Remedy Entertainment Plc | Inside information 6:30 pm (EET) 18 February 2021
Remedy announces its intention to offer shares in Remedy to institutional investors
Not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, South Africa, Japan, New Zealand, Singapore or in any other jurisdiction in which publication or distribution would be prohibited by applicable law.
Remedy Entertainment Plc (the ”Company” or “Remedy”) intends to offer up to 1,000,000 new shares in the Company (the ”Issue Shares”) to a limited number of domestic and international institutional investors in a directed share issue in deviation from the shareholders’ pre-emptive subscription rights (the ”Share Issue”). The Issue Shares would correspond to approximately 8.28 per cent of all the shares and voting rights in the Company immediately prior to the Share Issue.
The Share Issue is being conducted, subject to the satisfaction of certain conditions, as an accelerated book-building process carried out by Carnegie Investment Bank AB, Finland Branch and Alexander Corporate Finance Ltd to a selected group of institutional investors. The subscription price of the Issue Shares will be determined by the bids received in the accelerated book-building process. The book-building will begin immediately, and it is expected to end no later than 19 February 2021 at 9:00 am EET. The book-building may, however, be closed at any time during the book-building period. The Board of Directors of the Company will decide on the execution of the Share Issue, including the number and the subscription price of the Issue Shares, immediately after the close of the book-building process. The result of the Share Issue will be published on or about 19 February 2021.
The Issue Shares are expected to be registered with the Finnish Trade Register on or about 25 February 2021 and trading in the Issue Shares is expected to commence on Nasdaq First North Growth Market Finland, a multilateral trading facility maintained by Nasdaq Helsinki Ltd., on or about 26 February 2021. The Issue Shares will rank pari passu in all respects with the existing shares of the Company once they have been registered with the Finnish Trade Register. The Share Issue is based on the authorization to issue new shares in deviation from the shareholders’ pre-emptive subscription rights, granted to the Board of Directors by the Annual General Meeting held on 6 April 2020.
In connection with the Share Issue, the Company has, subject to certain customary exceptions, undertaken not to issue or sell shares in the Company during a period of 90 days after the completion of the Share Issue.
Carnegie Investment Bank AB, Finland Branch and Alexander Corporate Finance Ltd are acting as the Joint Global Coordinators and Joint Bookrunners in the Share Issue. Castrén & Snellman Attorneys Ltd is acting as the legal advisor for the Joint Global Coordinators and Joint Bookrunners. Nordia Attorneys at Law Ltd is acting as the legal advisor for the Company.
Reasons for the Share Issue and Use of Proceeds
The objective of the Share Issue is to support Remedy’s updated strategy. The Company intends to use the proceeds of the Share Issue to finance the development of future game projects and possible self-financing and self-publishing of the selected future games as well as on the development of internal capabilities.
The Share Issue is expected to allow the Company, in an affordable and prompt manner, to obtain financing for the implementation of the updated strategy on terms that, according to the assessment of the Company’s Board of Directors, will be more beneficial than the terms that would otherwise be available.Therefore, there are weighty financial reasons for deviating from the shareholders’ pre-emptive subscription right. According to the Board of Directors’ assessment, the subscription price per Issue Share is expected to be in accordance with market conditions since it will be determined through the accelerated book-building process. In addition, by increasing the number of shareholders especially outside Finland, the liquidity of the Company’s share and visibility in the international capital markets will improve.
Remedy Entertainment Plc
Tero Virtala, Chief Executive Officer
Phone: +358 9 435 5040
Lauri Haavisto, Senior Manager, Investor & Talent Relations
Phone: +358 9 435 5040
Alexander Corporate Finance Oy, Certified Adviser
Phone: +358 50 520 4098
REMEDY IN BRIEF
Remedy Entertainment Plc is a globally successful video game company known for story-driven and visually stunning console and computer games such as Control, Alan Wake and Max Payne. Remedy also develops its own Northlight game engine and game development tools.
Founded in 1995 and based in Finland, the company employs over 280 game industry professionals from 30 different countries. Remedy is listed on the Nasdaq First North Growth Market Finland marketplace. www.remedygames.com
The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions.
The information contained herein is not for publication or distribution, directly or indirectly, wholly or partly, in or into Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or the United States or in any other jurisdiction in which publishing or distributing would be prohibited by applicable law. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.
This release does not constitute a prospectus as defined in the Prospectus Regulation ((EU) 2017/1129) and as such, does not constitute or form part of and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity.
This release is directed only to persons who are (i) outside the United States; (ii) persons who are resident in a Member State of the European Economic Area and are a qualified investor (within the meaning of Article 2(1)(e) of the Prospectus Regulation (EU) 2017/1129); and (iii) as regards the United Kingdom, (a) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); (b) high net worth entities; and (c) an other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (persons a-c “Relevant “Person). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. No one who is not a Relevant Person shall act on the basis of this release.
This release does not constitute an offer for sale of securities in the United States. The shares may not be offered or sold within the United States absent of registration or an exemption under the U.S. Securities Act 1933 (as amended). The Company has not registered and it does not intend to register, any portion of the offering in the United States, and it does not intend to conduct a public offering in the United States.