Announcement from extraordinary general meeting in Stillfront Group AB (publ) 7 February 2020

Stillfront Group AB (publ) (“Stillfront” or “Company”) held an extraordinary general meeting on 7 February 2020. The general meeting adopted mainly the following resolutions in accordance with the proposals presented by the board of directors.
 

The general meeting approved the board of directors’ resolution on a directed share issue through an issue of not more than 527,717 shares implying that the Company’s share capital increases by not more than SEK 369,401.90. The shares are issued without preferential subscription rights for the Company’s shareholders. The right to subscribe for the new shares vests in certain institutional investors who previously have announced their interest in subscription. The subscription price is SEK 381, which is based on the price determined in an accelerated bookbuilding procedure carried out by Carnegie Investment Bank AB (publ), Swedbank AB (publ) and Nordea Bank Abp, filial i Sverige. The newly issued shares were subscribed for on a subscription list no later than 21 January 2020. Payment was made on the same day as the subscription of the newly issued shares, however, no later than 21 January 2020. The new shares shall be entitled to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.

The general meeting approved the board of directors’ resolution on a directed share issue through an issue of not more than 262,467 shares implying that the Company’s share capital increases by not more than SEK 183,726.90. The shares are issued without preferential subscription rights for the Company’s shareholders. The right to subscribe for the new shares vests in Laureus Capital GmbH. The subscription price is SEK 381, which is based on the price determined in an accelerated bookbuilding procedure carried out by Carnegie Investment Bank AB (publ), Swedbank AB (publ) and Nordea Bank Abp, filial i Sverige. The newly issued shares shall be subscribed for on a subscription list during the period 20-28 February 2020. Payment shall be made no later than 28 February 2020. The board of directors shall be entitled to extend the subscription period and the time for payment. The new shares shall be entitled to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB. The board of directors shall be authorized to make any formal adjustments that may be required in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB, including but not limited to procuring that so called interim shares (Sw. betald tecknad aktie, BTA) shall be delivered to the subscriber.

The general meeting resolved to carry out an issue of new shares paid by set-off of claims. The Company’s share capital increases by not more than SEK 1,337,469.7 through an issue of not more than 1,910,671 shares. The right to subscribe for the new shares vests in the sellers of Storm8, Inc. The subscription price is SEK 370.80. The basis for the determination of the subscription price is based negotiations with the subscribers and corresponds to the volume weighted average price of the Company’s shares for a period of fifteen (15) trading days up to and including 20 January 2020 and a USD/SEK exchange rate of 9.44636. The newly issued shares shall be subscribed and paid for no later than 28 February 2020. Payment is made by way of set-off. The board of directors shall be entitled to extend the subscription period. The new shares shall be entitled to dividend as from the first record day for dividend after the newly issued shares have been registered with the Swedish Companies Registration Office and the shares have been registered in the share register kept by Euroclear Sweden AB.

The general meeting resolved to give the board of directors authorisation to, until the next annual general meeting, with or without deviation from the shareholders’ preferential rights, on one or several occasions resolve to issue shares, convertible instruments and/or warrants. The increase of the share capital, which entails issuance, conversion or subscription for new shares, may – where it entails a deviation from the shareholders’ preferential rights – correspond to a dilution of a maximum of 10 percent of the share capital at the time of the first use of the authorisation to issue shares, convertible instruments and/or warrants. Payment may be made in cash and/or with a condition to pay in kind or by way of set-off, or other conditions. The authorisation shall primarily be used for the purpose of acquisitions or financing. 

About Stillfront

Stillfront is a global group of gaming studios and a market leader in the free-to-play online games genre. Our diverse and exciting games portfolio has two common themes; loyal users and long lifecycle games. Organic growth and carefully selected and executed acquisitions embody our growth strategy and our 650 co-workers thrive in an organization, that engenders the spirit of entrepreneurship. Our main markets are the US, Germany, MENA, France and UK. We are headquartered in Stockholm, Sweden, and the company is listed on Nasdaq First North Premier. 

For further information, please visit: stillfront.com

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