NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
Oslo, 9 November 2026
Summary for shareholders:
- 5th Planet Games is building on the momentum of Sker Ritual and Invincible VS
as it expands its games publishing and co-financing platform
- Pending an Extraordinary General Meeting, 5PG will carry out a fully
underwritten rights issue to help fund its continued growth
- Skybound Entertainment has pre-committed to maintain its majority share in
5PG, confirming its confidence in 5PG's strategy
The board of directors of 5th Planet Games A/S (the "5PG") has approved a
proposed rights issue of approximately 53 million shares (the "New Shares") with
tradable preferential subscription rights for existing shareholders (the "Rights
Issue"), subject to the Extraordinary General Meeting (the "EGM"), expected to
be held on or about 1 December 2026, authorizing the board of directors to
resolve the share capital increase and the board of directors subsequently
resolving to implement the Rights Issue. The Rights Issue is underwritten by a
consortium of underwriters for an amount up to NOK 32 million, and, subject to
the final Offer Price, will raise gross proceeds of minimum NOK 15 million and
up to an amount corresponding to 53 million shares multiplied by the final Offer
Price, as defined below.
The proposed rights issue is intended to accelerate the 5th Planet Games growth
strategy as 5PG continues to expand its games publishing and co-financing
activities, building on the positive reception of Invincible VS and the
successful relaunch of Sker Ritual, both in partnership with its largest
shareholder, Skybound Game Studios Inc ("Skybound").
Skybound, together with a syndicate of underwriters, is showing strong support
for the transaction. Skybound has pre-committed its pro-rata share of 56.5% of
the Rights Issue and the syndicate of underwriters has underwritten the
remaining amount up to NOK 13 million for a total of NOK 32 million at the
current share price. This commitment reflects Skybound's continued belief in 5th
Planet Games' long-term strategy and reinforces the shared ambition to grow a
portfolio of high-value game publishing and financing opportunities.
These initiatives are intended to position 5th Planet Games for strong,
sustainable revenue growth, increased profitability and portfolio
diversification through further acquisitions of new games and the co-financing
of premium games. The proposed use of proceeds from this action will focus on
the continued acquisition of publishing rights as detailed below.
- 5th Planet Games continues to see encouraging progress across its games
portfolio and pipeline, reinforcing its focus on two strategic growth pillars:
1. The acquisition of publishing rights for certain established games with
demonstrated player engagement and commercial performance as represented by the
recent acquisition of publishing rights for Sker Ritual.
2. Selective co-financing of premium games alongside experienced partners,
allowing 5PG to participate in larger-scale gaming opportunities leveraging
established IP, as represented by the recent release of Invincible VS based on
the globally recognized Skybound IP.
Mark Stanger, CEO of 5th Planet Games, commented: "We are entering an exciting
new phase for 5PG. The progress we've seen from both Sker Ritual and Invincible
VS reinforces our belief that our publishing and co-financing model positions us
for long-term success and added value for our shareholders. This rights issuance
will provide the resources needed to pursue additional opportunities, expand our
portfolio and continue executing our strategy at a greater scale. We're thankful
to Skybound and our underwriting partners for supporting us in these efforts."
An updated company presentation has been published on the 5th Planet Games
website, providing further details about the strategy. Shareholders and new
investors will be invited to a conference call soon to learn more.
5th Planet Games remains on track to meet its updated financial targets from 9
October 2026. 5PG plans to transition from EBITDA to Adjusted EBITDA as a key
performance measure, reflecting upcoming IFRS accounting changes that will
reclassify certain royalty income from co-published projects. This is a
reporting change only and does not impact 5PG's operations, cash flow
expectations, or net income.
Norne Securities AS has been engaged as manager for the Rights Issue.
Advokatfirmaet Selmer AS and Accura Advokatpartnerselskab are acting as 5PG's
Norwegian and Danish legal counsel respectively.
Pre-commitment and underwriting
The Rights Issue is underwritten by a syndicate of underwriters, including
Skybound, pursuant to customary underwriting agreements for an amount up to NOK
32 million at the current share price. Each respective Underwriter's commitment
will be adjusted pro-rata based on the respective amounts underwritten and the
final size of the Rights Issue, but not for a total underwriting amount above
NOK 32 million.
Skybound Game Studios, Inc ("Skybound") will pre-commit and subscribe for New
Shares in the Rights Issue according to their ownership of 56.5% in 5PG (the
"Pre-Commitment"), corresponding to approximately up to NOK 18 million at the
current share price.
Any new shares subscribed in the Rights Issue will reduce the underwriting
commitment of the underwriters.
Offer price and subscription rights
The offer price for the new shares to be issued in the Rights Issue (the "Offer
Price"), and thus the exact number of new shares and the exact size of the share
capital increase, will be determined by the board of directors, based on a
recommendation from the manager for the Rights Issue (the "Manager"), pursuant
to the authorization granted by the EGM, when the board of directors resolves
the share capital increase immediately prior to the start of the subscription
period.
Pursuant to the underwriting agreements entered into in connection with the
Rights Issue (the "Underwriting Agreements"), the Offer Price shall be the
theoretical ex-rights price (TERP) based on the volume-weighted average price
(VWAP) of 5PG's shares on Euronext Expand over the three trading days prior to
the EGM, less a discount of at least 30%. However, the maximum Offer Price shall
not exceed a 15% premium to the TERP calculated based on the last closing price
of 5PG's shares on Euronext Expand prior to 5PG's announcement of the
underwritten Rights Issue less a discount of at least 30%. The board of
directors' resolution in this respect will be announced through a stock exchange
announcement when the board of directors has resolved to exercise the
authorization granted by the EGM.
The Rights Issue will be directed towards the shareholders of 5PG as at the
record date, being T+2 days after the board of directors' approval of the share
capital increase pursuant to the EGM's authorization, who are not resident in a
jurisdiction where such offering would be unlawful or require any prospectus,
filing, registration or similar action (in jurisdictions other than
Norway/Denmark) will be granted a preferential right to subscribe for and be
allocated the new shares in proportion to their existing shareholding and will
receive tradable subscription rights proportionate to their shareholding as
registered in 5PG's shareholder register in the Norwegian Central Securities
Depository (the "VPS") at the expiry of 3 December 2026, being the record date.
Provided that a purchase of shares is made with ordinary T+2 settlement, shares
purchased up to and including 1 December 2026 will give the right to receive
subscription rights, whereas shares purchased from and including 2 December 2026
will not give the right to receive subscription rights.
5PG will apply for the subscription rights to be listed on Euronext Expand.
Subject to approval of the listing application and registration of the national
prospectus with the Norwegian Register of Business Enterprises, as described
below, the subscription rights will be listed and tradable from and including
the first day of the subscription period until 16:30 (Oslo time) on the date
falling four trading days before the subscription period expires.
Oversubscription and subscription without subscription rights will be permitted.
Each subscription right validly exercised during the subscription period will
give the right to subscribe for and be allocated one New Share. Any remaining
New Shares will first be allocated to subscribers who have exercised
subscription rights and oversubscribed, pro rata based on the number of
subscription rights exercised, then to subscribers without subscription rights,
and finally pursuant to the respective underwriting commitments.
5PG will prepare and publish a national prospectus setting out the full terms
and conditions of the Rights Issue and other information relevant to investors
considering subscribing for shares (the "Prospectus"). The Prospectus will be
registered with the Norwegian Register of Business Enterprises and published
before the subscription period commences, and will form the basis for
subscriptions in the Rights Issue.
Indicative timeline
Subject to timely registration and publication of the Prospectus, the
subscription period is expected to commence on 4 December 2026 at 16:00 CET and
expire on 18 December 2026 at 16:00 CET. 5PG together with the Manager reserve
the right, at their own discretion, to extend the subscription period at any
time and for any reason and on short or without notice. If the subscription
period is extended, the other dates referred to herein may be amended
accordingly. Notwithstanding any change in the subscription period, applicants
will be bound by their subscriptions for New Shares.
Included below is an indicative timeline for the Rights Issue:
1 December 2026: Resolution by extraordinary general meeting authorizing the
board of directors to resolve the share capital increase
1 December 2026: Last day of trading in the shares including subscription rights
1 December 2026: The board of directors' resolution to increase the share
capital in connection with the Rights Issue
2 December 2026: Publication of the prospectus in connection with the Rights
Issue
2 December 2026: First day of trading in the shares excluding Subscription
Rights
3 December 2026: Record date for determination of the right to receive
subscription rights, being T+2 days after the board of directors' approval of
the share capital increase
4 December 2026: First day of trading in the shares excluding subscription
rights
On or about 4 December 2026: Commencement of the subscription period and first
day of trading in the subscription rights
On or about 14 December 2026: Last day of trading in the subscription rights
On or about 18 December 2026: Last day of the subscription period, ending at
16:00 CET
On or about 18 December 2026: Allocation of the new shares
On or about 22 December 2026: Payment for the new shares
On or about 23 December 2026: Registration of the share capital increase with
the Danish Business Registry
The Rights Issue is subject to, inter alia, the following conditions (together,
the "Conditions"): (i) all necessary corporate resolutions of 5PG required to
implement the Rights Issue having been validly made, including the EGM, expected
to be held on 1 December 2026, having authorized the board of directors to
resolve the share capital increase pertaining to the Rights Issue and to
increase the share capital for the purpose of issuing shares in settlement of
underwriting commission; (ii) the board of directors having resolved the share
capital increase pertaining to the Rights Issue and to complete the Rights
Issue; (iii) 5PG having registered the Prospectus with the Norwegian Register of
Business Enterprises and published it; (iv) the Underwriting Agreements
remaining in full force and effect; and (v) the share capital increase
pertaining to the issuance of the allocated New Shares having been validly
registered with the Danish Register of Business Enterprises and the allocated
New Shares having been validly issued and registered in the VPS. The notice of
the EGM, including the proposed resolutions regarding the Rights Issue, is
attached to this announcement.
The size of the Rights Issue will be limited to less than 20% of 5PG's currently
issued shares. This allows 5PG to rely on the applicable exemption under the
current prospectus regime and to carry out the Rights Issue on the basis of a
national prospectus.
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 information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Article 17 of MAR and Section 5-12 of the Norwegian Securities
Trading Act. This stock exchange announcement was published by Mark Stanger,
CEO, at the time and on the date stated above.
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 contained in 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.
Any appointed manager 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.
umstances 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.\