Scout Gaming Group is a licensed and regulated full-range provider of Fantasy Sports. The company offers a flexible and customizable network-based service with support for most sports and leagues. Today, the Company offers its services to both B2C and B2B customers with a focus on the latter.

Background and motive

In June 2022, the Company announced that it had initiated extensive restructuring. The Company partially reduced the number of employees and employed consultants. The Company also created a new management group with a focus on finance, sales, and product. The purpose of the change is to create a better functioning organization, which is more cost-effective and fast-paced in order to be able to serve the Company’s existing customers and partners to a significantly greater extent. It is the Company’s goal to increase the number of new B2B agreements and at the same time increase engagement among existing partners and end users, with a focus on the European market. This is to increase the Company’s revenue and reach profitability over the next 12 months. The Company believes that the restructuring will help them achieve the above-mentioned goals.

The company intends to mainly use the net proceeds from the Rights Issue in the manner presented below:

• Offset or repayment of previous bridge financing, approximately 40 percent

• Expanded sales and marketing activities with the goal of increasing the number of partners within the Company’s B2B business and expanding business with existing customers, approximately 15 percent

• Operating costs, variable and fixed costs, approximately 35 percent

• Further development of the Company’s product offering to ensure customer satisfaction among existing customers and attract new, approximately 10 percent

You can find more information about the Prospectus for Rights Issue in Investor relations.

The offer in summary

Offer & issue volume

The rights issue comprises a maximum of 202,680,423 shares, corresponding to an increase in the share capital of a maximum of SEK 10,667,390.97. In the event of a full subscription in the Rights Issue, Scout Gaming Group will receive approximately SEK 101 million before issue costs.

Subscription rights

Anyone who, on the record date of September 6, 2022, is entered in the share register, maintained by Euroclear Sweden AB has preferential rights to subscribe for new shares in the Rights Issue. One (1) existing share held on the record date entitles one (1) subscription right. One (1) subscription right entitles you to subscribe for nine (9) new shares.

Subscription price

The subscription price in the Rights Issue amounts to SEK 0.50 per share.

Enterprise value

The enterprise value of Scout Gaming Group (pre-money) is approximately SEK 11,260,023 million.

Subscription period

The subscription period in the Rights Issue runs from September 8 to September 22, 2022.

Trading with subscription rights & BTA

Trading with subscription rights will take place on the Nasdaq First North Growth Market during the period 8 September to 19 September 2022. Trading in BTA (paid subscribed shares) will take place on the Nasdaq First North Growth Market from 8 September 2022 until the Rights Issue is registered with the Swedish Companies Registration Office, something that is expected to take place at the beginning of October 2022.

Underwriting obligations and underwriting guarantees

Scout Gaming Group has received subscription commitments of approximately SEK 46.4 million, corresponding to approximately 45.8 percent of the Rights Issue, from current shareholders. In addition, the Company has received underwriting guarantees of approximately SEK 54.9 million, corresponding to approximately 54.2 percent of the Rights Issue. The company has thus received a total of subscription commitments and issue guarantees of approximately SEK 101 million, corresponding to approximately 100 percent of the Rights Issue.