19.12.2022 16:35:01 CET |Play Magnus AS | Additional regulated information required to be disclosed under the laws of a member state NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHINTHE UNITED STATES ,CANADA ,AUSTRALIA ,JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Reference is made to the announcement made on16 December 2022 regarding completion of the offer byChess Growthco LLC (the "Offeror"), a wholly-owned subsidiary of Chess.com - http://chess.com, LLC ("Chess.com - http://chess.com "), for all outstanding shares ofPlay Magnus AS ("Play Magnus Group ") (the " Offer"). The board of directors of the Offeror has resolved to carry out a compulsory acquisition of all remaining shares inPlay Magnus Group (the "Minority Shares "), with immediate effect, pursuant to section 4-26 of the Norwegian Private Limited Liability Companies Act. The redemption price offered for each Minority Share in the compulsory acquisition will beNOK 13.00 (the "Redemption Price"), corresponding to the offer price per share pursuant to the Offer. The full redemption amount has been placed in a separate bank account in accordance with section 4-26 of the Norwegian Private Limited Liability Companies Act. The rights and ownership of the Minority Shares will automatically be transferred to the Offeror. Accordingly, the Offeror will as from the date hereof own 100% of the outstanding shares ofPlay Magnus Group . Any objections to, or rejection of, the Redemption Price must be made no later than on20 February 2023 . Former shareholders ofPlay Magnus Group who do not object to, or reject, the Redemption Price within this deadline, will be deemed to have accepted the Redemption Price. A letter regarding the compulsory acquisition will be sent to all former shareholders ofPlay Magnus Group with known address and whose shares have been acquired by way of the compulsory acquisition. In addition, the compulsory acquisition will be announced in theNorwegian Register ofBusiness Enterprises' electronic publication. Following the compulsory acquisition, the Offeror will pursue a delisting of the shares ofPlay Magnus Group from Euronext Growth Oslo. A separate announcement will be made regarding such delisting. For information about the Offer, please refer to the offer document dated6 September 2022 , prepared by the Offeror in connection with the Offer (the "Offer Document"). Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available on the website ofSkandinaviska Enskilda Banken AB (publ)Oslo Branch ( https://sebgroup.com/our-offering/prospectuses-and-downloads/prospectuses).Skandinaviska Enskilda Banken AB (publ)Oslo Branch is acting as receiving agent to the Offeror in connection with the Offer.Paul, Weiss, Rifkind, Wharton & Garrison LLP andWikborg Rein Advokatfirma AS are acting as legal advisors to Chess.com - http://chess.com.ABG Sundal Collier ASA andHoulihan Lokey are acting as financial advisors andAdvokatfirmaet Thommessen AS as legal advisor toPlay Magnus Group . Corporate Communications AS is acting as communications and IR advisor toPlay Magnus Group . For further information, please contact:Andreas Thome , CEO ofPlay Magnus Group Phone: +47 975 11 688 Email: andreas@playmagnus.com AboutPlay Magnus Group : PlayMagnus Group is focused on providing premier chess experiences for millions of chess players and students. The company offers e-learning and entertainment services via its brands: chess24, Chessable, iChess, New In Chess, Everyman Chess,Magnus Academy , Aimchess, the PlayMagnus App Suite , and the ChampionsChess Tour . The Group's mission is to grow chess to make the world a smarter place by encouraging more people to play, watch, study, and earn a living from chess. About Chess.com - http://chess.com: Chess.com - http://chess.com is a leading provider of chess gaming and other chess-related services offering a vibrant forum and social network, a news feed, a chess academy, a coaching platform, tactics and puzzles, live tournaments, a separate website for kids (http://chesskid.com), and ChessTV. * * * IMPORTANT INFORMATION The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms and other documents or information relating to the Offer are not being and must not be mailed, communicated, or otherwise distributed in or into any jurisdiction where prohibited by applicable law, including, without limitation,Canada ,Australia ,New Zealand ,South Africa ,Hong Kong orJapan . The Offeror does not accept or assume any responsibility or liability in the event there is a violation by any person whomsoever of such restrictions. Persons (including, without limitation, any shareholder, any broker-dealer, bank or other intermediaries holdingPlay Magnus Group shares on behalf of any beneficial shareholder) into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the shares ofPlay Magnus Group . Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken inNorway . Notice toU.S. shareholdersU.S. Shareholders (as defined below) are advised that thePlay Magnus Group shares are not listed on aU.S. securities exchange and thatPlay Magnus Group is not subject to the periodic reporting requirements of theU.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with theU.S. Securities and Exchange Commission (the "SEC ") thereunder. The Offer is being made to shareholders ofPlay Magnus Group resident inthe United States ("U.S. Shareholders") on the same terms and conditions as those made to all other shareholders ofPlay Magnus Group to whom an offer is made. Any information documents, including the Offer Document, are being disseminated toU.S. Shareholders on a basis comparable to the method that such documents are provided to otherPlay Magnus Group Shareholders to whom an offer is made. The Offer is being made by the Offeror and no one else. The Offer is being made toU.S. Shareholders pursuant to Section 14(e) and Regulation 14E under theU.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable underU.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under theU.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase,Play Magnus Group shares or any securities that are convertible into, exchangeable for or exercisable for suchPlay Magnus Group shares outsidethe United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public inNorway , such information will be disclosed in English by means of a press release or other means reasonably calculated to informU.S. Shareholders of such information. Neither theSEC nor any securities supervisory authority of any state or other jurisdiction inthe United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by theSEC or any securities supervisory authority inthe United States . Any representation to the contrary is a criminal offence inthe United States . DISCLOSURE REGULATION This release is an announcement issued pursuant to legal information obligations and is subject of the disclosure requirements pursuant to the Market Abuse Regulation (MAR) Article 17 no. 1 and section 5-12 of theNorwegian Securities Trading Act, and was submitted for publication byArkus Fredriksson , Chief Strategy Officer ofPlay Magnus Group . ATTACHMENTS Download announcement as PDF.pdf - https://kommunikasjon.ntb.no/ir-files/16823864/1979/2645/Download%20announcement %20as%20PDF.pdf
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