2017-09-26 16:45:53 CEST
2017-09-26 16:45:53 CEST
REGULATED INFORMATION
Rovio Entertainment Oyj - Prospectus/Announcement of Prospectus
Rovio Entertainment - Supplement to Rovio Entertainment Corporation's Offering Circular dated September 15, 2017
Stock exchange release September 26, 2017, at 5.45 p.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Rovio Entertainment Corporation has supplemented its offering circular dated
September 15, 2017. The Finnish Financial Supervisory Authority has on September
26, 2017 approved the supplement to the offering circular which is attached
hereto in full.
Additional information
Rovio communications, tel. +358 40 485 8985, comms@rovio.com
Rauno Heinonen, SVP, Corporate Communications and Investor Relations, tel.
+358 40 861 9345, rauno.heinonen@rovio.com
DISCLAIMER
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States. These written materials do
not constitute an offer of securities for sale in the United States, nor may the
securities be offered or sold in the United States absent registration or an
exemption from registration as provided in the U.S. Securities Act of 1933, as
amended, and the rules and regulations thereunder. The securities have not been
and will not be registered under the U.S. Securities Act of 1933, as amended.
The issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
assumes no responsibility in the event there is a violation by any person of
such restrictions.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors must
neither accept any offer for, nor acquire, any securities to which this document
refers, unless they do so on the basis of the information contained in the
applicable offering document prepared by the Company.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland, Sweden and
Denmark. With respect to each Member State of the European Economic Area other
than Finland, Sweden and Denmark and which has implemented the Prospectus
Directive (each, a "Relevant Member State"), no action has been undertaken or
will be undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant Member State. As a result, the
securities may only be offered in Relevant Member States (a) to any legal entity
which is a qualified investor as defined in the Prospectus Directive; or (b) in
any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the expression an "offer of securities to
the public" means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
This communication does not constitute an offer of the securities to the public
in the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the securities. This communication is directed only at (i)
persons who are outside the United Kingdom or (ii) 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") or (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2) of the Order (all such
persons together being referred to as "relevant persons"). Any investment
activity to which this communication relates will only be available to and will
only be engaged with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
Forward-looking statements
Certain statements in this communication are not historical facts and are
"forward-looking statements". Forward-looking statements include statements
concerning our plans, expectations, projections, objectives, targets, goals,
strategies, future events, future revenues or performance, capital expenditures,
financing needs, plans or intentions relating to acquisitions, the Company's
competitive strengths and weaknesses, plans or goals relating to financial
position, future operations and development, its business strategy and the
anticipated trends in the industries and the political and legal environment in
which it operates and other information that is not historical information, such
as revenue growth, EBITDA growth, operating leverage and cost savings,
investments, the contemplated Offering and listing, future cash flow generation,
operating profit margin, operating capital expenditure, ratio of net debt and
EBITDA, revenue, and operating results. In some instances, they can be
identified by the use of forward-looking terminology, including the terms
"believes", "intends", "may", "will" or "should" or, in each case, their
negative or variations on comparable terminology.
Forward-looking statements in this communication are based on various
assumptions, many of which in turn are based on assumptions. By their very
nature, forward-looking statements involve inherent risks, uncertainties and
assumptions, both general and specific, and risks exist that the predictions,
forecasts, projections and other forward-looking statements will not be
achieved. Given these risks, uncertainties and assumptions, you are cautioned
not to place undue reliance on such forward-looking statements. Any forward-
looking statements contained herein speak only as at the date of this release.
Save as required by law, the Company, the joint global coordinators and the
joint bookrunners do not intend and do not assume any obligation, to update or
correct any forward-looking statement contained herein.
APPENDIX
Supplement to Rovio Entertainment Corporation's Offering Circular
Supplement to the Offering Circular September 26, 2017:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
This supplement may not be sent to any person in Australia, Hong Kong, Japan,
Singapore, South Africa or, subject to certain exceptions, the United States and
Canada, or any other jurisdiction in which it would not be permissible to make
an offer of the Shares. Other than as specifically described in the Finnish
language offering circular dated September 15, 2017 (the "Offering Circular"),
an offering has not been made in or into any such country.
Rovio Entertainment Corporation ("Rovio" or the "Company") supplements its
Offering Circular concerning an issuance by the Company of new shares in the
Company to raise gross proceeds of approximately EUR 30 million and an offering
by certain shareholders of the Company of initially up to 34,314,389 existing
shares in the Company with the following information. The information in this
supplement should be read together with the Offering Circular. Capitalized terms
used but not defined in this supplement have the meanings given to them in the
Offering Circular. The Finnish Financial Supervisory Authority has approved this
supplement to the Offering Circular on September 26, 2017. The journal number of
the Financial Supervisory Authority's approval is FIVA 73/02.05.04/2017.
In accordance with the terms and conditions of the Offering, if the Finnish
Prospectus is supplemented or corrected due to a material error or omission or
due to material new information that has become known after the Finnish
Financial Supervisory Authority has approved the Finnish Prospectus and before
trading in the Offer Shares begins on the pre-list of Nasdaq Helsinki, investors
who have given their Commitments before the supplement to or correction of the
Finnish Prospectus have, in accordance with the Finnish Securities Markets Act,
the right to cancel their Commitments within at least two (2) banking days after
the supplement or correction has been published, which is September 26, 2017.
Any cancellation of a Commitment must concern the total number of Offer Shares
covered by all Commitments given by an individual investor.
In case an investor wants to cancel a Commitment, it must notify the
cancellation to the subscription place where the initial Commitment was made by
4:00 p.m. (Finnish time) on September 28, 2017 however, noting the normal
opening hours of the subscription place.
Information to be corrected
In the Offering Circular, the revenue figures for the subunits of the Brand
Licensing business unit (i.e., Consumer Products and Content Licensing) for the
financial year ended December 31, 2016 were transposed in two tables, which also
impacted the revenue of these subunits for the 12 months ended June 30, 2017
presented in the tables. In addition, certain changes have been made in element
B.7 of the summary and in certain tables in section "Selected Financial
Information".
Therefore, the table under the heading "Brand Licensing business unit Additional
Information" in element B.7 the summary of the Offering Circular and the
corresponding table under the heading "Brand Licensing business unit Additional
Information" in section "Selected Financial Information" is amended to read as
follows (changed figures in italics and bold) (this change applies to the
Finnish language Offering Circular, English language translation of the Offering
Circular, Swedish language summary to the Offering Circular and Danish language
summary to the Offering Circular):
| | | 12 months
| | |ended June
2017 2016 | 2016 2015 | 2015 2014 | 30, 2017
| | |
Jan 1 - Jun 30|Jan 1 - Dec 31|Jan 1 - Dec 31|
| | |
| (IFRS) | | (IFRS)
(IFRS) | (unaudited) | (FAS) |(unaudited)
(unaudited) | | (unaudited) |
-------------------------------------+--------------+--------------+-----------
CONSOLIDATED | | |
SEGMENT DATA, | | |
EUR thousand | | |
| | |
Revenue | | |
| | |
Brand Licensing | | |
business unit total 34,639 11,631 |32,664 28,580 |28,580 47,624 |55,672
| | |
Consumer Products 5,270 9,095 |20,476 22,358 |22,358 41,413 |16,651
| | |
Content Licensing 29,369 2,536 |12,188 6,222 |6,222 6,211 |39,021
In element B.7 in the summary in a table under the heading "Keskeisiä
tunnuslukuja" and in the section "Eräitä taloudellisia tietoja" in a
corresponding table, as well as in the English language translation of the
Offering Circular in a table in the summary in element B.7 under the heading
"Key Performance Indicators", in a table in the section "Selected Financial
Information" under the heading "Key Performance Indicators" and in the Swedish
language summary, in a table in element B.7 under heading "Nyckeltal" and in the
Danish language summary, in a table in element B.7 under the heading "Key
Performance Indicators" is amended as follows (changes in italics and bold):
Offering Circular:
Osakekohtainen tulos, euroa
Osinko/osake, euroa
English language translation of the Offering Circular:
Earnings per share, EUR
Dividend per share, EUR
Swedish language summary:
Resultat per aktie, EUR
Utdelning per aktie, EUR
Danish language summary:
Resultat pr. aktie, EUR
Udbytte pr. aktie, EUR
In section "Capitalization and Indebtedness" the items B and D. should read as
follows in the Finnish language Offering Circular (Finnish language Offering
Circular page 73):
B. Lyhytaikaiset talletukset
D. Lyhytaikaiset korolliset velat
In the English language translation of the Offering Circular, the following
changes are made to the tables below (change in italics and bold)
A table in the summary in element B.7 and in section "Selected Financial
Information" is amended as follows:
The following table sets forth Rovio's cash flow data for the periods indicated:
2017 2016 | 2016 2015 | 2015 2014
| |
Jan 1 - Jun 30 | Jan 1 - Dec 31 | Jan 1 - Dec 31
| |
(IFRS) (IFRS) | (IFRS) | (FAS) (FAS)
| |
|(audited, |
| unless |
| other- |
| wise |
(unau- | indi- (unau- |
dited) (unaudited)| cated) dited) |(audited)(2) (audited)( 2)
---------------------------------+------------------+--------------------------
CONSOLI- | |
DATED | |
STATEMENT | |
OF CASH | |
FLOWS, | |
EUR thousand | |
| |
| |
| |
Operating | |
activities | |
| |
Profit before | |
tax 17,231 5,650| 15,364 (20,700)| (20,292) 11,403
The following table sets forth Rovio's revenue, adjusted EBITDA, EBITDA,
adjusted operating profit and operating profit and capital expenditure by
segment for the periods indicated:
| |
| |
| | 12
| | months
2017 2016| 2016 2015 | 2015 2014 ended
Jan 1 - Jun 30 | Jan 1 - Dec 31 | Jan 1 - Dec 31 June
| |
| | 30, 2017
(IFRS) | (IFRS) (IFRS) | (FAS) (IFRS)
| |
| (unaudited, |
| unless | (unaudited, unless
| other- | other-
| wise | wise
| indi- | indi- (unau-
(unau-dited) | cated) | cated) dited)
--------------------------+-------------------+----------------------- ---------
CONSOLI- | |
DATED | |
SEGMENT, | |
EUR | |
thousand | |
| |
Revenue | |
| |
Total 152,565 78,502|191,704(1) 142,067| 142,067(1) 158,349(1) 265,767
| |
Games 117,926 66,871| 159,039 113,487| 113,487 110,725 210,094
| |
Brand | |
Licensing 34,639 11,631| 32,664 28,580| 28,580 47,624 55,673
| |
Other - -| - -| - - -
| |
| |
| |
EBITDA | |
| |
Total 39,880 10,979| 35,376 (6,461)| (5,696) 17,047 64,277
| |
Games 22,426 16,801| 39,788 11,106| 11,582 24,727 45,414
| |
Brand | | 29,095
Licensing 22,362 (930)| 5,803 (5,894)| (5,464) 966
| |
Other (4,908) (4,893)| (10,215) (11,673)| (11,815) (8,646) (10,232)
| |
| |
| |
Adjusted | |
EBITDA | |
| |
Total 41,847 10,979| 35,376 (3,197)| (2,432) 18,336 66,243
| |
Games 22,496 16,801| 39,788 12,765| 13,241 25,201 45,483
| |
Brand | | 30,984
Licensing 24,251 (930)| 5,803 (4,671)| (4,241) 1,726
| |
Other (4,900) (4,893)| (10,215) (11,291)| (11,433) (8,591) (10,224)
| |
| |
| |
Operating | |
profit | |
| |
Total 19,377 6,780| 16,886(1) (21,564)|(21,083)(1) 9,977(1) 29,483
| |
Games 19,452 14,287| 28,950 3,599| 4,075 19,485 34,115
| |
Brand | | 5,810
Licensing 4,935 (2,616)| (1,741) (13,563)| (13,133) (728)
| |
Other (5,010) (4,891)| (10,323) (11,600)| (12,025) (8,780) (10,442)
The following table sets forth the reconciliation of adjusted EBITDA:
| | 12 months
| | ended
| | June 30,
2016 | 2015 | 2017
| |
Jan 1 - Dec 31 | Jan 1 - Dec 31 |
-----------------------+----------------------+------------------------
In-| In-| In-
come| come| come
state-| state-| state-
ment| ment| ment
with-| With-| with-
out| out| out
Items items| Items items| Items items
affect- affect-| affect- affect-| affect- affect-
ting ting| ting ting| ting ting
com- com-| com- com-| com- com-
para- para| para- para-| para- para-
bili- bili-| bili- bili-| bili- bili-
IFRS ty ty| IFRS ty ty| IFRS ty ty
| |
(un- (un- | (un- | (un-
(audi- au- au- | au- | au-
ted) dited) dited) | dited) | dited)
--------------------------------+----------------------+------------------------
Reve- 191, 191,| 142, 142,| 265, 265,
nue 704 - 704| 067 - 067| 767 - 767
| |
Other | |
opera- | |
ting | 1,|
income 50 - 50| 1,034 - 034| 549 - 549
| |
Mate- | |
rials | |
and | |
ser- (52, (52,| (37, (37,| (69, (69,
vices 949) - 949)| 506) - 506)| 113) - 113)
| |
Em- | |
ployee | |
bene- | |
fits ex- (49, (49,| (55, (53,| (54, 1, (52,
pense 532) - 532)| 537) 1,629 908)| 277) 841 436)
| |
Depre- | |
ciation | |
and | |
amor- (18, (18,| (15, (15,| (34, (34,
tization 490) - 490)| 103) - 103)| 795) - 795)
| |
Other | |
opera- | |
ting | |
expen- (53, (53,| (56, 1, (54,| (78,
ses 897) - 897)| 518) 636 882)|(78,649) 125 524)
--------------------------------+----------------------+------------------------
Opera- | |
ting | |
pro- 16, 16,| (21, 3, (18,| 29, 1, 31,
fit 886 - 886| 564) 264 300)| 483 967 450
In the Swedish language summary element B.7 the following change is made (change
in italics and bold):
Följande tabellvisar avstämming av justerat rörelseresultat och EBITDA per
segment:
| (10 (11| (12 (10
Rörelseresultat (5 010) (4 891)| 323) 600)| 025) (8 780) 442)
| |
Nedskrivningar och | |
avskrivningar 102 (2)| 108 (73)| 210 134 212
| |
| (10 (11| (11 (10
EBITDA (4 908) (4 893)| 215) 673)| 815) (8 646) 232)
| |
Jämförelsestörande | |
poster 8 -| - 382| 382 55 8
| |
| (10 (11| (11 (10
Justerad EBITDA (4 900) (4 893)| 215) 291)| 433) (8 591) 224)
The Offering Circular section "Operating and Financial Review and Prospects -
Results of Operations - Financial Year Ended December 31, 2015 as Compared to
Financial Year Ended December 31, 2014 (FAS) - Operating profit" is changed as
follows: (changes in italics and bold) (Finnish language Offering Circular page
167 and English language translation of the Offering Circular page 214):
Games
The Games business unit's operating profit for the financial year ended December
31, 2015 was EUR 4.1 million, representing a decrease of EUR 15.4 million, or
79.1 percent, as compared to EUR 19.5 million for the financial year ended
December 31, 2014. The decrease was primarily due to increased marketing costs
during the launch period of the Angry Birds 2 game during the six months ended
June 30, 2015 and also due to higher fixed expenses.
Brand Licensing
The Brand Licensing business unit's operating loss for the financial year ended
December 31, 2015 was EUR 13.1 million, representing an increase of EUR 12.4
million as compared to an operating loss of EUR 0.7 million for the financial
year ended December 31, 2014. The increase was due to lower demand for Angry
Birds merchandise from retailers in 2015 as compared to 2014.
Cancellation in accordance with the Finnish Securities Markets Act - Procedure
to cancel a Commitment
The cancellation of a Commitment must be notified in writing to the subscription
place where the initial Commitment was made and within the time limit set for
such cancellation, with following exceptions:
* A Commitment made by telephone to the Danske Bank Investment Line may be
cancelled by telephone using Danske Bank's bank identifiers.
* The cancellation of a Commitment made online via the Danske Bank eBanking
service, corporate eBanking services or Web subscription can be made by
visiting a Danske Bank office (excluding corporate offices) in person or
through an authorized representative or by calling Danske Bank Investment
Line using Danske Bank's bank identifiers.
* A Commitment made by telephone to OP telephone service may be cancelled by
telephone using OP's bank identifiers.
* The cancellation of a Commitment made via Nordnet Bank online service can be
made through an authorized representative or via Nordnet Bank online service
by accepting a separate Commitment cancellation using Nordnet Bank's bank
identifiers.
Cancelling or changing a Commitment in the Public Offering cannot be made in OP
Financial Group's online services, instead it must be made in a branch office of
OP Financial Group's cooperative bank.
The possible cancellation of a Commitment must concern the entire Commitment.
After the time limit set for cancellation has expired, the cancellation right is
no longer valid. If a Commitment made in the Public Offering is cancelled, the
place of subscription will return the amount paid for the Offer Shares to the
bank account stated in the Commitment. The money will be refunded as soon as
possible after the cancellation, approximately within five (5) banking days of
the cancellation notice being given to the subscription place. If an investor's
bank account is in a different financial institution than the subscription
place, the refund will be paid to a Finnish bank account in accordance with the
payment schedule of the financial institutions, approximately no later than two
(2) banking days thereafter. No interest will be paid on the refunded amount.
Timetable of the Offering
The timetable of the Offering remains unchanged despite this supplement to the
Offering Circular and the cancellation right of the investors.
DISCLAIMER
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States. These written materials do
not constitute an offer of securities for sale in the United States, nor may the
securities be offered or sold in the United States absent registration or an
exemption from registration as provided in the U.S. Securities Act of 1933, as
amended, and the rules and regulations thereunder. The securities have not been
and will not be registered under the U.S. Securities Act of 1933, as amended.
The issue, exercise or sale of securities in the offering are subject to
specific legal or regulatory restrictions in certain jurisdictions. The Company
assumes no responsibility in the event there is a violation by any person of
such restrictions.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. Investors must
neither accept any offer for, nor acquire, any securities to which this document
refers, unless they do so on the basis of the information contained in the
applicable offering document prepared by the Company.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area other than Finland, Sweden and
Denmark. With respect to each Member State of the European Economic Area other
than Finland, Sweden and Denmark and which has implemented the Prospectus
Directive (each, a "Relevant Member State"), no action has been undertaken or
will be undertaken to make an offer to the public of securities requiring
publication of a prospectus in any Relevant Member State. As a result, the
securities may only be offered in Relevant Member States (a) to any legal entity
which is a qualified investor as defined in the Prospectus Directive; or (b) in
any other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purposes of this paragraph, the expression an "offer of securities to
the public" means the communication in any form and by any means of sufficient
information on the terms of the offer and the securities to be offered so as to
enable an investor to decide to exercise, purchase or subscribe the securities,
as the same may be varied in that Member State by any measure implementing the
Prospectus Directive in that Member State and the expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member
State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
This communication does not constitute an offer of the securities to the public
in the United Kingdom. No prospectus has been or will be approved in the United
Kingdom in respect of the securities. This communication is directed only at (i)
persons who are outside the United Kingdom or (ii) 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") or (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2) of the Order (all such
persons together being referred to as "relevant persons"). Any investment
activity to which this communication relates will only be available to and will
only be engaged with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
[]
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