47-2026 5th Planet Games A/S Proposes New Underwritten Rights Issue to Support Expanded Games Publishing and Co-Financing Strategy
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
Oslo, 9 November 2026
Summary for shareholders: - 5th Planet Games is building on the momentum of Sker Ritual and Invincible VS as it expands its games publishing and co-financing platform - Pending an Extraordinary General Meeting, 5PG will carry out a fully underwritten rights issue to help fund its continued growth - Skybound Entertainment has pre-committed to maintain its majority share in 5PG, confirming its confidence in 5PG's strategy
The board of directors of 5th Planet Games A/S (the "5PG") has approved a proposed rights issue of approximately 53 million shares (the "New Shares") with tradable preferential subscription rights for existing shareholders (the "Rights Issue"), subject to the Extraordinary General Meeting (the "EGM"), expected to be held on or about 1 December 2026, authorizing the board of directors to resolve the share capital increase and the board of directors subsequently resolving to implement the Rights Issue. The Rights Issue is underwritten by a consortium of underwriters for an amount up to NOK 32 million, and, subject to the final Offer Price, will raise gross proceeds of minimum NOK 15 million and up to an amount corresponding to 53 million shares multiplied by the final Offer Price, as defined below.
The proposed rights issue is intended to accelerate the 5th Planet Games growth strategy as 5PG continues to expand its games publishing and co-financing activities, building on the positive reception of Invincible VS and the successful relaunch of Sker Ritual, both in partnership with its largest shareholder, Skybound Game Studios Inc ("Skybound").
Skybound, together with a syndicate of underwriters, is showing strong support for the transaction. Skybound has pre-committed its pro-rata share of 56.5% of the Rights Issue and the syndicate of underwriters has underwritten the remaining amount up to NOK 13 million for a total of NOK 32 million at the current share price. This commitment reflects Skybound's continued belief in 5th Planet Games' long-term strategy and reinforces the shared ambition to grow a portfolio of high-value game publishing and financing opportunities.
These initiatives are intended to position 5th Planet Games for strong, sustainable revenue growth, increased profitability and portfolio diversification through further acquisitions of new games and the co-financing of premium games. The proposed use of proceeds from this action will focus on the continued acquisition of publishing rights as detailed below.
- 5th Planet Games continues to see encouraging progress across its games portfolio and pipeline, reinforcing its focus on two strategic growth pillars:
1. The acquisition of publishing rights for certain established games with demonstrated player engagement and commercial performance as represented by the recent acquisition of publishing rights for Sker Ritual. 2. Selective co-financing of premium games alongside experienced partners, allowing 5PG to participate in larger-scale gaming opportunities leveraging established IP, as represented by the recent release of Invincible VS based on the globally recognized Skybound IP.
Mark Stanger, CEO of 5th Planet Games, commented: "We are entering an exciting new phase for 5PG. The progress we've seen from both Sker Ritual and Invincible VS reinforces our belief that our publishing and co-financing model positions us for long-term success and added value for our shareholders. This rights issuance will provide the resources needed to pursue additional opportunities, expand our portfolio and continue executing our strategy at a greater scale. We're thankful to Skybound and our underwriting partners for supporting us in these efforts."
An updated company presentation has been published on the 5th Planet Games website, providing further details about the strategy. Shareholders and new investors will be invited to a conference call soon to learn more.
5th Planet Games remains on track to meet its updated financial targets from 9 October 2026. 5PG plans to transition from EBITDA to Adjusted EBITDA as a key performance measure, reflecting upcoming IFRS accounting changes that will reclassify certain royalty income from co-published projects. This is a reporting change only and does not impact 5PG's operations, cash flow expectations, or net income.
Norne Securities AS has been engaged as manager for the Rights Issue.
Advokatfirmaet Selmer AS and Accura Advokatpartnerselskab are acting as 5PG's Norwegian and Danish legal counsel respectively.
Pre-commitment and underwriting The Rights Issue is underwritten by a syndicate of underwriters, including Skybound, pursuant to customary underwriting agreements for an amount up to NOK 32 million at the current share price. Each respective Underwriter's commitment will be adjusted pro-rata based on the respective amounts underwritten and the final size of the Rights Issue, but not for a total underwriting amount above NOK 32 million.
Skybound Game Studios, Inc ("Skybound") will pre-commit and subscribe for New Shares in the Rights Issue according to their ownership of 56.5% in 5PG (the "Pre-Commitment"), corresponding to approximately up to NOK 18 million at the current share price.
Any new shares subscribed in the Rights Issue will reduce the underwriting commitment of the underwriters.
Offer price and subscription rights The offer price for the new shares to be issued in the Rights Issue (the "Offer Price"), and thus the exact number of new shares and the exact size of the share capital increase, will be determined by the board of directors, based on a recommendation from the manager for the Rights Issue (the "Manager"), pursuant to the authorization granted by the EGM, when the board of directors resolves the share capital increase immediately prior to the start of the subscription period.
Pursuant to the underwriting agreements entered into in connection with the Rights Issue (the "Underwriting Agreements"), the Offer Price shall be the theoretical ex-rights price (TERP) based on the volume-weighted average price (VWAP) of 5PG's shares on Euronext Expand over the three trading days prior to the EGM, less a discount of at least 30%. However, the maximum Offer Price shall not exceed a 15% premium to the TERP calculated based on the last closing price of 5PG's shares on Euronext Expand prior to 5PG's announcement of the underwritten Rights Issue less a discount of at least 30%. The board of directors' resolution in this respect will be announced through a stock exchange announcement when the board of directors has resolved to exercise the authorization granted by the EGM.
The Rights Issue will be directed towards the shareholders of 5PG as at the record date, being T+2 days after the board of directors' approval of the share capital increase pursuant to the EGM's authorization, who are not resident in a jurisdiction where such offering would be unlawful or require any prospectus, filing, registration or similar action (in jurisdictions other than Norway/Denmark) will be granted a preferential right to subscribe for and be allocated the new shares in proportion to their existing shareholding and will receive tradable subscription rights proportionate to their shareholding as registered in 5PG's shareholder register in the Norwegian Central Securities Depository (the "VPS") at the expiry of 3 December 2026, being the record date. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 1 December 2026 will give the right to receive subscription rights, whereas shares purchased from and including 2 December 2026 will not give the right to receive subscription rights.
5PG will apply for the subscription rights to be listed on Euronext Expand. Subject to approval of the listing application and registration of the national prospectus with the Norwegian Register of Business Enterprises, as described below, the subscription rights will be listed and tradable from and including the first day of the subscription period until 16:30 (Oslo time) on the date falling four trading days before the subscription period expires. Oversubscription and subscription without subscription rights will be permitted. Each subscription right validly exercised during the subscription period will give the right to subscribe for and be allocated one New Share. Any remaining New Shares will first be allocated to subscribers who have exercised subscription rights and oversubscribed, pro rata based on the number of subscription rights exercised, then to subscribers without subscription rights, and finally pursuant to the respective underwriting commitments.
5PG will prepare and publish a national prospectus setting out the full terms and conditions of the Rights Issue and other information relevant to investors considering subscribing for shares (the "Prospectus"). The Prospectus will be registered with the Norwegian Register of Business Enterprises and published before the subscription period commences, and will form the basis for subscriptions in the Rights Issue.
Indicative timeline Subject to timely registration and publication of the Prospectus, the subscription period is expected to commence on 4 December 2026 at 16:00 CET and expire on 18 December 2026 at 16:00 CET. 5PG together with the Manager reserve the right, at their own discretion, to extend the subscription period at any time and for any reason and on short or without notice. If the subscription period is extended, the other dates referred to herein may be amended accordingly. Notwithstanding any change in the subscription period, applicants will be bound by their subscriptions for New Shares.
Included below is an indicative timeline for the Rights Issue: 1 December 2026: Resolution by extraordinary general meeting authorizing the board of directors to resolve the share capital increase 1 December 2026: Last day of trading in the shares including subscription rights 1 December 2026: The board of directors' resolution to increase the share capital in connection with the Rights Issue 2 December 2026: Publication of the prospectus in connection with the Rights Issue 2 December 2026: First day of trading in the shares excluding Subscription Rights 3 December 2026: Record date for determination of the right to receive subscription rights, being T+2 days after the board of directors' approval of the share capital increase 4 December 2026: First day of trading in the shares excluding subscription rights On or about 4 December 2026: Commencement of the subscription period and first day of trading in the subscription rights On or about 14 December 2026: Last day of trading in the subscription rights On or about 18 December 2026: Last day of the subscription period, ending at 16:00 CET On or about 18 December 2026: Allocation of the new shares On or about 22 December 2026: Payment for the new shares On or about 23 December 2026: Registration of the share capital increase with the Danish Business Registry
The Rights Issue is subject to, inter alia, the following conditions (together, the "Conditions"): (i) all necessary corporate resolutions of 5PG required to implement the Rights Issue having been validly made, including the EGM, expected to be held on 1 December 2026, having authorized the board of directors to resolve the share capital increase pertaining to the Rights Issue and to increase the share capital for the purpose of issuing shares in settlement of underwriting commission; (ii) the board of directors having resolved the share capital increase pertaining to the Rights Issue and to complete the Rights Issue; (iii) 5PG having registered the Prospectus with the Norwegian Register of Business Enterprises and published it; (iv) the Underwriting Agreements remaining in full force and effect; and (v) the share capital increase pertaining to the issuance of the allocated New Shares having been validly registered with the Danish Register of Business Enterprises and the allocated New Shares having been validly issued and registered in the VPS. The notice of the EGM, including the proposed resolutions regarding the Rights Issue, is attached to this announcement.
The size of the Rights Issue will be limited to less than 20% of 5PG's currently issued shares. This allows 5PG to rely on the applicable exemption under the current prospectus regime and to carry out the Rights Issue on the basis of a national prospectus.
For further information, please contact: 5th Planet Games A/S, Gothersgade 11, 1123 Copenhagen K, att.: Pernille Miller, or email: ir@5thplanetgames.com.
ABOUT 5th PLANET GAMES 5th Planet Games is a Copenhagen-based video games publisher and financier with activities across global gaming platforms. Through its partnership with Skybound Entertainment, 5PG participates in games based on established entertainment franchises, including The Walking Dead and Invincible.
IMPORTANT INFORMATION This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Article 17 of MAR and Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Mark Stanger, CEO, at the time and on the date stated above.
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of 5PG in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of 5PG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of 5PG have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in information made public by 5PG.
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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
Any appointed manager will be acting for 5PG in connection with the Rights Issue and no one else and will not be responsible to anyone other than 5PG for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and 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 5PG believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, 5PG. Neither 5PG's advisors nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of 5PG. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither 5PG's advisors nor any of its respective affiliates accepts any liability arising from the use of this announcement.