Boku Regulatory News (BOKU)

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

20 September 2018

Proposed placing of a minimum 20 million common shares in Boku Inc. ("Boku" or the "Company")

Funds managed by Khosla Ventures, Deutsche Telekom Venture Funds, Benchmark Capital Partners, Andreessen Horowitz Fund, Index Ventures and GMO Venture Partners (together the "Larger Selling Shareholders") certain other shareholders who held shares at the time of the initial public offering ("IPO") of Boku (the "Smaller Selling Shareholders"), and certain PDMRs and employees who are selling shares in part to meet tax liabilities arising from the vesting of Restricted Stock Units (the "PDMR and Employee Selling Shareholders" and, together with the Larger Selling Shareholders and the Smaller Selling Shareholders, the "Sellers"), announce that they intend to sell a minimum of 20 million common shares of USD 0.0001 each in the Company (the "Shares") (the "Placing Shares"). The minimum level of Placing Shares represent approximately 9% of the Company's issued share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. Peel Hunt LLP is acting as sole bookrunner (the "Bookrunner") in connection with the Placing.

The final number of Placing Shares to be placed and the placing price will be agreed by the Bookrunner and the Sellers at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process, pricing and allocations are at the absolute discretion of the Bookrunner.

The proceeds of the Placing are payable in cash and will be settled on a T+5 basis (unless otherwise agreed), and closing of the Placing is expected to occur on or about 28 September 2018.

Boku will not receive any proceeds from the Placing.

The Bookrunner, in its capacity as the bookrunner on the Company's IPO, has consented to the Placing and in doing so has agreed, with respect to the Placing Shares, to waive the lock-up restrictions set out in the admission document published by the Company on 14 November 2017 (the "Admission Document") which otherwise apply to such ordinary shares until 20 November 2018.

The Shares not being sold in the Placing by the Larger Selling Shareholders will be subject to a new 180-day lock-up from the date of the Placing, which is subject to certain customary exceptions and may otherwise only be waived with the consent of the Bookrunner. These shares represent approximately 24% of the Company's issued share capital, assuming the minimum number of Placing Shares sold. Shares currently subject to the lock-up arrangements described in the Admission Document other than those remaining to the Larger Selling Shareholders (comprising approximately 31% of the Company's issued share capital assuming the minimum number of Placing Shares sold) will continue to be bound by the lock-up restrictions set out in the Admission Document.

Market Abuse Regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.

Enquiries:

DISCLAIMER

This announcement and the information contained herein may not be published, distributed or transmitted, directly or indirectly, in the United States (including its territories and possessions), Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction.

The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan or of any other jurisdiction. The Placing Shares may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States or elsewhere.

In the United Kingdom, this announcement is only directed at persons who are qualified investors (as defined below) and (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

In member states of the European Economic Area (EEA) which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive. For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Sellers, Peel Hunt LLP or any of their respective affiliates.

Peel Hunt LLP is authorised and regulated by the Financial Conduct Authority in the United Kingdom. The Bookrunner is acting only for the Seller in connection with the Placing and will not be responsible to anyone other than the Seller for providing the protections offered to their respective clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.

In connection with any offering of the Placing Shares, the Bookrunner and/or any respective affiliates may take up a portion of the securities in the offering as a principal position and in that capacity may retain, purchase or sell for their own account such securities. The Bookrunner do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.