Bondholder Information - GiG - Gaming Innovation Group

Approved bond prospectus

13 June 2022

On 8 February 2022, Gaming Innovation Group Plc. issued senior secured callable floating rate bonds in an amount of SEK 100 million under its existing framework of up to SEK 550 million senior secured callable bonds due 2024 (ISIN: NO 0011017097) (the “Subsequent Bonds”). For the purpose of the listing of the Subsequent Bonds, the Company has prepared a prospectus that was approved by the Swedish Financial Supervisory Authority (Sw: Finansinspektionen) on 13 June 2022. The prospectus is available below. Admission to trading of the Subsequent Bonds on Nasdaq Stockholm is expected to take place on or about 15 June 2022.

Written resolution

21 January 2022

Nordic Trustee AS (the “Trustee”) sent a notice of written resolution (the “Notice”) to the holders of Gaming Innovation Group Plc’s bond 2021/2024 with ISIN NO0011017097 on 7 January 2022. In GiG’s press release on 22 December 2021 at 08.00 CET, the signing of a share purchase agreement to acquire iGaming company Sportnco Gaming SAS was announced. In the statement, it was mentioned that the acquisition requires the bond terms for GiG’s Bond to allow for roll over of the current long-term loans in Sportnco Gaming. The proposed resolutions were adopted with the requisite majority on 21 January 2022, see notice from Nordic Trustee AS.

Written resolution 21 January 2022

Written resolution 07 January 2022

General information

Core values which form the base for the financial strategy and a sustainable business:

Strict cost control
Reduction of debt
Conservative approach to amortisation on acquired affiliates and capitalised expenses
Reducing non-marketing related OPEX to achieve bottom-line earning

In addition to a solid operating cash flow, external funding is facilitating acquisitions of affiliate markets, paying off existing working capital facilities and for general corporation purposes.

The funding strategy is built on the following principles:

Funding is primarily raised by the parent company Gaming Innovation Group Plc.
Type: senior secured funding
Other funding types: diversified funding sources, EMTN program, SEC registered program, bilateral loans and bank funding
Bank capacity is primarily allocated towards back-up facilities, local funding and trade related products

Bond programmes

ISIN Code

Issue Date

Outstanding amount

Borrowing limit

Terms

Maturity date

ISIN NO0011017097

11 June, 2021

SEK 450 million

SEK 550 million

Floating coupon of 3 months STIBOR + 8.5%/Y

11 June, 2024

The guarantors to the bonds, GiG Inc., Innovation Labs Limited, iGamingCloud Limited, MT Securetrade Limited, GiG Central Services Limited, Rebel Penguin Aps and iGaming Cloud N.V. (the issuer’s subsidiaries), are jointly and severally with the issuer and between themselves, guaranteeing the repayment of the nominal value of the bonds on the redemption date and of the interest amounts of the bonds on each interest payment date.

The 2021 bonds are listed on Frankfurt Stock Exchange Open Market. An application will be made for the listing of the bond on Nasdaq OMX Nordic in Stockholm.