Share Offering of New Shares in Fly Play hf.

The subscription period will commence at 10:00 (GMT) on Tuesday, April 9, 2024, and end at 16:00 (GMT) on Thursday, April 11, 2024.

(If there are any discrepancies between the English and Icelandic versions, the Icelandic version prevails.)

Subscription Website

Subscriptions shall be registered electronically via a subscription system on the link below:

Subscription Website

Recording from the Open Investor Meeting

About the Share Offering

An open investor meeting will be held at 10:00 (GMT) on Tuesday, April 9, 2024 at PLAY's offices at Suðurlandsbraut 14. The live stream will be available here on the website, as well as on PLAY's website.
The size of the share offering is 111,111,112 shares in the form of newly issued shares in Fly Play hf.
The subscription price in the offering is ISK 4,5 per share.
The subscription period will commence at 10:00 (GMT) on Tuesday, April 9, 2024, and end at 16:00 (GMT) on Thursday, April 11, 2024. The Issuer and the Manager reserve the right to extend the subscription period.
The summarized results of the offering are expected to be announced publicly on April 11, 2024, and subscribers are expected to be notified of allocation no later than April 15, 2024.
The final due date for payment of accepted subscriptions is scheduled on April 23, 2024.
The offering is managed by Arctica Finance, as a Lead Financial Advisor, overseeing the issue and listing of the new shares and handling the settlement of the offering. Arctica Finance and Fossar Investment Bank act as Joint Bookrunners in the offering.

Key Terms of the Share Offering


Size of the Offering	Up to ISK 500 million in purchase value (111,111,112 shares)
Subscription Price	ISK 4.5 per share
Minimum Subscription Amount	ISK 100.000
Allocation Principles¹	To promote shareholder equality, current shareholders, other than those who have already subscribed for new shares, will have priority for subscription in case of oversubscription.
Subscription Period	From 10:00 (GMT) on Tuesday, April 9, 2024, to 16:00 (GMT) on Thursday, April 11, 2024

The issuer reserves the right to allocate shares in the manner it deems desirable to achieve the objectives of the offering, including rejecting subscriptions in whole or in part without special notice or justification.

Further Information

More information can be found in the Terms and Conditions of the Offering and the Information Memorandum.

Information and technical assistance can be obtained from Arctica Finance' Corporate Finance Division via the email address PLAY@arctica.is or by phone 513-3300, or Fossar Investment Bank's Corporate Finance division via the email address ftr@fossar.is or by phone at 522-4000, between 09:00 (GMT) and 16:00 (GMT) from (and including) April 9, 2024, until April 11, 2024.

Conditions of the Offering

Participation in the Offerings is open to individuals and legal entities with an Icelandic identification number (kennitala)
Individuals must be financially and legally competent
Investors must own a custody account to receive issued shares.

Key Dates

The Expected Offer Period:

From 10:00 (GMT) on Tuesday, April 9, 2024, to 16:00 (GMT) on Thursday, April 11, 2024.

Final payment date:

Thursday, April 23, 2024.

General opening hours of banks and other financial institutions are until 16:00 (GMT) on weekdays and after 16:15 (GMT) it is not possible to make a payment exceeding ISK 10 million, however, lower payments are possible via online banks until 21:00 (GMT).

Expected delivery of shares and first day of trading:

Delivery of the new shares will take place as soon as possible after the due date for payment, however, the final date of delivery is determined by the processing time of the Companies Register and Nasdaq CSD in Iceland.

Important information to investors

Participation in the offering by confirmed subscription is binding for the subscriber. A subscriber who has confirmed its participation cannot change his subscription or cancel it. The Issuer and the Manager reserve the right to collect the subscriptions in accordance with applicable legislation or allocate subscribers' new shares that have not been paid in full on the final due date for payment to other subscribers without any notice thereof.

The Issuer and the Manager reserve the right to demand evidence of solvency and proof of funds or guarantees for payment of subscriptions from subscribers. If the subscriber does not comply, the Issuer and the Manager may reject the subscription in whole or part. At its sole discretion, the Issuer and the Manager assess and decide if evidence of solvency and proof of funds or guarantee of payment is deemed sufficient. The Issuer and the Manager reserve the right to reject subscriptions, without notice or warning.

Subscribers participating in the offering must meet certain eligibility conditions. The offering is only marketed in Iceland. Participation in the offering is open to legal entities with an Icelandic identification number (ísl. kennitala) and individuals with Icelandic identification numbers who are financially and legally competent individuals according to Act No. 71/1997, having regard for restrictions that may be imposed by law. The offering is exempt from the obligation to publish a prospectus, in accordance with the provisions of Article 3, paragraph 1 under the Act on Prospectus for Securities When Offered to the Public Offering or Admitted to Trading on a Regulated Market no. 14/2020.

Subscribers are reminded that investment in shares is by nature a risky investment based on expectations and not assurances. Subscribers must first and foremost base their investment decisions on their judgment and take into account the operations of the Issuer, profitability, external operating environment and the risk associated with the investment. Subscribers can seek outside expert advice to assist in assessing whether to invest in the Issuer. Subscribers are advised to seek expert advice on their legal and tax position associated with the investment in the Issuer. Before a decision is made to invest in the Issuer, subscribers should read in detail all terms and conditions of the offering, conditions and other information publicly available in relation to the offering.

Subscribers are advised to explore their legal position and the possible taxable effects of investing in shares in the Issuer and seek advice from independent advisors. The Manager and Joint Bookrunners are PLAY's advisors in the offering; they are not acting as advisors to any subscriber or other party in relation to the offering.

Frequently asked questions

How do I participate in the Offering?

Subscriptions will be registered electronically via a subscription system on the subscription website, which will open at 10:00 (GMT) on Tuesday, April 9, 2024 until Thursday, April 11, 2024 at 16:00 (GMT).

How do I create a custody account?

You can create a custody account electronically at commercial banks or other financial institutions. Individuals and applicants for legal entities must have an electronic ID.

How do I log in to the subscription system?

There are two ways to log in:

Electronic identification number on a smartphone
Identification number or password requested via the subscription website that will be sent as a digital document to the investor's online bank

Do I need to own a custody account to participate in the Offering?

To receive issued shares a custody account is necessary. You can create a custody account electronically at commercial banks or other financial institutions.

When do I need to pay?

The expected due date and deadline for payment is Tuesday, April 23, 2024.

When will the shares be delivered?

Disclaimer – Important information to all visitors to this website

This part of the website contains information and documents (hereafter the “Materials“) relating to an offering of shares (the “Securities”) in Fly Play hf. (hereafter the “Company” or “PLAY”). You may not be eligible or permitted to view the Materials and the information contained therein. It is important that you read the disclaimer below in full as it applies to everyone who reviews this website or websites that are linked to therein. Be advised that changes or amendments may be made to the disclaimer and therefore it is necessary to read the disclaimer in full every time this website is visited.

The materials made available do not constitute a prospectus under the Act on Prospectus for Securities When Offered to the Public Offering or Admitted to Trading on a Regulated Market no. 14/2020 or Regulation (EU) 2017/1129 of the European Parliament and of the Council.

The Materials are not for release, distribution, or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Canada, Australia, Japan or South Africa, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction (collectively the “Restricted Jurisdictions”, and any reference to Restricted Jurisdictions shall be construed to refer to any and all such restricted jurisdiction, independently and collectively).

The Materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the Securities of Play in any Restricted Jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such Restricted Jurisdiction. Potential users of their Materials are requested to inform themselves about and to observe any such restrictions.

No action has been taken by the Company that would permit an offer of the Securities or the possession or distribution of the Materials or any other offering or publicity material relating to the Securities in any jurisdiction where action for that purpose is required.

The release, publication, or distribution of the Materials in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published, or distributed, should inform themselves about, and observe, such restrictions.

The securities to which the Materials relate will not be listed, registered, or sold pursuant to laws or regulations on securities in any state, province, or jurisdiction other than Iceland and it is not permitted to offer, sale, re-sale or deliver, directly or indirectly, in any jurisdiction unless it would be permitted pursuant to all laws and regulation which might be applicable.

If you are not eligible or authorised to review the Materials, for any reason, you are hereby instructed to immediately leave this website.

These Materials may include statements, including PLAY´s financial and operational medium- to long-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', "aims", "forecasts", "continues", ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.

PLAY, Arctica Finance hf. and Fossar Investment Bank hf. (collectively hereafter the “Joint Bookrunners“) expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in the Materials whether as a result of new information, future developments or otherwise.

The Corporate Finance department of the Joint Bookrunners are acting exclusively for PLAY and no one else in connection with any offering of the Securities. They will not regard any other person as their respective clients in relation to any offering of securities and will not be responsible to anyone other than PLAY.

PLAY and the Joint Bookrunners provide access to the Materials on this website, or websites linked to therein, in good faith and for informational purposes only. Those who request access to the Materials represent, warrant and confirm that they solely do so to obtain information. The Materials do not contain or entail investment advice, encouragement to participate in any offering or solicitation to purchase or sell any securities from or by PLAY and/or the Joint Bookrunners.

By pressing the "I Agree" button below you are confirming that you have read and understood this notice and that you are a person who is permitted under applicable law and regulation to receive information of the kind contained on this website and in particular, are not located in any Restricted Jurisdiction.