NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED KINGDOM, THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
 

Wicket Gaming AB ("Wicket Gaming" or the "Company") has, as previously announced, completed the rights issue of units which the extraordinary general meeting decided on January 4, 2023 (the "Rights Issue"). In accordance with the underwriting agreements, Wicket Gaming's Board of Directors has today decided on a directed issue of units to all underwriters in the Rights Issue since all have chosen to receive underwriting compensation in the form of units ("Compensation Issue"). The subscription price in the Compensation Issue has been set to the same subscription price as in the Rights Issue, SEK 12.0 per unit, and payment is made via set-off of the underwriters' claims of underwriting compensation.

 

As previously communicated in connection with the Rights Issue, the underwriters, in accordance with the underwriting agreements, had the opportunity to choose to receive underwriting compensation in cash or in new units in the Company. Due to this, the board, relying on the authorization from the extraordinary general meeting on January 4, 2023, has today decided on the Compensation Issue, which includes a total of 198,015 new units. Each unit in the Compensation Issue consists of three (3) shares and two (2) warrants of series TO2. A total of 198,015 units were subscribed for through the Compensation Issue, corresponding to 594,045 shares and 396,030 warrants of series TO2. Payment in the Compensation Issue is made via set-off of the underwriters' claims of underwriting compensation. The subscription price has been set to the same subscription price as in the Rights Issue, SEK 12.0 per unit, corresponding to SEK 4.0 per share (the warrants are issued free of charge). The subscription price per share corresponds to a premium of approximately 26.6 percent in relation to the closing price of the Company's share on the Spotlight Stock Market on March 16, 2023, which amounted to SEK 3.16. Based on this, the board considers the subscription price to be in line with the market.

 

The reason for the deviation from the shareholders' preferential right in the Compensation Issue is to fulfill the Company's contractual obligation towards the underwriters. The board considers that it is beneficial for the Company's financial position to take advantage of the opportunity to pay the underwriting compensation in units instead of a cash payment.

 

After final registration at the Swedish Companies Registration Office of the Rights Issue and the directed set-off issue, which the extraordinary general meeting decided on January 4, 2023, the Compensation Issue means that the number of shares in the Company increases by 594,045 shares from 16,053,064 shares to 16,647,09 shares, and the share capital increases by SEK 594,045, from SEK 16,053,064 to SEK 16,647,109, corresponding to a dilution of approximately 3.6 percent. In the event that all outstanding warrants of series TO2 issued as a result of the Compensation Issue are fully exercised for subscription of new shares in the Company, the number of shares in the Company will increase by an additional 396,030 shares, from 16,647,109 shares to 17,043,139 shares, and the share capital will increase by an additional SEK 396,030, from SEK 16,647,109 to SEK 17,043,139, corresponding to an additional dilution of approximately 2.3 percent.

 

Advisors

Mangold Fondkommission AB is the financial advisor to Wicket Gaming in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.

 

For more information, please contact:

Eric De Basso, CEO, Wicket Gaming AB

Email: eric@wicketgaming.com

Phone: +46 70 780 52 00

 

About Wicket Gaming

Wicket Gaming is a Swedish gaming and digital education company consisting of two verticals, Games and EdTech. Within the Games vertical, the business idea is based on developing and distributing free-to-play games ("F2P") within mobile games for Android and iOS. Within EdTech, the Company focuses on developing products in genres such as Game-based Learning and Serious Games, it is in these areas that Wicket Gaming has identified the greatest synergies between the Company's two verticals.

For more information, please see Wicket Gaming's website: www.wicketgaming.com.

 

Important information

Publication, announcement, or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law. Recipients of this press release in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Wicket Gaming in any jurisdiction. Invitation to the persons concerned to participate in the Rights Issue will only take place through the EU growth prospectus which the Company intends to publish in connection with the Rights Issue.

 

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 information in this press release may not be announced, published or distributed in or into the United Kingdom, the United States, Australia, Japan, New Zealand, South Africa, South Korea, Switzerland, Canada, Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.

 

Within the European Economic Area, no offer is made to the public of securities in any country other than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.

 

This press release contains certain forward-looking information that reflects the Company's present view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development, and actual outcomes may differ materially from the statements set forth in the forward-looking information.