Issue has been set to the same price as in the Share Issue.
The Share Issue was directed to Swedish and international institutional investors. In order to facilitate the execution of the Share Issue, the new shares have initially been subscribed for by ABG Sundal Collier AB at a price corresponding to the shares’ quota value. The shares will be transferred to the new and existing shareholders in the Company in accordance with agreements entered between ABG Sundal Collier and the actual investors. Existing shareholders that have subscribed for shares in the Share Issue include Provobis and Knutsson Holding. In addition, the listed company Enlabs AB (publ) has subscribed through a subsidiary. In connection with received payment from investors in the Share Issue, which is expected to occur around January 24, 2020, the Company will receive the remaining amount, i.e. the difference between the quota value and the price in the Share Issue.
“Scout Gaming is undergoing an intensive launch phase where we accelerated our growth during the second half of 2019. We have been approached by strategic investors who are important to the company and are pleased to be able to execute this transaction. With the transactions, we have financial flexibility and room for strong growth over the next years”, comments Scout’s CEO Andreas Ternström.
The reason for the deviation from the shareholders’ preferential rights is mainly to raise capital in a time- and cost-efficient manner. Through the Share Issue and the Directed Share Issue, Scout’s product offering will be further strengthened, and the geographical expansion continue.
After the registration of the Share Issue and the Directed Share Issue, the total number of shares in the Company will amount to 17,502,567 shares. The Company’s share capital will increase with approximately SEK 156,269 to SEK 921,188. The Share Issue and the Directed Share Issue entails a dilution of approximately 17 percent of the number of shares in Scout after the Share Issue and the Directed Share Issue.
In connection with the Share Issue, the Company has appointed ABG Sundal Collier as Sole Lead Manager and Bookrunner and Advokatfirman Delphi as legal counsel.
For additional information, please contact:
Andreas Ternström, CEO, Scout Gaming
Tel: +46 706 770 660
Billy Degerfeldt, CFO & Investor Relations
Tel: +46 758 16 68
About Scout Gaming Group
Scout Gaming Group is a licensed and regulated provider of B2B Daily Fantasy Sports. The company offers a flexible and customizable network-based Fantasy Sports solution with support for most sports and leagues through an in-house StatCenter which also provides real-time information to players. Local sports can be provided on request. The Group is headquartered in Stockholm, Sweden with development and operations in Bergen, Norway and Lviv, Ukraine. Sales, support and product management is handled from the office in Malta. Scout Gaming is listed on Nasdaq First North Growth Market and the Certified Adviser is Redeye AB. Contact details: Certifiedadviser@redeye.se, +46 (0)8 121 576 90.
This constitutes information that Scout Gaming Group (publ) is legally obliged to publish under the EU’s Market Abuse Regulation. The information was released for publication, through the agency of the contact persons above, on 21 January 2020 at 22:00 p.m. CET.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in Scout Gaming Group AB (publ) in any jurisdiction, from Scout Gaming Group AB (publ), ABG Sundal Collier AB or any other entity. The information in this press release will not and may not be copied, published or distributed, within or into Australia, Hong Kong, Japan, Canada, New Zeeland, Singapore, South Africa, Switzerland, South Korea the United States or in any other jurisdiction where such distribution would be illegal or would be subject to registration other measures. 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 to acquire securities in the United States. The securities referenced here have not and will not be registered in accordance with the Securities Act of 1933 (“Securities Act”), and may not be offered or sold in the United States absent registration, an exemption from registration, or unless they are part to a transaction which is not subject to registration from the Securities Act. There will be no public offering in the United States to acquire the shares referenced here.
This press release does not constitute a recommendation for any investors’ decision regarding the rights issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Previously achieved results do not provide guidance for future results.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares in Scout Gaming Group have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares in Scout Gaming Group may decline and investors could lose all or part of their investment; the shares in Scout Gaming Group offer no guaranteed income and no capital protection; and an investment in the shares in Scout Gaming Group is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares in Scout Gaming Group.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Scout Gaming Group and determining appropriate distribution channels.