FOCUS HOME INTERACTIVE Announces the Strong Success of Its Capital Increase for an Amount of €70.35 Million for the Benefit of a Category of Beneficiaries

PARIS--(BUSINESS WIRE)-- Regulatory News:

This press release shall not be distributed, directly or indirectly, in the United States of America, Australia, Canada or Japan. This press release does not constitute and cannot be considered to constitute a public offering, an offer for subscription, an offer for sale or a solicitation of interest with a view to making a public offering of securities in any country whatsoever.

FOCUS HOME INTERACTIVE (FR0012419307 - ALFOC), a leading European publisher, distributor and developer of video games (the "Company"), announces the strong success of its €70.35 million capital increase with cancellation of preferential subscription rights for the benefit of a category of beneficiaries through the accelerated book building process (the "Offering").

Joh. Berenberg, Gossler & Co KG ("Berenberg") and Midcap, a division of TP ICAP EUROPE SA are acting as Global Coordinators (the "Global Coordinators"). EuroLand Corporate is acting as Focus Home Interactive's Counsel.

With a very good dynamic in the construction of the order book, the transaction shows a limited discount of 0.89% compared to the closing price of the Company share on the Euronext Growth Paris multilateral trading facility on 18 May 2021 and represents 19.70% of the Company share capital through the creation of 1,050,000 new shares.

Summary of the rationale behind the Offering

The funds raised will enable Focus Home Interactive to accelerate its development in France and abroad.

In this perspective, the net proceeds of the Offer are intended to provide the Company and its subsidiaries (together the “Group”) with additional means to:

• Finance its medium and long-term external growth activities, in particular via the acquisition of studios that will enrich the Group's pool of talent.
• Continue to upgrade the range of games produced by the Group and invest more in development budgets.

Principal terms and conditions of the Offering

The gross proceeds of the Offer amounted to €70.35 million.

A total of 1,050,000 new ordinary shares, with a nominal value of €1.20 each, were issued to the benefit of categories of beneficiaries, in accordance with Article L. 225-138 of the French Commercial Code and pursuant to the tenth resolution adopted by Combined General Meeting of Shareholders of the Company on 16 April 2021. The order book was very well covered, supported by a strong demand from new and existing international and French institutional investors.

The new shares, representing 19.70% of the Company's share capital, on a non-diluted basis, prior to the completion of the Offer, were issued by decision of the Chairman of the Management Board of the Company pursuant to and within the limits of (i) the subdelegation granted to him by the Management Board on 18 May 2021, (ii) the authorisation of the Company's Supervisory Board granted to the Management Board in the context of the Offer and (iii) the delegation of authority granted by the tenth resolution approved by the Combined General Meeting of Shareholders held on 16 April 2021.

The issue price of the new shares has been set at €67 per share, representing a discount of 0.89% to the volume weighted average of the share prices of the Focus Home Interactive share on the last three trading sessions preceding the date on which the issue price is set (i.e. 14 , 17 and 18 May 2021), i.e. €67.60.

By way of illustration, a shareholder holding 1% of the share capital of Focus Home Interactive prior to the launch of the Offer who has not subscribed will now hold a stake of 0.84 %.

Following the settlement and delivery, Company's share capital will be increased from €6,395,930.40 to €7,655,930.40, divided into 6,379,942 shares with a nominal value of €1.20 each.

To the best of the Company's knowledge, the breakdown of shareholders before and after the completion of the Offer is as follows

Admission to trading of the new shares

The new shares will carry current dividend rights and will be admitted to trading on the Euronext Growth Paris multilateral trading facility under the same ISIN code FR0012419307 - ALFOC. They shall be subject to all provisions of the articles of association and shall be equivalent to existing shares upon completion of the capital increase. The settlement and delivery of the new shares and their admission to trading on the Euronext Growth Paris multilateral trading facility are scheduled for 21 May 2021.

The information provided in this press release stems from the placement of the shares as part of an accelerated book building process, which is now complete but remains conditional on settlement and delivery.

Standstill commitment

The Company has signed a lock-up agreement for a period of 90 days from the settlement-delivery date of the Offer, subject to customary exceptions, limiting the Company's ability to issue new shares during this period.

Neology Holding, the historical shareholder, has signed an undertaking to retain the shares held prior to the completion of the Offer and the new shares subscribed for in the context of the Offer for a period of 90 days from the date of settlement-delivery of the Offer, subject to customary exceptions.

Underwriting of the Offering

The Offer is not underwritten. However, the Offer is subject to a placement agreement between the Company and the Global Coordinators.

The placing agreement may be terminated by the Global Coordinators at any time up to (and including) the settlement-delivery date of the Offer on 21 May 2021, subject to certain conditions.

In the event that the Placing Agreement is terminated in accordance with its terms, all orders placed by investors under the Offer will be null and void.

The placement agreement does not constitute a firm underwriting (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.

Prospectus

Pursuant to the provisions of Article 1.4 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, the Offer will not give rise to the publication of a Prospectus subject to the approval of the Autorité des Marchés Financiers.

About Focus Home Interactive

FOCUS HOME INTERACTIVE is one of the leading European publishers, distributors and developers of video games. Its mission is to support leading French and international studios in the development, production monitoring, marketing, commercialisation and financing of their projects.

Publisher of strong licenses such as The Surge, Vampyr, Snowrunner, or A Plague Tale: Innocence, the Group achieved a turnover of 171 million euros in 2020-21, up 20% on the previous comparable period. FOCUS HOME INTERACTIVE generates 95% of its sales internationally. All financial information about FOCUS HOME INTERACTIVE can be found on www.focus-home.com

Disclaimer

This press release, and the information contained herein, do not constitute an offer to sell or subscribe, or the solicitation of an order to buy or subscribe, FOCUS HOME INTERACTIVE shares in any country.

This press release is an advertisement and not a prospectus within the meaning of Regulation (UE) n°2017/1129 of the Parliament and of the Council of 14 June 2017, as amended (the “Prospectus Regulation”).

In member states of the European Economic Area and in the United Kingdom, this communication and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation.

This document is not an offer to sell securities nor the solicitation of an offer to purchase securities in the United States of America. FOCUS HOME INTERACTIVE shares or other securities may not be offered or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended, (the « Securities Act ») or an exemption from registration, it being specified that the FOCUS HOME INTERACTIVE shares have not been and will not be registered under the Securities Act. FOCUS HOME INTERACTIVE does not intend to register the offer in whole or in part in the United States of America or to make an offer to the public in the United States of America.

With respect to the United Kingdom, the release of this press release is not made by and has not been approved by an authorized person within the meaning of Section 21 (1) of the Financial Services and Markets Act 2000. Accordingly, this press release is only being distributed to, and is only directed at persons (i) who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) who are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iv) who are not in the United Kingdom (all such persons together being referred to as “Relevant Persons”). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons.

This press release provides guidance on the objectives of FOCUS HOME INTERACTIVE and contains prospective statements. This information is not historical data and should not be construed as a guarantee that the facts and data set out will occur. This information is based on data, assumptions and estimates considered reasonable by FOCUS HOME INTERACTIVE. The latter operates in a competitive and rapidly evolving environment. Therefore, FOCUS HOME INTERACTIVE is not in a position to anticipate all risks, uncertainties or other factors likely to affect its activity, their potential impact on its activity, or to what extent the materialization of a risk or combination of risks could have significantly different results from those mentioned in any prospective statements. This information is only given on the date of this press release. FOCUS HOME INTERACTIVE makes no commitment to publish updates to this information or the assumptions on which it is based, with the exception of any legal or regulatory obligation applicable to it.

The distribution of this press release may, in certain countries, be subject to specific regulations. Consequently, persons physically present in these countries and in which the press release is disseminated, published or distributed must inform themselves and comply with these laws and regulations.

No copy of this press release is, and shall be, distributed or sent directly or indirectly to the United States of America, Canada, Japan or Australia.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210518006256/en/

Investors Relations
FTI Consulting
Arnaud de Cheffontaines
Cosme Julien-Madoni
Tél : + 33 (0) 1 47 03 68 10
Mail : [email protected]

Press Relations
FTI Consulting
Rémi Salvador
Sophie van Elven
Tél : + 33 (0) 1 47 03 68 10
Mail : [email protected]

Source: FOCUS HOME INTERACTIVE

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