Supplement to the Offering Circular September 26, 2017:

Transcription

1 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, The journal number of the Financial Supervisory Authority's approval is FIVA 73/ /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, 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): SEGMENT DATA, EUR thousand 12 months ended June 30, 2017 (IFRS) (IFRS) (FAS) (IFRS) (unaudited) (unaudited) (unaudited) (unaudited) 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 W/ /v7

2 2 (5) 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: Swedish language summary: Danish language summary: Earnings per share, EUR Dividend per share, EUR Resultat per aktie, EUR Utdelning per aktie, EUR 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: STATEMENT OF CASH FLOWS, EUR thousand (IFRS) (IFRS) (IFRS) (FAS) (FAS) (audited, unless otherwise (unaudited) (unaudited) indicated) (unaudited) (audited) 2 (audited) 2 Operating activities Profit before tax 17,231 5,650 15,364 (20,700) (20,292) 11,403

3 3 (5) 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 ended June 30, 2017 (IFRS) (IFRS) (IFRS) (FAS) (IFRS) (unaudited, unless otherwise indicated) (unaudited, unless otherwise indicated) (unaudited) (unaudited) SEGMENT, EUR thousand Revenue Total 152,565 78, , , , , ,767 Games 117,926 66, , , , , ,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 Licensing 22,362 (930) 5,803 (5,894) (5,464) ,095 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 Licensing 24,251 (930) 5,803 (4,671) (4,241) 1,726 30,984 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, ,483 Games 19,452 14,287 28,950 3,599 4,075 19,485 34,115 Brand Licensing 4,935 (2,616) (1,741) (13,563) (13,133) (728) 5,810 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: Jan 1 Dec 31 Jan 1 Dec 31 Items items Items items affecting affecting affecting affecting comparabilitbility compara- compara- IFRS IFRS bility 12 months ended June 30, 2017 Items affecting items affecting IFRS (audited) (unaudited) (unaudited) (unaudited) (unaudited) Revenue 191, , , , , ,767 Other operating income ,034-1, Materials and services (52,949) - (52,949) (37,506) - (37,506) (69,113) - (69,113) Employee benefits expense (49,532) - (49,532) (55,537) 1,629 (53,908) (54,277) 1,841 (52,436) Depreciation and amortization (18,490) - (18,490) (15,103) - (15,103) (34,795) - (34,795) Other operating expenses (53,897) - (53,897) (56,518) 1,636 (54,882) (78,649) 125 (78,524) Operating profit 16,886-16,886 (21,564) 3,264 (18,300) 29,483 1,967 31,450

4 4 (5) 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: Rörelseresultat (5 010) (4 891) (10 323) (11 600) (12 025) (8 780) (10 442) Nedskrivningar och avskrivningar 102 (2) 108 (73) EBITDA (4 908) (4 893) (10 215) (11 673) (11 815) (8 646) (10 232) Jämförelsestörande poster Justerad EBITDA (4 900) (4 893) (10 215) (11 291) (11 433) (8 591) (10 224) 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, 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, The increase was due to lower demand for Angry Birds merchandise from retailers in 2015 as compared to 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.

5 5 (5) 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.