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Prospectus for Funcom N.V. ®

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Prospectus for Funcom N.V. ® PROSPECTUS FOR FUNCOM N.V. ® (A Dutch public limited liability company incorporated and organized under the laws of the Netherlands, registered with the Commercial Register of the Chamber of Commerce (Handelsregister van de Kamer van Koophandel) under registration number 28073705) Listing of 6,800,000 New VPS Shares, each with a par value of EUR 0.20, issued in a Private Placement announced on 18 December 2017 Listing of 4,460,000 Consideration VPS Shares, each with a par value of EUR 0.20, issued as transaction consideration in the Cabinet Transaction The information in this Prospectus relates to the listing (the "Listing") on the Oslo Stock Exchange ("Oslo Børs") of 6,800,000 Depositary Receipts (the "New VPS Shares"), each with a par value of EUR 0.20, issued in a private placement announced on 18 December 2017 (the "Private Placement") and of 4,460,000 Depositary Receipts (the "Consideration VPS Shares"), each with a par value of EUR 0.20, issued as transaction consideration for a transaction agreed between the Company, Tranicos, LLC and Cabinet Group LLC ("Cabinet") on 18 December 2017 (the "Cabinet Transaction"). Pending the approval of the Prospectus, the New VPS Shares and the Consideration VPS Shares were issued on a separate ISIN (NL 0012756274) (the "Separate ISIN"). Upon publishing of this Prospectus, the Separate ISIN will be merged with the Company's ordinary ISIN (ISIN NL0012756266) and trading in the New VPS Shares will simultaneously start on the Oslo Børs under the ticker code "FUNCOM". In order to facilitate registration of the Company Shares to be issued in connection with the Private Placement and the Cabinet Transaction with the VPS, and hence trading of the New VPS Shares and the Consideration VPS Shares on Oslo Børs, such Company Shares will be registered in the name of the VPS Registrar in the Company's shareholders' register in the Netherlands. On this basis, the VPS Registrar will register in respect of the Company Shares to be issued in connection with the Private Placement and the Cabinet Transaction, depositary interest, in book-entry form, in those Company Shares with the VPS. Therefore, it will not be the underlying Company Shares as such, but depositary book-entry form interests in those shares, that will be registered with the VPS and which will be tradable on Oslo Børs. The majority of the Company's existing Company Shares is registered in the VPS and are tradable on Oslo Børs under the same arrangement as described above. References in this Prospectus to "VPS Shares" in the Company being listed or traded on Oslo Børs shall, where the context so requires or permits, mean the depositary book-entry form interests in those shares and references in this Prospectus to "Company Shares" means the underlying shares registered in the Company's shareholders' register in the Netherlands. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO BUY, SUBSCRIBE OR SELL THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT TO THIS PROSPECTUS IN ANY JURISDICTION. Investing in the Company involves materials risks and uncertainties. For further information, please refer to Section 2 "Risk Factors" and Section 4.3 "Forward Looking Statements". The date of this Prospectus is 22 February 2018 IMPORTANT INFORMATION For the definition of certain capitalized terms used throughout this Prospectus, please refer to Section 16 "Definitions and glossary of terms" which also applies to the front page. This Prospectus has been prepared solely in the English language. The Prospectus has been reviewed and approved by and filed with the Netherlands Authority for the Financial Market (Stichting Autoriteit Financiële Markten ("AFM")) pursuant to section 5.9 of the Dutch Act on financial supervision (Wet op het financieel toezicht) (the "Dutch Financial Supervision Act" or "DFSA"). The AFM has neither undertaken any form of control nor approval of matters pursuant to company law described in or otherwise covered by this Prospectus. As the Company qualifies as a "Small or Medium Size Enterprise", or an SME, the level of disclosure in this Prospectus is proportionate to this type of issuer, cf. EC Commission Regulation EC/486/2012. This Prospectus has been passported into Norway in accordance with section 5:10 DFSA and section 7-9 of the Norwegian Securities Trading Act in order to complete the Listing of the New VPS Shares and the Consideration VPS Shares on Oslo Børs. Any new material information and any material inaccuracy that might have an effect on the assessment of the VPS Shares arising after the date of publication of this Prospectus and prior to the completion of the Listing will be published and announced as a supplement to this Prospectus in accordance with section 5.23 DFSA. Without limiting the manner in which the Company may choose to make public announcements, and subject to the Company's obligations under applicable law, announcements in relation to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Børs and distributed through its information system, published on the Company's website and filed with the AFM. All inquiries relating to this Prospectus must be directed to the Company. No other person is authorized to give information or to make any representation in connection with the Listing. If any such information is given or made, it must not be relied upon as having been authorized by the Company or by any of the employees, affiliates or advisers or any of the foregoing. The distribution of this Prospectus may be restricted by law in certain jurisdictions. The Company requires persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer of, or a solicitation of an offer to purchase, any securities in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. Neither the New VPS Shares, the Consideration VPS Shares nor the underlying Company Shares have been and will not be registered under the U.S. Securities Act of 1933 as amended (the "US Securities Act"), or with any securities authority of any state of the United States. The New VPS Shares, the Consideration VPS Shares and the underlying Company Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States. The content of this Prospectus is not to be construed as legal, business, financial or tax advice. Each prospective investor should consult its own legal advisor, business advisor, financial advisor or tax advisor as to legal, business, financial and tax advice. An investment in the Company involves inherent risk, and several factors could cause the actual results, financial performance and results of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Prospectus, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market 2 of 150 acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in market development, as well as other company specific risk factors. Please refer to Section 2 "Risk Factors" for a description of material risk factors related to the Company, the Shares, the Cabinet Transaction and the Private Placement. These and other risks could lead to actual results or achievements varying materially from those described in this Prospectus. Potential investors should not base their decision to invest on the Prospectus solely but should independently study and consider relevant information. The value of the Shares may be reduced as a result of these or other risk factors and investors may lose part or all of their investments. An investment in the Company should only be made by investors able to sustain a total loss of their investment. This Prospectus contains certain forward-looking statements relating to the business, financial performance and results of the Company, the industry in which it operates and/or the market in general. Forward Looking Statements include all statements that are not historical facts, and may be identified by words such as (what follows are examples without excluding words having the same meaning): "anticipate", "believe", "estimate", "expect", "seek to", "may", "plan", "project", "should", "will" or "may" or the negatives of these terms or similar expressions. The forward-looking statements contained in this Prospectus, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or their advisors or representatives or any of their parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of the accept any responsibility for the future accuracy of the opinions expressed in this Prospectus or the actual occurrence of the forecasted developments. Any dispute regarding the Prospectus shall be governed by Norwegian law and Norwegian courts alone shall have jurisdiction in matters relevant hereto. The terms and conditions of the Private Placement shall be governed by and construed in accordance with Swedish law. The Cabinet Transaction shall be governed by and construed in accordance with Norwegian law. The issuance of the new Company Shares in relation to the Private Placement and the Cabinet Transaction shall be governed by Dutch law and be subject to the jurisdiction of the Dutch courts.
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