5.10.2022 16:25:33 CEST | 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 WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

(Oslo, 5 October 2022) - Reference is made to the joint announcements on 24
August 2022 and 6 September 2022 regarding the voluntary recommended offer by
Chess Growthco LLC (the "Offeror"), a wholly-owned subsidiary of Chess.com -
http://chess.com, LLC ("Chess.com - http://chess.com") to acquire all
outstanding shares of Play Magnus AS ("Play Magnus Group") at a price of NOK
13.00 per share (the "Offer"). 

The initial acceptance period for the Offer expires at 16:30 CEST today, 5
October 2022. The Offeror hereby announces an extension of the acceptance period
for the Offer to 16:30 CET on 2 November 2022.

The Offeror will send a separate stock exchange announcement with information on
the level of acceptances received before opening of trading hours on Euronext
Growth Oslo tomorrow, 6 October 2022, due to ongoing counting and verification
of received acceptances.

As a consequence of the extension of the acceptance period, the settlement of
the Offer may be postponed correspondingly. The Offeror maintains its right to
further extend the acceptance period for the Offer (one or several times) on the
terms and conditions set out in the Offer Document (as defined below), but not
beyond 16 November 2022.

For information about the Offer, please refer to the offer document dated 6
September 2022 (the "Offer Document") prepared by the Offeror in connection with
the Offer. Subject to regulatory restrictions in certain jurisdictions, the
Offer Document is available on the website of the receiving agent, Skandinaviska
Enskilda Banken AB (publ), Oslo Branch ("SEB") (
https://sebgroup.com/our-offering/prospectuses-and-downloads/prospectuses).

 

Advisors

SEB is acting as receiving agent for the Offeror in connection with the Offer.
Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wikborg Rein Advokatfirma AS
are acting as legal advisors to the Offeror and Chess.com - http://chess.com.

ABG Sundal Collier ASA and Houlihan Lokey are acting as financial advisors and
Advokatfirmaet Thommessen AS as legal advisor to the Play Magnus Group.
Corporate Communications AS is acting as communications and IR advisor to the
Play Magnus Group.

 

For further information, please contact:

Andreas Thome, CEO of Play Magnus Group

Phone: +47 975 11 688

Email: andreas@playmagnus.com

 

About Play Magnus Group:

Play Magnus 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 Play Magnus App Suite, and the Champions
Chess 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 or Japan. 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 holding PMG 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 of
PMG. 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 in Norway. 



Notice to U.S. shareholders

U.S. Shareholders (as defined below) are advised that the PMG Shares are not
listed on a U.S. securities exchange and that PMG is not subject to the periodic
reporting requirements of the U.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 the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer is being made to shareholders of PMG resident in the United States
("U.S. Shareholders") on the same terms and conditions as those made to all
other shareholders of PMG to whom an offer is made. Any information documents,
including the Offer Document, are being disseminated to U.S. Shareholders on a
basis comparable to the method that such documents are provided to other PMG
Shareholders to whom an offer is made. The Offer is being made by the Offeror
and no one else.

The Offer is being made to U.S. Shareholders pursuant to Section 14(e) and
Regulation 14E under the U.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 under U.S. domestic
tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.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, PMG shares or
any securities that are convertible into, exchangeable for or exercisable for
such PMG shares outside the 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 in Norway, such information will be disclosed in English
by means of a press release or other means reasonably calculated to inform U.S.
Shareholders of such information.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the 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 the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the 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 the Norwegian Securities
Trading Act, and was submitted for publication by Arkus Fredriksson, Chief
Strategy Officer of Play Magnus Group.

ATTACHMENTS

Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/16823864/1789/2417/Download%20announcement
%20as%20PDF.pdf