Adventure Box announces a contemplated directed new share issue
Adventure Box Technology AB (publ) ("Adventure Box" or the "Company") hereby announces its intention to carry out a directed new share issue of approximately SEK 50 million directed to Swedish and international institutional investors (the "Directed New Share Issue").
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES. PLEASE REFER TO IMPORTANT INFORMATION AT THE END OF THE PRESS RELEASE.
The Directed New Share Issue is intended to be carried out with deviation from the shareholders' preferential rights based on the authorization granted by the annual general meeting on 13 May 2020. Adventure Box has engaged Pareto Securities AB ("Pareto Securities") to investigate the conditions for a placement of shares through an accelerated bookbuilding procedure.
The subscription price for the shares in the Directed New Share Issue will be determined through an accelerated bookbuilding procedure, which will begin immediately after publication of this press release and end before the commencement of trading on Nasdaq First North Growth Market on October 13, 2020. The bookbuilding procedure may, at the discretion of the Company or Pareto Securities, close earlier or later and may be cancelled at any time.
In connection with the Directed New Share Issue, the Company has undertaken, with customary exceptions, not to issue additional shares for a period of 12 months after the announcement of the outcome of the Directed New Share Issue. Board members and persons of the management holding shares have undertaken not to sell any shares in Adventure Box for a period of 180 calendar days after the announcement of the outcome of the Directed New Share Issue, with customary exceptions.
Pareto Securities AB is acting as Sole Manager and Bookrunner and Törngren Magnell & Partners Advokatfirma KB is legal counsel to the Company and Baker McKenzie Advokatbyrå KB acts as legal counsel to Pareto Securities in connection with the Directed New Share Issue.
FOR MORE INFORMATION CONTACT:
Christopher Kingdon, CEO Adventure Box, +46 (0)73 051 1414,
[email protected], corp.adventurebox.com
About Adventure Box Technology AB (publ)
Adventure Box is a computer game technology company based in Stockholm, Sweden. The company provides "Adventure Box", an online platform where users can make, share and play 3D games. Adventure Box is the world's only fully online, streamed consumer game engine and sharing platform for user created games. Our solution makes it easy for the user to create games. Programming skills are not required. Games are easily shared, one-click to play using streaming. There is no need for resource-demanding down- or uploading of files. Adventure Box is listed on Nasdaq First North Growth Market with the ticker code ADVBOX, Redeye AB is the Company's Certified Advisor (CA) and can be reached via telephone +46 (0)8 121 576 90 or via mail [email protected] For more information: https://corp.adventurebox.com/en/.
This information is such that Adventure Box Technology AB (publ) is obliged to disclose pursuant to the EU Market Abuse Regulation. The information was released for public disclosure, through the agency of the contact persons above, on October 12, 2020 at 17:31 CET.
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 the Company in any jurisdiction, where such offer would be considered illegal. This press release does not constitute an offer to sell or an offer to buy or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal. This press release is not a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Adventure Box 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 Directed New Share Issue. 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.
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 Zeeland, Singapore, South Africa, 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.
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.
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 Directed New Share Issue 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 Pareto Securities (the "Manager"). The Manager 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.
The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors' decisions regarding the Directed New Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
This press release contains forward-looking statements that reflect the Company's intentions, beliefs, or current expectations about and targets for the Company's future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. 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.
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 shares in Adventure Box 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 shares in Adventure Box may decline and investors could lose all or part of their investment; the shares in Adventure Box offer no guaranteed income and no capital protection; and an investment in the shares in Adventure Box 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 Directed New Share Issue.
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 shares in Adventure Box.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares in Adventure Box and determining appropriate distribution channels.
Adventure Box Technology AB har förvärvat danska Multiverse ApS med spelplattformen KoGaMa. Efter offentliggörandet av affären den 12 september beslutades att tills vidare stänga av den betalda marknadsföringen på Adventure Box spelplattform. Trots detta låg andelen besökare på 130 220 i september och kundanskaffningskostnaden stabilt på 0,20 kr. Andelen återvändande användare var, på grund av extraordinära händelser, ovanligt höga 51%. KoGaMa kommer så småningom att ersätta Adventure Box-plattformen.
Adventure Box Technology AB has acquired Danish Multiverse ApS with the gaming platform KoGaMa. After the announcement of the deal on September 12, it was decided to suspend the paid marketing on the Adventure Box game platform for the time being. Despite this, the number of visitors was 130,220 in September, and the customer acquisition cost remained stable at SEK 0.20. The percentage of returning users was, due to extraordinary events, unusually high at 51%. KoGaMa will eventually replace the Adventure Box platform
Vid dagens extra bolagsstämma i Adventure Box Technology AB (publ), org.nr 556963-6599 ("bolaget" eller "Adventure Box") fattades nedan angivna beslut. Samtliga beslut var i enlighet med framlagda förslag, vilka beskrivs i detalj i stämmohandlingarna som finns tillgängliga på bolagets webbplats, corp.adventurebox.com.
At today's Extraordinary General Meeting in Adventure Box Technology AB (publ), Reg. No. 556963-6599 (the "company" or "Adventure Box"), the following resolutions were made. All resolutions were in accordance with the submitted proposals, described in detail in the general meeting documents available on the company's website, corp.adventurebox.com.
Efter att Adventure Box offentliggjort förvärvet av bolaget Multiverse har bolagets VD Rickard Riblom köpt ytterligare 46 279 aktier i Adventure Box.
After Adventure Box announced the acquisition of the company Multiverse, the company's CEO Rickard Riblom has bought an additional 46,279 shares in Adventure Box.
Den 12 september 2022 offentliggjordes att Adventure Box Technology AB avser förvärva det danska bolaget Multiverse ApS via en apportemission. Transaktionen innebär ett komplett ägarskap av spelplattformen KoGaMa, viktiga intäktsströmmar, samt cirka 750 000 aktiva månatliga användare. I syfte att ge aktieägarna bästa möjliga information om förvärvet samt svara på frågor, kommer en presentation att hållas den 28 september, med möjlighet att ställa frågor till ledningen.
On September 12, 2022, it was announced that Adventure Box Technology AB intends to acquire the Danish company Multiverse ApS via a non-cash issue. The transaction means complete ownership of the gaming platform KoGaMa, important revenue streams, as well as around 750,000 active monthly users. To give the shareholders the best possible information about the acquisition and to answer questions, a presentation will be held on September 28, with the opportunity to ask questions to the management.
Efter att Adventure Box offentliggjort förvärvet av bolaget Multiverse har bolagets VD Rickard Riblom har köpt totalt 42 365 aktier i Adventure Box.
After the company announced the acquisition of the company Multiverse, Adventure Box CEO Rickard Riblom has bought a total of 42,365 shares in Adventure Box.
Aktieägarna i Adventure Box Technology AB (publ), org.nr 556963-6599 ("Adventure Box" eller "bolaget"), kallas härmed till extra bolagsstämma att hållas fredagen den 30 september 2022 kl. 11:00 i bolagets lokaler på Sveavägen 166 plan 19, 113 46 Stockholm.
The shareholders of Adventure Box Technology AB (publ), Reg. No. 556963-6599 ("Adventure Box" or the "company") are hereby summoned to an Extraordinary General Meeting to be held Friday, 30 September 2022, at 11:00 CEST at the company's premises, Sveavägen 166 plan 19, SE-113 46 Stockholm.
ADVENTURE BOX INGÅR AVTAL OM FÖRVÄRV AV MULTIVERSE APS, MED SPELPLATTFORMEN KOGAMA, VILLKORAT AV GODKÄNNANDE AV EXTRA BOLAGSSTÄMMA
Adventure Box Technology AB (publ) ("Adventure Box") har idag ingått ett avtal om förvärv av samtliga aktier i Multiverse ApS, org.nr. 33384807 ("Multiverse"), innehavare av spelplattformen KoGaMa, genom en apportemission. Förvärvet är bland annat villkorat av godkännande av extra bolagstämma i Adventure Box, vilken även föreslås besluta om val av ny styrelseledamot.
ADVENTURE BOX ENTERS INTO AGREEMENT ON ACQUISTION OF MULTIVERSE APS, WITH THE GAMING PLATFORM KOGAMA, SUBJECT TO APPROVAL BY EXTRAORDINARY GENERAL MEETING
Adventure Box Technology AB (publ) ("Adventure Box") has today entered into an agreement to acquire all shares in Multiverse ApS, Reg. No. 33384807 ("Multiverse"), owner of the gaming platform KoGaMa, through an issue of shares with payment in kind. The acquisition is subject to, among other things, the approval of an Extraordinary General Meeting of Adventure Box, which is also proposed to resolve on the election of a new Board member.
Under augusti har 201 542 användare besökt Adventure Box. Andelen återvändande användare fortsätter att öka och ligger nu på 24%. Samtidigt fortsätter kundanskaffingskostnaden att sjunka och ligger under augusti på 0,20 kr.
During August, 201,542 users visited Adventure Box. The percentage of returning users continues to increase and is now at 24%. At the same time, the customer acquisition cost continues to fall and is during August at SEK 0.20.
Bolaget fortsätter utvecklingen av den nya spelformen Multimaker. Plattformen har en för branschen låg avvisningsfrekvens samtidigt som den redan låga kundanskaffningskostnaden har sänkts ytterligare. Bolaget har även sänkt kostnaderna sedan tidigare kvartal.
Med ett fokuserat team, finansiell uthållighet och en lovande Multimaker ser bolaget med tillförsikt fram emot hösten.
The company continues the development of the new game form Multimaker. The platform has a bounce rate which is low for the industry, and the already low customer acquisition cost has been further reduced. The company has also reduced costs since the previous quarter.
With a focused team, financial endurance and a promising Multimaker, the company looks forward to autumn 2022 with confidence.
Under juli har 205 747 användare besökt Adventure Box. Kundanskaffingskostnaden är samtidigt fortsatt avsevärt lägre än branschens snitt, nu bara 0,21 kr per besökare.
205,747 users visited Adventure Box during July. At the same time, the customer acquisition cost is kept on significantly lower levels than industry average, only SEK 0.21 per user.
Adventure Box Technology AB