Announcement from Enad Global 7's extra general meeting
Press release, Stockholm 17 December 2020
The extra general meeting of Enad Global 7 AB (publ) ("Enad Global 7" or the "Company") was held today on 17 December 2020 in Stockholm and the following resolution was passed by the meeting.
RESOLUTION REGARDING APPROVAL OF THE BOARD OF DIRECTORS' RESOLUTIONS TO ISSUE SHARES
In accordance with previously announced information, the board of directors on 2 December 2020 resolved to issue new shares, with deviation from the shareholders' preferential rights, subject to the extraordinary general meeting's subsequent approval in accordance with the following.
The extra general meeting resolved to approve the board of directors' resolution to issue a maximum of 10,516,257 shares. The total increase of the Company's share capital can amount to a maximum of SEK 420,650.28. Right to subscribe for the new shares, without the shareholders' preferential rights, shall belong to investors who have notified their interest in the accelerated book-building procedure. The subscription price for the new shares shall be SEK 82 per share, in total SEK 862,333,074. The purpose of the new share issue of shares and the reason for the deviation from the shareholders' preferential rights, is to diversify the shareholder base among Swedish and international institutional investors and at the same time raise capital at attractive terms in a time and cost efficient manner. The new share issue further aims to finance the acquisition of Daybreak Game Company LLC ("Daybreak"). All shares have been subscribed for and allotted to subscribers.
The extra general meeting also resolved to approve the board of directors' resolution to issue a maximum of 413,042 shares. The total increase of the Company's share capital can amount to a maximum of SEK 16,521.68. Right to subscribe for the new shares, without the shareholders' preferential rights, shall be attributed to Erik Nielsen (director of the board) who has notified his interest in the accelerated book-building procedure. The subscription price for the new shares shall be SEK 82 per share, in total SEK 33,869,444. All shares have been subscribed for and allotted to the subscriber.
The extra general meeting finally resolved to approve the board of directors' resolution to issue a maximum of 10,079,985 shares. The total increase of the Company's share capital can amount to a maximum of SEK 403,199.40. The right to subscribe for the shares shall, with deviation from the shareholders' priority right, be attributed to the sellers of Daybreak. The subscription price for the new shares shall be SEK 84.14 per share, in total SEK 848,129,937.90 if all shares are subscribed for. The basis for the subscription price is based on an agreement in connection with the acquisition of Daybreak, and corresponds to the volume weighted average price for the Company's share during 10 trading days prior to 1 December 2020 at Nasdaq First North Growth Market. The shares will be subscribed for and allotted in connection with completion of the acquisition of Daybreak.
In total, the share issues will result in a dilution of approximately 27 percent of the number of shares and votes in the Company after the share issues, through an increase in the number of outstanding shares from 55,621,079 to 76,630,363.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO ISSUE SHARES, WARRANTS AND/OR CONVERTIBLES
The extra general meeting resolved, in accordance with the board of directors' proposal, to authorize the board of directors until the next annual general meeting, on one or more occasions, with or without preferential rights for the shareholders, to issue shares, warrants and/or convertibles, with the right to subscribe for and convert into shares in the Company, respectively, corresponding to a maximum of 20 percent of the Company's share capital after dilution based on the number of shares in the Company at the time of the extra general meeting, to be paid in cash, through set-off or in kind. The primary purpose of the authorization is for the board of directors to be able to resolve to issue new shares, without preferential rights, in order to raise new capital which will increase the Company's flexibility or in connection with acquisitions or as payment for additional considerations in regards to already finalized acquisitions.
Issuance of new shares, pursuant of the authorization, shall be carried out in accordance with acquisition agreements or customary terms and conditions under prevailing market conditions. In connection with the above mentioned share issues, where the outcome was announced on 2 December 2020, the board of directors utilized the whole authorization, except the part relating to earn-out payments, that the extra general meeting on 29 October 2020 had granted to the board of directors. The part of the previous authorization regarding earn-out payments remains.
For the full proposal regarding the above resolutions at the extra general meeting, please refer to the notice and complete proposal which are available on the Company's website, www.enadglobal7.com.
The information in this press release has been made public through the agency of the responsible person set out below, for publication at the time stated by the company’s news distributor Cision at the publication of this press release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Robin Flodin, CEO
Phone: +46 70 477 06 34
EG7 is a group of companies within the gaming industry that develops, markets, publishes and distributes PC, console and mobile games to the global gaming market. The company employs 170+ game developers and develops its own original IP:s, as well as act as consultants to other publishers around the world through its game development divisions Toadman Studios, Big Blue Bubble and Antimatter Games. In addition, the group's marketing department Petrol has contributed to the release of 1,500+ titles, of which many are world famous brands such as Call of Duty, Destiny, Dark Souls and Rage. The group's publishing and distribution department Sold Out holds expertise in both physical and digital publishing and has previously worked with Team 17, Rebellion and Frontier Developments. The Group is headquartered in Stockholm with approximately 270 employees in 10 offices worldwide.
Nasdaq First North Growth Market Ticker Symbol: EG7
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