MGI - Media and Games Invest considers issuance of new senior secured bonds and announces partial buy-back offer in outstanding senior secured bonds

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES IN ACCORDANCE WITH APPLICABLE LAW.

8 March 2023 – MGI - Media and Games Invest SE (“MGI” or the “Company”, ISIN: SE0018538068; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange, OTCQX: MDGIF), has mandated Pareto Securities AB (“Pareto Securities”) as global coordinator and joint bookrunner and Nordea Bank Abp (“Nordea”) as joint bookrunner to investigate the possibility of issuing new 4-year senior secured floating rate bonds in an approximate amount of EUR 200,000,000 (the “New Bonds”). Subject to inter alia market conditions, a capital markets transaction may follow. Without having any particular liquidity need in the near future, MGI is considering the issuance of New Bonds in order to extend the maturity profile of the Company’s outstanding debt instrument.

In connection with the issuance of New Bonds, the Company will offer a partial buy-back (the “Buy-Back”) to the holders of the Company’s outstanding senior secured floating rate bonds maturing on 27 November 2024 with ISIN SE0015194527 (the “Bonds 2024”). Holders of Bonds 2024 participating in the issuance of New Bonds will be offered priority in the Buy-Back allocation and the purchase price for the Buy-Back will be determined by way of a book building process. The final purchase price will be the same for all investors participating in the Buy-Back.

Pareto Securities and Nordea are acting as financial advisors in connection with the issuance of New Bonds and Buy-Back. Interested investors should contact Pareto Securities or Nordea via the contact details below. Gernandt & Danielsson Advokatbyrå and Baker McKenzie have been retained as legal advisors.

Responsible parties

The information in this release has been made public through the agency of the responsible persons at MGI 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 further information, please contact:

Pareto Securities:
Caroline Nytvedt
DCM Syndicate
+47 22 87 88 17
[email protected]

Nordea:
Simon Bach Schjølin
Liability Management
+45 6136 0379
[email protected]

MGI - Media and Games Invest SE:
Remco Westermann
Chairman of the Board and CEO
+49 40 411 885206

Sören Barz
Head of Investor Relations
+49 170 376 9571
[email protected], [email protected]
www.mgi.group

Jenny Rosberg, ROPA, IR contact Stockholm
+46707472741
[email protected]

Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt
+49 69 9055 05 51
[email protected]

About MGI - Media and Games Invest SE

MGI - Media and Games Invest SE (MGI) operates a fast-growing, profitable ad-software platform that matches global advertiser demand with publisher ad-supply while improving results through first party data from own games. MGI’s main operational presence is in North America and Europe. Through investments in organic growth and innovation, as well as targeted M&A, MGI has built a one-stop shop for programmatic advertising, enabling companies to buy and sell ad space across all digital devices (mobile apps, web, connected TV and digital out of home), with the mission to make advertising better. MGI is registered as Societas Europaea in Sweden (registration number 517100-0143) and its shares are listed on Nasdaq First North Premier Growth Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. The Company has two secured bonds that are listed on Nasdaq Stockholm and on the Frankfurt Stock Exchange Open Market. The Company's certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; [email protected].

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, and should not be considered as, a prospectus within the meaning of Regulation (EU) 2017/1129.

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 securities referred to herein may not be sold in the United Kingdom other than to persons who (i) are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (ii) are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are other persons to whom the Subscription Material or an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue of New Bonds may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The release must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons.

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, United Kingdom, 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.

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 New Bonds in MGI have been subject to a product approval process, which has determined that such New Bonds 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 in relation to eligible counterparties and professional clients as are permitted by MiFID II and, in relation to retail clients, the following channels for distribution – investment advice, portfolio management, non-advised sales and execution services, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the New Bonds in MGI may decline and investors could lose all or part of their investment; the New Bonds in MGI offer no guaranteed income and no capital protection; and an investment in the New Bonds in MGI 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 issue of New Bonds.

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 New Bonds in MGI.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Bonds in MGI and determining appropriate distribution channels.