Media and Games Invest: Bond Prospectus – Initial Bond Issue 2022
This leaflet (the “Prospectus”) has been prepared by Media and Games Invest SE, a Societas Europaea (SE) company incorporated in Malta with reg. nope. SE 15 and having its registered office at 168 St Christopher Street, Valletta VLT 1467 (“MGI”, the company” or the “Transmitter“), concerning the request for admission to trading of EUR 175,000,000 of variable rate redeemable senior covered bonds issued on June 21, 2022 with the ISIN code SE0018042277 (the “Initial obligations“),
issued under the Company’s bond for a maximum amount of EUR 300,000,000 (the “Obligations“), on the list of corporate bonds on Nasdaq Stockholm in accordance with the terms and conditions of the Bonds (the “Terms”). The Company is a parent company in a group composed of several subsidiaries (together referred to as the “Group”). References to “Initial Guarantors” means Aeria Games GmbH, gamigo AG, gamigo Publishing GmbH, gamigo US Inc., gamigo
Inc., Kings Holding Inc., Kingsisle Entertainment Inc., Verve Group Europe GmbH and Verve Group Inc. (and each a “Guarantor“). References to the “Curatorrefers to Nordic Trustee & Agency AB (publ), Registration No. 556882-1879, Box 7329, 103 90 Stockholm, Sweden.
The Prospectus has been prepared by the Company in accordance with Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 relating to the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. market, and repealing Directive 2003/71/EC, as amended (the “Rules Prospectus“). The Prospectus has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with Article 20 of the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulations and such approval should not be considered an endorsement of the Group or an endorsement of the values. movables offered. Swedish Financial Supervision does not guarantee that the information contained in the Prospectus is correct or complete. Swedish law applies to the Prospectus. Disputes arising out of the Prospectus and related legal matters will be settled exclusively by the
Swedish court, with the Stockholm District Court being the first instance. The Prospectus has been prepared in English only and is available on the Company’s webpage (https://mgi-se.com/investor-relations/bonds),on the Swedish Financial Supervisory Authority webpage (www.fi.se), the European SSecurities and Markets Authority web page (esma.europa.eu).
The Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Bonds in any jurisdiction. It has been prepared solely for the purpose of listing the Bonds on Nasdaq Stockholm. The Prospectus may not be distributed in any country where such distribution or transfer requires additional prospectuses, registration or additional steps or is contrary to the rules and regulations of that country. Persons in possession of the Prospectus or any person
who acquire the Bonds are therefore required to inform themselves about and observe these restrictions. The Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any United States securities law and may not be subject to the requirements of United States tax laws.
The Bonds may not be offered, sold or delivered in the United States of America or to, or on behalf of or for the benefit of U.S. Persons (as defined in Rule 902
of Regulation S under the Securities Act). The Company has not undertaken to register the Bonds under the Securities Act or any United States securities law or to affect an exchange offer for the Bonds in the future. Furthermore, the Company has not registered the Bonds under the securities laws of any country. It’s the the obligation of the investor to ensure that offers and sales of The Bonds comply with all applicable securities laws.
The figures included in the Prospectus have, in certain cases, been rounded and, therefore, the tables contained in the Prospectus do not necessarily add
at the top. All financial amounts are in euros (“EUR”) or Swedish Krona (“SEK“), unless otherwise indicated. Except as expressly provided herein, no financial information in the Prospectus haudited or reviewed by the Company’s auditor. The financial information relating to the Company in the Prospectus which is is not part of the information audited or reviewed by the Company’s auditor, as set forth herein, is derived from accounting and reporting systems.
Amounts payable under the Bonds are calculated by reference to EURIBOR, which is provided by the European Money Markets Institute. As of the date of the Prospectus, the administrator of EURIBOR is entered in the register of administrators of ESMA in accordance with Article 36 of Regulation (EU) 2016/1011 (the “Reference regulations“).
The Prospectus contains certain forward-looking statements and opinions. Forward-looking statements are statements that do not relate to historical facts and events and such statements and opinions relating to the future which, by example, containing words such as “believes”, “estimates”, “anticipates”, “expects”, “assumes”, “plans”, “intends”, “could”, “will”, “should”, “would”, “estimated”, “believes”, “may”, “plans”, “potential”, “predicts”, “plans”, “to the knowledge of” or expressions similar, which are intended to identify a statement as forward-looking at. This applies in particular to statements
and opinions in the Prospectus regarding future financial performance, plans and expectations regarding the business and management of the Company, future growth and profitability and the general economic and regulatory environment and other matters affecting the Company.
Forward-forward-looking statements are based on current estimates and assumptions made to the Company’s best knowledge. Such future-orientedstatements are subject to risks, uncertainties and other factors that couldsee actual results, including cash flow, financial position and
results of operations, differ materially from the results, or fail to meet the expectations expressly or implicitly assumed or described in these statements or prove to be less favorable than the results expressly or implicitly assumed or described in these statements. Accordingly, potential investors should not place
place undue reliance on the forward-looking statements contained herein, and you are strongly advised to read the entire Prospectus, including all documents which are incorporated by reference under the heading “Information about the Company financial report“. The Company cannot give any assurance as to the
the future accuracy of the opinions expressed herein or as to the actual occurrence of any anticipated developments.
In light of the risks, uncertainties and assumptions associated with the forward-looking statements, it is possible that the future events discussed in the Prospectus will not occur. In addition, forward-looking estimates and forecasts from third-party studies referred to in the Prospectus may prove to be inaccurate. Actual results, performance or events may differ materially from those referred to in these statements due to, but not limited to: changes in general economic conditions, in particular the economic conditions of the markets in which the Group operates, changes affecting the levels interest rates, changes in exchange rates, changes in levels of competition, changes in laws and regulations and the occurrence of accidents.
After the date of the Prospectus, the Company is under no obligation except as required by law or the Nasdaq Stockholm Rule Bresearch the issuers, update any forward-looking statements or confirm such forward-looking statements with respect to actual events or developments.