Spread your wings and participate in Rovio’s public offering!

Public offering September 18–September 26, 2017

The subscription period commences on Monday September 18, 2017 at 10 a.m. (Finnish time).

The Finnish language prospectus and the English language translation of the Finnish language prospectus that contains Swedish and Danish language translations of the summary will be available through the Company's website, www.rovio.com, no later than on September 18, 2017. The Finnish language prospectus will also be available at the websites www.danskebank.fi/issues, www.op.fi/merkinta and www.nordnet.fi/rovio. The English language translation of the Finnish language prospectus that contains Swedish and Danish language translations of the summary will be available at the websites www.nordnet.se and www.nordnet.dk.

Rovio Entertainment Corporation (“Rovio” or “Company”) seeks to list its shares on the Nasdaq Helsinki stock exchange and organizes an initial public offering (“IPO”).

The initial public offering consists of a public offering to private individuals and entities  in Finland, Sweden and Denmark (”Public offering”) and private placements to institutional investors in Finland and internationally[1] (“Institutional Offering”).

In the IPO, shares are offered for subscription as follows:

  • a preliminary maximum of 2,000,000 shares in the Public offering
  • a preliminary maximum of 35,241,219 shares in the Institutional Offering

The subscription period for the Public offering is from September 18 to September 26, 2017. The preliminary price range for the shares offered in the Public offering is 10.25 – 11.50 euros per offered share.

Rovio and the initial public offering in short

Rovio is a games-first entertainment company that creates, develops and publishes mobile games and acts as a brand licensor in various entertainment and consumer product categories. Rovio is best known for the global Angry Birds brand, which started as a highly popular mobile game and has since expanded to other games, animated series, the Angry Birds movie, theme parks and various consumer products.

The objective of the IPO is to enable Rovio to pursue its growth strategy and improve strategic flexibility. The listing on Nasdaq Helsinki would also allow Rovio to obtain access to capital markets and broaden its ownership base. Furthermore, the listing would strengthen Rovio’s brand recognition among customers, prospective employees, investors and the gaming sector in general, and thus enhance Rovio’s competiveness. The listing would also enable Rovio to use its shares more effectively as a means of consideration in potential acquisitions and remuneration of personnel.

The IPO consists of both secondary share sale and a share issue of approximately EUR 30 million. The proceeds of the share issue would be used, e.g., to support Rovio’s growth strategy and repayment of loans.

Subscription price and paying for the offered shares

The preliminary subscription price for the shares is 10.25 – 11.50 euros per offered share. In the Public offering, the final subscription price cannot exceed the maximum price of the preliminary price range, i.e. 11.50 euros per offered share.

In the Public offering in Finland, the price to be paid is the maximum price of the preliminary price range 11.50 euros multiplied by the number of offered shares included in the subscription, and the payment is made in connection with the subscription. In Sweden and Denmark, the payment will be charged on the day of the pricing (on or about September 28, 2017) based on the final offer price.

Public offering

  • Subscription period: September 18, 2017 at 10.00 a.m. (Finnish time) to September 26, 2017 at 04.00 p.m. (Finnish time). The Public offering can be discontinued on September 25, 2017 at the earliest.
  • Subscription price: the preliminary price range is 10.25 – 11.50 euros
  • Right to participate: Investors domiciled in Finland, Sweden or Denmark and who give their subscription commitments in Finland, Sweden or Denmark may participate in the Public offering. Each investor may only give one commitment in the Public offering.

How can I subscribe for shares?

Finland

 

The places of subscription in the Public offering for customers with a book-entry account in Danske Bank are:

  • Danske Bank’s eBanking service with bank identifiers for private customers at www.danskebank.fi/issues
  • Danske Bank corporate eBanking services in the Markets Online module for Business Online customers
  • Danske Bank’s Investment Line with Danske Bank’s bank identifiers by telephone, 9:00 a.m. to 8:00 p.m. Monday to Friday and 10:00 a.m. to 4:00 p.m. Saturday (Finnish time), tel. +358 200 2000 (local network charge/mobile call charge).
  • Danske Bank Plc’s offices in Finland during normal business hours
  • Danske Bank Plc’s Private Banking offices in Finland (for Danske Bank Plc’s Private Banking customers only). Submitting a Commitment by phone via Danske Bank’s Investment Line or Danske Bank eBanking service requires a valid eBanking agreement with Danske Bank. Communities may not submit Commitments via Danske Bank’s eBanking service or Web subscription. Danske Bank’s Investment Line calls will be recorded.

The places of subscription in the Public offering for customers of OP Financial Group are:

  • OP Financial Group online service for private customers at www.op.fi/merkinta. OP Financial Group’s customers submitting a Commitment by e-subscription are required to have OP Financial Group’s bank identifiers
  • OP 0100 0500 telephone service (in Finnish, local network charge / mobile charge). The Commitment may be submitted via telephone if the customer has personal internet banking agreement with OP Financial Group and bank identifiers, which are required in connection with the identification to the telephone service
  • Branch offices of OP Financial Group’s cooperative banks during their normal business hours.

The places of subscription in the Public offering for customers with a book-entry account in Nordnet Bank are:

  • Nordnet Bank’s online service with bank identifiers of Nordnet Bank at www.nordnet.fi

Submitting a Commitment via Nordnet Bank’s online service requires a valid investment service agreement with Nordnet Bank.

The places of subscription in the Public offering for persons who are not book-entry account customers of Danske Bank or customers of OP Financial Group are:

  • Danske Bank Web subscription for private customers at www.danskebank.fi/issues
  • OP Financial Group online service at www.op.fi/merkinta (with the bank identifiers of Aktia, Nordea, Handelsbanken, POP Bank, S-Bank, Savings Bank and Ålandsbanken)
  • Danske Bank Plc’s offices (excluding corporate offices) in Finland during normal business hours. Information on the offices offering subscription services is available by phone using Danske Bank’s Investment Line, 9:00 a.m. to 6:00 p.m. Monday to Friday and 10:00 a.m. to 4:00 p.m. Saturday (Finnish time), tel. +358 10 54 63097 (local network charge/mobile call charge), by e-mail at the address sijoituslinja@danskebank.fi or online at [2] of OP Financial Group during normal business hours.

Through the Web subscription of Danske Bank, individual investors can submit commitments up to EUR 10,000 in the Public offering. If the subscription exceeds EUR 10,000, the commitment can be given at Danske Bank banking offices. The euro amount of a subscription in the Public offering by an individual investor has not been restricted in the online service of OP Financial Group.

The offer shares covered by a commitment must be paid using an account in the name of the investor making the commitment. Commitments by or on behalf of persons under the age of 18, or otherwise under guardianship, must be made by their legal guardians and may require the consent of the local register office in Finland.

Sweden

 

The places of subscription in the Public offering for customers with a book-entry account in Nordnet Bank Sweden are:

  • Nordnet Bank’s online service with bank identifiers of Nordnet Bank at www.nordnet.se.

In order to not lose the right to allotment, account clients at Nordnet must have sufficient funds available for their subscription at the account during the period from September 25, 2017 at 4:00 p.m. (Finnish time) until the settlement day, which is estimated to be on or about September 29, 2017. More information regarding the subscription process is available at www.nordnet.se. Submitting a Commitment via Nordnet Bank’s online service requires a valid investment service agreement with Nordnet Bank.

Commitments made through Nordnet Bank in Sweden by or on behalf of persons under the age of 18 must be made by their legal guardians or an individual holding a power of attorney.

Denmark

 

The places of subscription in the Public offering for customers with a book-entry account in Nordnet Bank Denmark are:

  • Nordnet Bank’s online service with bank identifiers of Nordnet Bank at www.nordnet.dk.

In order to not lose the right to allotment, account clients at Nordnet must have sufficient funds available for their subscription at the account during the period from September 25, 2017 at 4:00 p.m. (Finnish time) until the settlement day, which is estimated to be on or about September 29, 2017. More information regarding the subscription process is available at www.nordnet.dk. Submitting a Commitment via Nordnet Bank’s online service requires a valid investment service agreement with Nordnet Bank.

Commitments made through Nordnet Bank in Denmark by or on behalf of persons under the age of 18 must be made by their legal guardians or an individual holding a power of attorney.

Important notice

Please read carefully the terms and conditions of the initial public offering and other information in the Offering Circular before you subscribe to shares.

Important dates for the Public offering

September 18, 2017 at 10.00 a.m. (Finnish time)  The subscription period of the Public offering commences
September 25, 2017 at 04.00 p.m. (Finnish time) The Public offering can be discontinued at the earliest
September 26, 2017 at 04.00 p.m. (Finnish time) (estimate) The subscription period of the Public offering ends
September 28, 2017 (estimate) Final offering price and final outcome announced through a stock exchange release
September 29, 2017 (estimate) Shares subscribed in the Public offering are entered into book-entry accounts
September 29, 2017 (estimate) Trading of the shares on the Nasdaq Helsinki pre-list commences
October 3, 2017 (estimate) Trading of the shares on the official list of Nasdaq Helsinki commences

 

Danske Bank’s Taloustunti (in Finnish)

You can also see the company presentation online on Danske Bank’s Taloustunti whose live broadcast you can watch on Monday September 18, 2017 at 05.00 p.m. at www.danskebank.fi/listautuminen. A recording will also be available on the website after the event.

Materials

Offering Circular

Stock Exchange Releases

Stock Exchange release, 21/09/2017 at 09.00 a.m. EET
Rovio Entertainment Corporation has submitted its listing application to Nasdaq Helsinki Ltd

Releases

Certain printed copies of Rovio Entertainment Corporation's Finnish language prospectus are missing pages

Rovio Entertainment Corporation publishes a Finnish language prospectus approved by the Finnish Financial Supervisory Authority. The subscription period for the initial public offering commences today September 18, 2017 at 10:00 a.m. EET.

Rovio Entertainment Corporation announces the preliminary price range for its planned initial public offering

Rovio announces its intention to launch an initial public offering and listing on the official list of Nasdaq Helsinki Ltd. 5/9/2017


[1] The Offer Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold (i) in the United States only to persons reasonably believed by the Managers to be QIBs in reliance on Rule 144A or other applicable exemptions from the registration requirements under the U.S. Securities Act and (ii) outside the United States in offshore transactions in compliance with Regulation S.

[2] The Designated Banks are: Etelä-Hämeen Osuuspankki, Etelä-Karjalan Osuuspankki, Etelä-Pohjanmaan Osuuspankki, Itä-Uudenmaan Osuuspankki, Kainuun Osuuspankki, Kes¬ki-Pohjanmaan Osuuspankki, Keski-Suomen Osuuspankki, Keski-Uudenmaan Osuuspankki, Kymenlaakson Osuuspankki, Lounaismaan Osuuspankki, Lounaisrannikon Osuuspankki, Länsi-Suomen Osuuspankki, Länsi-Uudenmaan Osuuspankki, Helsingin Seudun Osuuspankki, Oulun Osuuspankki, Pohjois-Karjalan Osuuspankki, Pohjois-Savon Osuuspankki, Pohjolan Osuuspankki, Päijät-Hämeen Osuuspankki, Suur-Savon Osuuspankki, Tampereen Seudun Osuuspankki, Turun Seudun Osuuspankki and Vasa Andelsbank.