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PRESS RELEASE
London, United Kingdom, 3rd of December, 2020
Flexion Mobile Plc (the “Company” or “Flexion Mobile”) (Nasdaq: FLEXM) has, as communicated in its press release on 3rd of December, 2020, resolved to issue 6,534,264 new ordinary shares, directed to Swedish and international institutional investors, based on the authorization granted by the annual general meeting on 24th of September, 2020 (the “Share Issue”). Furthermore, due to the strong interest from high-quality institutional investors, as communicated separately on 3rd of December, 2020, the Company resolved to upsize the private placement by way of a secondary offering whereby certain shareholders have agreed to sell 1,179,020 existing ordinary shares (the “Secondary Offering”, and together with the Share Issue, the “Private Placement”). The subscription price in the Private Placement is SEK 14.30 per share and has been determined through an accelerated book-building procedure led by ABG Sundal Collier. In addition, the Company has resolved to issue 1,437,762 shares to the Company’s largest channel, a leading device manufacturer (“Customer”) at the same price as in the Private Placement in a separate share issue (the “Directed Share Issue”). Flexion Mobile will receive gross proceeds amounting to SEK 113,999,972 through the Share Issue and the Directed Share Issue (the Company will not receive any proceeds from the Secondary Offering).
Private Placement
The board of directors of Flexion Mobile has, based on the authorization granted by the annual general meeting on 24th of September, 2020, resolved to issue 6,534,264 new ordinary shares in the Share Issue, directed to Swedish and international institutional investors, at a price of SEK 14.30 per share corresponding to a total amount of approximately SEK 93,439,975. As the private placement attracted strong interest from high-quality institutional investors, and was multiple times oversubscribed, the Private Placement was increased by the Secondary Offering whereby four of the Company’s existing shareholders, including Mobile Sensations Ltd (a company controlled by the board members Jens and Per Lauritzson) and Palmstierna Invest (a company controlled by the chairman of the board), agreed to sell a total of 1,179,020 ordinary existing shares in the Company in the amount of approximately SEK 16.9m. In total, 7,713,284 shares were placed in the Private Placement in the total amount of approximately SEK 110m.
The subscription price in Private Placement corresponds to a discount of 10 per cent. in relation to the previous closing price on Nasdaq First North. The board of directors’ assessment is that the subscription price in the Private Placement is in accordance with market conditions, since it has been determined through an accelerated book-building procedure and arms’ length negotiations. The board of directors of Flexion Mobile concludes that the interest in the Private Placement was strong as it was multiple times oversubscribed shortly after the announcement earlier today. Subscribers in the Private Placement includes well-renowned Swedish and international institutions such as Handelsbanken Fonder, Odey Asset Management LLP and eQ Asset Management Funds.
“We are both proud and delighted to see such a level of participation in the investment round from more than 10 renowned international institutional investors. I would like to take this opportunity to welcome them all on board and look forward to an exciting journey ahead”, says Jens Lauritzson, CEO of Flexion Mobile PLC.
Directed Share Issue
In addition, the board of directors of Flexion Mobile has resolved to issue 1,437,762 new ordinary shares, directed to the Customer in a separate share issue, at the same price as in the Private Placement (i.e. SEK 14.30 per share).
Gross proceeds, dilution and increase of shares and votes etc.
In total, Flexion Mobile will receive gross proceeds amounting to SEK 113,999,972 (approximately EUR 10.1m) through the Share Issue and the Directed Share Issue. The net proceeds received from the issuance of shares will further strengthen the Company’s financial position and will be used for general corporate purposes, including accelerated tech development and increased sales capacity.
In total, the Share Issue and the Directed Share Issue will result in a dilution of approximately 16.0 per cent. of the number of shares and votes in the Company, through an increase in the number of outstanding ordinary shares by 7,972,026 to 49,698,734. The share capital will increase by GBP 15,944.0520 from GBP 83,453.4160 to GBP 99,397.4680.
The reason for the deviation from the shareholders’ preferential rights in the Shares Issue and Directed Share Issue is to broaden the ownership base in the Company among Swedish and international institutional investors and take the opportunity to raise capital on favourable terms in a time- and cost-effective manner.
Advisors
ABG Sundal Collier (“ABG”) has been appointed Sole Bookrunner. Gernandt & Danielsson Advokatbyrå acts as legal counsel in connection with the Private Placement and the Directed Share Issue.
Responsible party
This information is such information Flexion Mobile is obliged to make public in accordance with the (EU) Market Abuse Regulation 596/2014. The information in this press release has been made public through the agency of the responsible person set forth below for publication at the time stated by Flexion Mobile’s news distributor Cision at the publication of this press release. The responsible person below may be contacted for further information.
For more information, please contact:
Niklas Koresaar CFO, Email: ir@flexionmobile.com. Tel: +44 207 351 5944
About Flexion Mobile Plc:
Flexion offers a distribution service for free-to-play Android games. Using the service developers can distribute their games in multiple channels like Huawei, Amazon, Samsung, Xiaomi and ONE Store. These are channels that the developers are struggling to reach and support. At the core of Flexion’s service is the patented enabling and enhancement software that converts developer’s existing Android games into specific game versions for the new stores without any work required by the developers. Flexion Mobile Plc is listed on Nasdaq First North Growth Market, Shortname: FLEXM. Certified Adviser is FNCA Sweden AB, +46(0)8-528 00 399, info@fnca.se.
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. 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, or a solicitation of any offer, to buy or subscribe for any securities in Flexion Mobile in any jurisdiction, neither from Flexion Mobile nor from someone else.
This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares. Any investment decision in connection with the Private Placement must be made on the basis of all publicly available information relating to the Company and the Company’s shares. Such information has not been independently verified by the ABG. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. ABG is acting for the Company in connection with the transaction and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the transaction or any other matter referred to herein.
This announcement does not constitute a recommendation concerning any investor’s option with respect to the Private Placement. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, South Africa, Switzerland, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Flexion Mobile has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the Private Placement. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” who are (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s and the group’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company and the group operate. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless it is not required by law or Nasdaq First North Growth Market’s rule book for issuers.
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 ordinary shares in Flexion Mobile 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 ordinary shares in Flexion Mobile may decline and investors could lose all or part of their investment; the ordinary shares in Flexion Mobile offer no guaranteed income and no capital protection; and an investment in the ordinary shares in Flexion Mobile 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 Private Placement. Furthermore, it is noted that, notwithstanding the Target Market Assessment, ABG will only procure investors who meet the criteria of professional clients and eligible counterparties.
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 ordinary shares in Flexion Mobile.
Each distributor is responsible for undertaking its own target market assessment in respect of the ordinary shares in Flexion Mobile and determining appropriate distribution channels.