ISSUANCE OF NEW SHARES IN CONNECTION WITH THE ACQUISITION OF BIG ANT STUDIOS
On January 21, 2021, the Company announced the acquisition of Big Ant Studios, a leading Australian video game studio in major sports such as rugby, tennis and cricket. As specified in the terms of the transaction, the acquisition agreement provided for the payment of earnouts based on performance criteria to the selling partners.
Given the strong performance of Big Ant Studios, some of the performance criteria previously established have been met. The selling partners of Big Ant Studios have decided to reinvest half of their earn-outs in the capital of the Company.
Thus, the Board of Directors of the Company has decided today, using the delegation of authority granted to it by the General Meeting of the Company on July 26, 2024 under the terms of its 17th resolution and in accordance with the provisions of article L. 411-2 1° of the French Monetary and Financial Code, an issue without preferential subscription rights of 2.315.969 new ordinary shares of the Company, representing 2.19% of the existing share capital of the Company, at a price per share of 1.002 euros including the issue premium (the "Transaction"). The subscription price for the Transaction does not involve any discount to the average closing price of Nacon shares over the 20 trading days preceding its determination.
Following the Transaction, the share capital of the Company will amount to € 108.198.534 divided into 108.198.534 ordinary shares of one (1) euro nominal value each.
The settlement-delivery of the new ordinary shares issued in the context of the Transaction and their admission to trading on the regulated market of Euronext in Paris are scheduled for October 20, 2024.
The impact of the Transaction on the distribution of the Company's share capital is as follows:
Shareholders
Before implementation of the Transaction
After implementation of the Transaction
Shares
% of capital
Shares
% of capital
Bigben Interactive
61 924 391
58,48 %
61 924 391
57,23%
Bpifrance Investissement
3 420 591
3,23 %
3 420 591
3,16 %
CDC Croissance
400 897
0,38%
400 897
0,37 %
Public
40 136 686
37,91%
42 452 655
39,24%
Total
105 882 565 *
100,00 %
108 198 534
100,00 %
* including 560 628 new shares, following the capital increase approved by the Board of Directors on 20/09/2024 (definitive acquisition of free shares).
By way of illustration, the shareholding of a shareholder holding 1.00% of the Company's share capital, prior to the issue of new shares, amounts to 0.98% after the Transaction.
In accordance with the provisions of article 211-3 of the General Regulations of the Autorité des Marchés Financiers, the issue of new ordinary shares of the Company in the context of an offer referred to in paragraph 1° of article L. 411-2 of the French Monetary and Financial Code, has not led to a prospectus submitted for approval to the Autorité des Marchés Financiers.
Detailed information about the Company, including its business, results and related risk factors, can be found in the annual financial report for the year ended March 31, 2024, which, together with other regulated information and all of the Company's press releases, is available on its website (https://corporate.nacongaming.com/).
Upcoming events:
Publication of second quarter 2024/25 sales on 28 October 2024 after the market close
* * *
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction nor shall it be deemed an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under local law.
Disclaimer
This press release may not be disseminated, published or distributed, directly or indirectly, in the United States of America, Australia, Canada or Japan. The distribution of this press release may be subject to specific regulations in certain countries. Persons in possession of any documents or other information referred to in this press release should inform themselves about and observe any local restrictions. Failure to comply with such restrictions may constitute a violation of the securities laws of the relevant jurisdiction.
ABOUT NACON
2023/24 IFRS SALES €167.7 MILLION 2023/24 OPERATING INCOME: €20.9 MILLION
NACON is part of the Bigben group and was formed in 2019 to optimise its areas of expertise and generate synergies between them in the video game market. Combining its 16 development studios, AA video game publishing and the design and distribution of premium gaming peripherals, NACON has 30 years of expertise in serving gamers. This new unified business gives NACON a stronger position in its market and enables it to innovate by creating new and unique competitive advantages.
Listed on Euronext Paris, Compartment B – Index: CAC Mid&Small ISIN: FR0013482791; Reuters: NACON.PA; Bloomberg: NACON:FP
