Stillfront Group AB: Stillfront announces consent solicitation

May 22, 2018

May 22, 2018

Stillfront summons bondholders’ meeting to adjust bond terms to reflect current operational status

Stillfront Group AB (publ) (“Stillfront” or the “Company”) today announces that it is soliciting consent (the “Consent Solicitation”) from holders (the “Holders”) of its outstanding SEK 500,000,000 Senior Secured 2017/2020 Bonds with ISIN SE0009973050 (the “Bonds”) to make certain amendments to the terms and conditions of the Bonds (the “Terms and Conditions”).

To adapt the Terms and Conditions of the Bonds to the Company’s current operational status, Stillfront proposes to make amendments affecting its ability to incur further debt. The purpose of the proposed amendments is to provide the Company with increased flexibility to optimally manage working capital swings whilst maintaining flexibility to make small- and medium-sized acquisitions. At the same time, in order to provide the Holders with a balanced proposal, Stillfront is proposing certain concessions in line with the Company’s communicated financial targets, and is offering to pay all Holders a consent fee of 0.075% of the outstanding nominal amount of the Bonds conditional upon the proposed amendments being approved. The Consent Solicitation will be made subject to the terms set out in the notice of written resolution issued by the company on May 22, 2018 (the “Notice of Written Resolution”) and the full details of the proposed amendments are contained therein.

The Consent Solicitation is held through a written procedure (the “Written Procedure”) and responses in the Written Procedure must be received by 12.00 CET on June 8, 2018 in order to be taken into consideration. Holders eligible to cast votes in the Written Procedure are such Holders which are registered in Euroclear Sweden’s debt ledger for the Bonds on the voting record date May 28, 2018. The Notice of the Written Procedure, including complete proposals for resolutions and voting instructions, will be made available on the Company’s website (www.stillfront.com) and has also today been sent by the agent to directly registered owners and registered authorized nominees (Sw. förvaltare) of the Bonds as of May 18, 2018 in the debt ledger produced by Euroclear Sweden. Any individual or company whose Bonds are held by a nominee must contact such nominee to participate in the Written Procedure.

In order for the Consent Solicitation to be passed through the Written Procedure a quorum of at least twenty (20) percent of the adjusted nominal amount must be reached and responses representing a majority of at least sixty-six and two thirds (66 2/3) percent of the adjusted nominal amount must approve the Consent Solicitation.

Following confidential discussions with the Company, institutional Holders comprising over seventy (70) percent of the adjusted nominal amount of the Bonds have already provided Stillfront with irrevocable undertakings to vote in favour of the Consent Solicitation. The outcome of the Written Procedure is expected to be announced on or before June 8, 2018.

Bondholders are advised to carefully read the Notice of Written Procedure in full for further details of, and information relating to, the details of the proposed amendments and the procedures for participating in the Written Procedure. This press release is for information purposes only and is not an offer to sell or a solicitation of an offer to buy any security. Bondholders should seek their own independent financial and legal advice, including in respect of any tax consequences, in relation to their participation in the Written Procedure.

Stillfront has appointed Carnegie Investment Bank as financial adviser and White & Case as legal adviser in conjunction with the Consent Solicitation.

For questions relating to the Consent Solicitation, please contact:

Carnegie Investment Bank: daniel.gabriel@carnegie.se, +46 8 5886 87 67; or

Intertrust (Sweden) AB (as agent):  trustee@intertrustgroup.com, +46-70-860 61 25.

For further information, please contact:

Sten Wranne, CFO
Phone: +46 705 851 258
sten@stillfront.com

About Stillfront

Stillfront is a group of independent creators, publishers and distributors of digital games – with a vision to become the leading group of indie game creators and publishers. Stillfront operates through nine near-autonomous subsidiaries: Bytro Labs in Germany, Coldwood Interactive in Sweden, Power Challenge in the UK and Sweden, Dorado Online Games in Malta, Simutronics in the United States, Babil Games in UAE and Jordan, eRepublik in Ireland and Romania, OFM Studios in Germany and Goodgame Studios in Germany. Stillfront’s games are distributed globally. The main markets are Germany, the United States, France, UK and MENA. For further information, please visit www.stillfront.com.

Games

Stillfront’s portfolio includes games across multiple platforms. Unravel is a widely acclaimed console game developed by Coldwood in collaboration with Electronic Arts. Supremacy 1914 and Call of War are high-immersion war strategy games developed by Bytro Labs. ManagerZone is a sports management strategy game launched in 2001. DragonRealms and GemStone IV are MUD-style games with a very loyal player base. Siege: Titan Wars(TM) is a popular mobile game developed by Simutronics. Tank Storm and Admiral are mobile strategy games with very strong player bases, which are published by Babil Games. World at War: WW2 and War and Peace: Civil War are a successful mobile strategy games developed and published by eRepublik Labs. Online Fussball Manager is a leading sports management game. EMPIRE and BIG FARM are major brands operated by Goodgame Studios.

Nasdaq First North Ticker Symbol: SF
Certified Adviser: Avanza Bank, phone +46 8 409 421 20

This information is information that Stillfront Group AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08.30 CET on May 22, 2018.