The Board of Directors of Gaming Corps AB has resolved to carry out a new issue of 4,000,000 shares at a subscription price of SEK 2.50 per share, corresponding to issue proceeds of SEK 10 million, to Svea Bank AB (the “Directed Issue”). The Directed Issue is carried out with a deviation from the shareholders’ preferential right and with the support of the authorization from the annual general meeting on 28 June 2022. The subscription price has been determined by the Board of Directors of the Company and corresponds to a [premium] of approximately 7,8 percent calculated on a volume-weighted average share price (VWAP) during the last 20 trading days, up to and including 12 December 2022.
” I would like to take this opportunity to thank SVEA BANK AB on behalf of the management for this investment, especially when the market situation looks as it does with uncertainties in several areas, not least in the listed environment. We have several ongoing game certifications and game titles in development, in addition to several new approvals in regulated markets where we engage local legal advisors for the processes. Here we are anxiously awaiting the opinion from each market for me to be able to notify you, our shareholders”, says Juha Kauppinen, CEO.
” The Board of Directors has been working for some time to find the most favorable financing solution for the shareholders and the Company. With the current market situation, we have seen that the conditions for raising capital have been very costly and directly harmful to the company and the shareholders. By adding capital through SVEA BANK’s investment, we strengthen our cash position and give the company greater financial flexibility, which gives us a good basis for future investments in the business”, comments Claes Tellman, Chairman of the Board of Gaming Corps.
THE DIRECTED ISSUE
The Board of Directors of Gaming Corps has today, on 13 December 2022, resolved on a new issue of 4,000,000 shares with deviation from the existing shareholders’ preferential rights and with support from the authorization given at the annual general meeting on 28 2022. The subscription price for the shares in the Directed Issue has been determined by the Board of Directors at SEK 2.50 per share and will be paid in cash. The subscription price corresponds to a [premium] of approximately 7,8 percent calculated on the basis of a volume-weighted average price (WVAP) per trading day for the Company’s share on Nasdaq First North Growth Market during the last 20 trading days up to and including 12 December 2022. The Directed Issue has been subscribed by Svea Bank AB and will provide the Company with issue proceeds of SEK 10 million.
CHANGES IN SHARE CAPITAL, SHARES AND VOTES AND DILUTION
The Directed Issue results in an increase of the Company’s share capital by a maximum of SEK 200,000.01, from SEK 2,707,625.06 to SEK 2,907,625.07. The number of shares and votes will increase by a total of 4,000,000, from 54,152,501 to 58,152,501. The execution of the Directed Issue results in a dilution of approximately 6.88 percent for existing shareholders in relation to the total number of outstanding shares and votes in the Company.
DEVIATION FROM SHAREHOLDER PREFERENTIAL RIGHTS
The rationale of the Directed Issue and the reason for the deviation from the shareholders’ preferential rights is to carry out a capital raise in a time- and cost-effective manner. The Board of Directors has evaluated the possibility of carrying out a preferential rights issue in first hand. The Company has weighed the advantages and disadvantages of a preferential rights issue in comparison to a directed share issue and concluded that a preferential rights issue (i) would be significantly more time-consuming, which could risk the Company missing out on potential growth opportunities, (ii) would lead to significantly higher costs for the Company, mainly attributable to procurement of a guarantee consortium and legal costs, (iii) would expose the Company to higher market volatility, especially given current market conditions, and (iv) would likely have had to be implemented at a lower subscription price (with a discount instead of a [premium]) and would result in a higher dilution effect, which would have been negative to all shareholders. In addition, the Board of Directors considers it positive that the institutional ownership in the Company is strengthened through the Directed Issue. The Board of Director’s overall assessment is thus that the reasons for carrying out the Directed Issue in this manner, and in this specific situation, outweigh the reasons that justify the main rule of issuing shares with preferential rights for existing shareholders, and that a new share issue with a deviation from the shareholders’ preferential rights is thus in the best interest of the Company and all shareholders.
Baker McKenzie is the Company’s legal advisor in the Directed Issue.