DJ Media and Games Invest: Board of Directors decided to start process to relocate the company's registered office to Luxembourg, to introduce B-shares and to issue a share option for an ESOP for key personnel
Disclosure of inside information acc. to Article 17 MAR of the Regulation
(EU) No 596/2014
Board of Directors decided to start process to relocate the company's
registered office to Luxembourg, to introduce B-shares and to issue a share
option for an ESOP for key personnel
The Board of Directors of Media & Games Invest plc ("MGI" or the "Company",
ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and
Scale Segment Frankfurt Stock Exchange) has today decided to move the
Company's registered office to Luxembourg. The change of domicile will make
MGI attractive to additional investor groups that are not allowed to invest
in the Company due to its current domicile. MGI plans as a first step to
change its legal structure from a Public Limited Liability Company ("plc")
into that of a Societas Europaea ("SE") and thereafter start the relocation
process, targeting to be domiciled in Luxembourg, ideally from January 1,
2022 onwards. Discussions with advisors in Malta and Luxembourg to initiate
the relocation without delay will start shortly. The final decision on the
relocation will be taken at a later date by the shareholders of MGI at an
extraordinary general meeting to be convened.
Furthermore, to further optimize the share structure of the Company and to
enable further growth, the Board of Directors today also decided to propose
the introduction of a new share class, B-shares. The introduction of
B-shares will be resolved upon by the shareholders of MGI at an
extraordinary general meeting to be convened as soon as possible. The
B-shares shall be introduced as a new share class with less voting rights
than current shares, to allow the company to issue shares with less dilution
of the current voting powers, similar to some of its peers. The current
shares will become A-shares. The exact terms of the B-shares will be finally
defined and included in the notice for the extraordinary general meeting.
The rights of the currently issued shares will be protected and not
adversely changed. The Board of Directors intends to list the B-shares at
Nasdaq First North Premier Growth Market when issued at the first time.
Also as hiring top key employees as well as retaining employees is becoming
more and more of importance in current very competitive labor market the
board has today also decided to launch a new ESOP program and to allow for
the issuance of up to 15 million new MGI shares, earliest from May 2024 and
latest till December 2030 via an option at a strike price of Euro 2.60 per
share.
The objective of the share-based incentive program is to motivate, retain
and be able to hire key personnel. The group of persons targeted by the
program are c-level and key management of MGI and MGI subsidiaries.
Participants will be decided by the MGI board based on proposals of the
management. The overall time period for the program is until 2030, with
exercise of the options earliest from 2024. Minimum vesting period is 4
years for the employees, whereas however blocks of shares can earliest be
sold 2 years after they have vested. The minimum strike price is 2,60 euro
per MGI share, however strike price being at least 20% over last 5 days
average MGI share closing price of Nasdaq Sweden at the moment of issue of
the program to an employee. The total maximum number of shares involved is
upto 15 million shares. The options will be issued to Bodhivas GmbH the
investment vehicle of the Chairman of the Board and CEO Remco Westermann
with as sole purpose executing and serving the obligations of this ESOP
program towards the MGI personnel. Other conditions of the ESOP will include
a.o. certain exercise and sale windows, good and bad leaver conditions
Leavers. Instead of paying in cash also paying the share option profit in
shares is possible. The value of the program depends on the actual share
price of the MGI shares from 2024 onwards as well as the number of options
issued as well as the personnel allowed to exercise their option at the
respective exercise windows. The maximum value of the program is the maximum
number of shares (15 million) multiplied with the actual exercise share
price minus Euro 2.60.
In a more and more competitive labor market, with other gaming companies but
also tech-companies such as Tesla and Apple actively chasing our personnel
this share option program will support MGI group in retaing key personell as
well as hiring new talents, which will further support the growth of the
company.
Responsible parties
This information is such information Media and Games Invest plc is obliged
to make public in accordance with the (EU) Market Abuse Regulation 596/2014.
The information in this release has been made public through the agency of
the responsible persons set out below for publication at the time stated by
MGI's news distributor EQS Newswire at the publication of this release. The
responsible persons below may be contacted for further information.
For more information, please contact:
Sören Barz, Head of Investor Relations
Phone: +49 170 376 9571
Mail: soeren.barz@mgi.group, info@mgi.group
Web: www.mgi.group [1]
Jenny Rosberg, ROPA, IR contact Stockholm
Phone: +46707472741
Mail: Jenny.rosberg@ropa.se
Axel Mühlhaus / Dr. Sönke Knop, edictor, IR contact Frankfurt
Phone: +49 69 9055 05 51
Mail: mgi@edicto.de
About Media and Games Invest plc
Media and Games Invest plc (MGI), is a fast-growing and profitable company
operating in the digital games sector with a strong supportive media unit
and focus on North America & EMEA. The company combines organic growth with
value-accretive acquisitions, delivering strong and sustainable earnings
growth. Since 2014 the MGI Group has successfully acquired more than 30
companies and assets which are integrated onto our platform, exploiting
efficiency-enhancing technologies such as the cloud. The Company's shares
are listed on Nasdaq First North Premier Growth Market in Stockholm and the
Scale segment of the Frankfurt Stock Exchange.
The Company's certified advisor on Nasdaq First North Premier Growth Market
is FNCA Sweden AB; info@fnca.se, +46-8-528 00 399.
Important Information
This release does not constitute an offer, or a solicitation of any offer,
to buy or subscribe for any securities in MGI in any jurisdiction, neither
from MGI nor from someone else.
This 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 release may not be announced,
published, copied, reproduced or distributed, directly or indirectly, in
whole or in part, within or into Unites States, Australia, Canada, Hong
Kong, Japan, New Zealand, Singapore, South Africa, South Korea, Switzerland
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 applicable EU law. Actions taken in violation of this instruction may
constitute a crime against applicable securities laws and regulations.
Forward-looking statements
This release contains forward-looking statements that reflect the Company's
intentions, beliefs, or current expectations about and targets for the
Company's and the group's future results of operations, financial condition,
liquidity, performance, prospects, anticipated growth, strategies and
opportunities and the markets in which the Company and the group 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 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 release are free from errors and readers of this release should not
place undue reliance on the forward-looking statements in this release. The
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