48-2026 5th Planet Games A/S: Key Information Relating to a Preferential Rights Issue
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5th Planet Games A/S: Key Information Relating to a Preferential Rights Issue
Reference is made to the stock exchange announcement published by 5th Planet Games A/S (the "Company" or "5PG") earlier today, on 9 November 2026, regarding a proposed rights issue with preferential subscription rights for existing shareholders (the "Rights Issue").
Date on which the terms and conditions of the preferential rights issue were announced: 9 November 2026
Last day including right: 1 December 2026
Ex-date: 2 December 2026
Record Date: 3 December 2026
Date of approval: 1 December 2026
Maximum number of new shares: 53,000,000
Subscription price: The subscription price for the New Shares will be the theoretical share price exclusive of the Subscription Rights ("TERP"), based on the volume-weighted average price ("VWAP") of the Company's shares on Euronext Expand Oslo during the three Trading Days prior to the date of the EGM, less a discount of at least 30% per share. However, the maximum subscription price for the New Shares shall not exceed a 15% premium to the TERP calculated based on the last closing price of the Company's shares on Euronext Expand Oslo prior to the Company's announcement of the Rights Issue, less a discount of at least 30%.
Ratio preferential rights: To be announced when clarified
Subscription ratio: 1:1 (number of new shares per subscription right)
Settlement Agent: Norne Securities AS
Will the rights be listed: The Company will apply for admission to trading of the preferential rights on Euronext Expand Oslo
ISIN for the preferential rights: To be announced
Other information: The subscription price for the new shares to be issued in the Rights Issue, and thus the final number of new shares and the exact amount of the share capital increase, will be determined by the board of directors, based on a recommendation from the manager and the pricing basis set out above, on 1 December 2026 following the extraordinary general meeting (the "EGM").
The Rights Issue is subject to all necessary corporate resolutions required to implement the Rights Issue being validly adopted, including the EGM resolving to authorise the issue of the new shares and the board of directors resolving to increase the share capital in connection with the Rights Issue and to complete the Rights Issue. The Rights Issue is further dependent on the registration of a national prospectus with the Norwegian Register of Business Enterprises.
Further information regarding the Rights Issue will be provided in the prospectus.
This information is published in accordance with the requirements of the Continuing Obligations.
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 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 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.
Norne Securities AS 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.