Friday 16 September, 2022

ISSUANCE OF NEW SHARES IN CONNECTION WITH THE ACQUISITION OF BIG ANT STUDIOS

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.

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 22, 2022 under the terms of its 15th 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 400,234 new ordinary shares of the Company, representing approximately 0.46% of the existing share capital of the Company, at a price per share of 4.858 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.

For Alain Falc, Chairman and CEO of the Company, “This reinvestment of a portion of their earn-out payment by the Big Ant Studios selling partners is a sign of their strong support and confidence in the Company ».

Following the Transaction, the share capital of the Company will amount to € 86,879,407 divided into 86,879,407 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 15, 2022.

The impact of the Transaction on the distribution of the Company’s share capital is as follows:

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 0.995% 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, 2022, which, together with other regulated information and all of the Company’s press releases, is available on its website (https://corporate.nacongaming.com/).

ISSUANCE OF NEW SHARES IN CONNECTION WITH THE ACQUISITION OF BIG ANT STUDIOS