Hugo Games A/S launches Initial Public Offering on 8 June 2015 – publication of prospectus
Reference is made to the stock exchange notice of 4 June 2015 where Hugo Games A/S (“Hugo Games” or the “Company”) announced that the Company will launch its IPO on 8 June 2015.
The Financial Supervisory Authority of Denmark has approved a prospectus dated 3 June 2015 (the “Prospectus”) that has been prepared in connection with the IPO and listing of the Company’s shares on Oslo Axess. The Prospectus has l been passported to Norway and will, subject to regulatory restrictions in certain jurisdictions, be available on www.hugogames.com as from today. The Prospectus will also be made available on www.norne.no from 8 June 2015. The Prospectus will be available free of charge at the business offices of the Company and the Manager from the respective dates.
The board of directors of Hugo Games resolved on 3 June 2015 to complete an initial public offering of minimum 3,168,730 and a maximum of 5,000,000 new shares at a subscription price of NOK 11 per share, corresponding to minimum NOK 35 million and maximum NOK 55 million in gross proceeds. The company has entered into underwriting and pre-commitment agreements with guaranteed allocation for a total of NOK 50.5 million.
The terms and conditions of the Offering comprise the following:
(i) an institutional offering, in which Offer Shares are being offered to (a) institutional and professional investors in Norway and (b) investors outside Norway pursuant to applicable exemptions from local prospectus requirements, subject to a lower limit per application of NOK 1,000,000
(ii) a retail offering in Norway, in which Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 11,000 and an upper limit per application of the NOK 999,999 for each investor.
(iii) a retail offering in Denmark, in which Offer Shares are being offered to the public in Denmark, subject to a lower limit per application of NOK 11,000 and an upper limit per application of the NOK 999,999 for each investor.
The application period for the institutional and retail offerings will commence on 8 June 2015 at 09:00 hours (CEST) and run until 16:00 hours (CEST) on 16 June 2015, both subject to shortening and extension. The final number of Offer Shares, will be determined by the Company in consultation with the Manager after completion of the offering.
The net proceeds to the Company resulting from the Offering will allow the Company to fund marketing and further development of the game portfolio of Hugo Games.
Completion of the Offer is subject to i) the board of Hugo Games approving the final allocation of the Offer Shares to eligible investors as well as ii) Oslo Børs approving Hugo Games’ listing application to be considered at the board meeting of Oslo Børs on 17 June 2015 and Hugo Games fulfilling any conditions for listing set by Oslo Børs.
Assuming that the above conditions are satisfied, trading of the shares on Oslo Axess is expected to commence on or about 26 June 2015 under the ticker symbol “HUGO”. The Company’s executive management, board of directors as well as the key shareholders will be subject to a customary lock-up period of 180 calendar days from the first day of listing.
For further details on the Offering, please refer to the Prospectus dated 3 June 2015.
Norne Securities AS is acting as manager in connection with the Offering.
CEO and founder of Hugo Games A/S www.hugogames.com
Hugo Games A/S is a mobile gaming and licensing company located in Copenhagen, Denmark. Hugo Games develops mobile games and interactive cross-media entertainment content based on the company’s intellectual property Hugo the Troll, as well as other IP´s. Hugo Games will launch the character Hugo and other IP’s on the mobile gaming platform in 2015, mainly within the casual gaming genre. The launch and focus of Hugo Games is global.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company’s financial advisor is acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to its respective clients, or for advice in relation to the Offering, the contents of this announcement or any of the matters referred to herein. The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction.
The Offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or
where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Offering in any jurisdiction outside of Norway or Denmark in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the prospectus made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.