TIDMTBLD
RNS Number : 6916X
tinyBuild, Inc.
21 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS, AS
DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF
1933, AS AMED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
21 December 2023
tinyBuild, Inc.
(the "Company" and together with its subsidiaries "tinyBuild" or
the "Group")
Results of Placing, Private Placement, Subscription and
intention to launch Open Offer
tinyBuild (AIM:TBLD), a premium video games publisher and
developer with global operations, is pleased to announce that
further to the announcement earlier today (the "Launch
Announcement"), the Company has conditionally raised gross proceeds
of US$12.0 million at 5 pence per share (the "Issue Price")
via:
-- A total of 31,416,902 Private Placement Shares having been
conditionally subscribed for by Atari at the Issue Price, raising
gross proceeds of US$2.0 million for the Company
-- A total of 153,080,000 Subscription Shares having been
conditionally subscribed for and a total of 4,000,000 Placing
Shares having been conditionally placed pursuant to the Placing and
the Subscription at the Issue Price, raising gross proceeds of
US$10.0 million for the Company
Having agreed to underwrite the Open Offer pursuant to the terms
of the Subscription Agreement, Alex Nichiporchik, tinyBuild's CEO,
may subscribe for additional Subscription Shares depending on the
level of take-up of entitlements by qualifying stockholders in the
Open Offer. This may increase his current subscription for
153,080,000 Subscription Shares post the Open Offer to between
54.0% and 59.1% of the enlarged issued share capital, subject to
the take-up in the Open Offer.
The Issue Price represents a premium of 100% to the closing
price on 20 December 2023 (being the latest practicable time prior
to the announcement of the Placing). The net proceeds of the
Placing are expected to be supplemented by additional proceeds of
up to US$2.16 million to be raised pursuant to the Open Offer.
The net proceeds raised by the Company pursuant to the Placing,
Private Placement and Subscription are c.US$11.0 million and any
additional funds raised through the Open Offer shall be used for
general working capital purposes by the Company. Together the
Placing, Private Placement, Subscription and Open Offer are
referred to as the "Fundraise".
Open Offer
Pusuant to the Open Offer, qualifying stockholders will have an
opportunity to subscribe for up to an aggregate of 33,979,706 Open
Offer Shares at the Issue Price, to raise up to c.US$2.16 million
(before expenses), on the basis of 1 Open Offer Share for every 6
Shares held on the Record Date.
In addition, the Open Offer presents qualifying shareholders
with an opportunity, provided that they take up their Basic
Entitlements in full, to apply for additional Open Offer Shares
through the Excess Application Facility.
The Open Offer entitlements will be represented by the ISIN
USU8884H1116, along with Excess Open Offer entitlements under ISIN
USU8884H1298.
Entitlements will not be listed to any exchange, and are
expected to be credited to the accounts of qualifying stockholders
on or around the 27 December 2023. The Open Offer period is
expected to operate until 11am on 17 January 2024.
The CEO cannot participate in the Open Offer but has the ability
to take up shares that are not subscribed for in the Open Offer
through the Subscription.
The Open Offer is conditional on the passing of stockholder
resolutions at a special meeting of stockholders of the
Company.
Further details on the Open Offer will be contained in the
Circular, which is expected to be posted to stockholders on or
around 22 December 2023 and will be available on the Company's
website.
Conditional Fundraise and notice of Special Meeting
The Fundraise is conditional, inter alia, upon:
1) the passing without amendment of all the Resolutions at the Special Meeting;
2) the Company having complied with its obligations and having
satis ed all conditions under the Placing Agreement, which fall to
be performed on or satis ed prior to Admission;
3) Admission occurring by no later than 8.00 a.m. on 19 January
2024 or such later time and date (being not later than 8.00 a.m. on
31 January 2024) as Joh. Berenberg, Gossler & Co. KG
("Berenberg") and the Company may agree;
4) in the opinion of Berenberg acting in good faith there not
having been a material adverse change since the date of the Placing
Agreement (whether or not foreseeable at the date of the Placing
Agreement).
As set out in detail in the Launch Announcement earlier today,
the Fundraise is conditional, inter alia, upon the passing of each
of the Resolutions at the Special Meeting.
A Special Meeting is therefore being convened at the of ces of
Goodwin Procter (UK) LLP, 100 Cheapside, London EC2V 6DY, United
Kingdom at 12 noon on 18 January 2024 for the purposes of seeking
approval of the Resolutions. The formal Notice of Special Meeting
will be set out at the end of the Circular which is expected to be
posted to stockholders on or around 22 December 2023.
If the Resolutions are not passed at the Special Meeting, the
Fundraise will not take place and the proceeds of the Fundraise
will not be received by the Company.
If the Company does not receive the proceeds of the Fundraise,
the Company would have to again seek other forms of emergency
financing. Whilst the CEO has indicated he is willing to support
the Company, no terms have been agreed beyond the proposed
Subscription and the Company is unable to provide any assurance
that alternative financing could be secured. Failure to secure
alternative forms of finance at all or on commercially acceptable
terms could have a material adverse effect on the Group's business,
financial condition, prospects, capital resources, cash flows,
share price, liquidity, results and/or future operations. In
particular, failure to conclude the Fundraise will materially
compromise the Group's ability to meet its financial obligations as
they fall due and, in the opinion of the Board, likely result in
the Group entering into a chapter 11 bankruptcy or some other form
of insolvency procedure under which the prospects for recovery of
value, if any, by stockholders would be uncertain.
Application for Admission
Application will be made to the London Stock Exchange for the
Placing Shares, the Private Placement Shares, the Subscription
Shares and such number of Open Offer Shares as are subscribed for
in the Open Offer to be admitted to trading on AIM. Subject to,
inter alia, approval of the Resolutions at the Special Meeting,
Admission is expected to take place, and dealings in the Placing
Shares, the Private Placement Shares the Subscription Shares and
such number of Open Offer Shares as are subscribed for are expected
to commence, at 8.00 a.m. on 19 January 2024 (or such later time
and/or date as may be agreed between the Company and Berenberg,
being no later than 8.00 a.m. on 31 January 2024). No temporary
documents of title will be issued.
Capitalised terms not defined in this announcement have the
meanings given to them in the Launch Announcement.
Alex Nichiporchik, Chief Executive Officer of tinyBuild,
commented:
"We are pleased to welcome Atari as a strategic investor of
tinyBuild. Atari is a timeless brand and its support validates the
current strategic plan for tinyBuild."
Wade Rosen, Chairman and CEO of Atari, commented:
"tinyBuild is an amazing company, with industry leading games
and benefiting from an expansive fan base. Atari is excited to
participate in the current capital transaction as tinyBuild's
approach to the indie games market is in line with Atari's
long-term approach."
For further information please contact:
tinyBuild, Inc investorrelations@tinybuild.com
Alex Nichiporchik - Chief Executive Officer
Giasone (Jaz) Salati - Chief Financial
Officer
Michael Schauble - Chief Commercial Officer
Berenberg (Nominated Advisor and Sole Tel: +44 (0) 20 3207
Broker) 7800
Mark Whitmore, Ciaran Walsh, Milo Bonser
SEC Newgate (Financial PR) tinybuild@secnewgate.co.uk
Robin Tozer, Harry Handyside, Molly Gretton +44 (0)7540 106366
The person responsible for releasing this announcement is
Giasone Salati, Chief Financial Officer.
tinyBuild, Inc. LEI: 2138002FIMZYDVU3BD12
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this Announcement.
Important Notices
No action has been taken by the Company, Berenberg or any of
their respective affiliates, or any person acting on its or their
behalf that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in
any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the
Company and Berenberg to inform themselves about, and to observe,
such restrictions.
No prospectus, offering memorandum, offering document or
admission document has been or will be made available in connection
with the matters contained in this Announcement and no such
prospectus is required (in accordance with the Prospectus
Regulation (EU) 2017/1129 (the "Prospectus Regulation") or the
Prospectus Regulation as it forms part of UK domestic law by virtue
of the European Union Withdrawal Act 2018 (the "UK Prospectus
Regulation") as applicable )) to be published. Persons needing
advice should consult a qualified independent legal adviser,
business adviser, financial adviser or tax adviser for legal,
financial, business or tax advice.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, FORWARDING OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT
HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED
THAT IT WILL BE SO APPROVED.
This Announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the Placing Shares is being made in any such
jurisdiction.
The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory
authority of any State or other jurisdiction of the United States,
and may not be offered, sold or transferred directly or indirectly
in or into the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with the securities laws of
any State or any other jurisdiction of the United States.
Accordingly, the Placing Shares are being offered and sold by the
Company only outside the United States in "offshore transactions"
(as such terms are defined in Regulation S under the Securities Act
("Regulation S")) in accordance with, and in reliance on, the safe
harbour from registration provided by Rule 903(b)(3), or Category
3, of Regulation Sand otherwise in accordance with applicable. The
securities referred to herein are subject to the conditions listed
under Rule 903(b)(3), or Category 3, of Regulation S. Under
Category 3, offering restrictions (as defined under Regulation S)
are in place and additional restrictions are imposed on resales of
the securities referred to herein. Further, hedging transactions in
the securities referred to herein may not be conducted unless in
compliance with the US Securities Act. No public offering of
securities is being made in the United States.
This Announcement is for information purposes only and is
directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as
principal or agent) for the purposes of their business and who have
professional experience in matters relating to investments and are:
(a) if in a member state of the European Economic Area (the "EEA"),
persons who are qualified investors, within the meaning of Article
2(E) of the Prospectus Regulation ("Qualified Investors"); or (b)
if in the United Kingdom, 'Qualified Investors' within the meaning
of Article 2(E) Of the UK Prospectus Regulation and who are also:
(i) persons who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) persons who fall within Article 49(2)(a) to (d)
(high net worth bodies companies, unincorporated associations, etc)
of the Order, or (c) persons to whom it may otherwise be lawfully
communicated, and in all cases who are capable of being categorised
as a professional client or an eligible counterparty for the
purposes of the FCA conduct of business rules, (all such persons
referred to in (a), (b) and (c) above together being referred to as
"Relevant Persons").
Any investment or investment activity to which this Announcement
relates is available in the EEA or the United Kingdom only to
Relevant Persons and will be engaged in only with Relevant Persons.
This Announcement must not be acted on or relied on by persons in
the EEA or the United Kingdom who are not Relevant Persons.
In Canada, no prospectus has been filed with any securities
commission or similar regulatory authority in respect of the
Placing Shares. No such securities commission or similar regulatory
authority in Canada has reviewed or in any way passed upon the
merits of any proposed offering of the Placing Shares and any
representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the
relevant clearances have not been, and will not be, obtained for
the South Africa Reserve Bank or any other applicable body in the
Republic of South Africa in relation to the Placing Shares and the
Placing Shares have not been, nor will they be, registered under or
offering in compliance with the securities laws of any state,
province or territory of Australia, Canada, the Republic of South
Africa or Japan. Accordingly, the Placing Shares may not (unless an
exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or
into Australia, Canada, the Republic of South Africa, or Japan or
any other jurisdiction in which such activities would be
unlawful.
This Announcement contains forward-looking statements.
Forward-looking statements are not historical facts but are based
on certain assumptions of management regarding our present and
future business strategies and the environment in which we will
operate, which the Company believes to be reasonable but are
inherently uncertain, and describe the Company's future operations,
plans, strategies, objectives, goals and targets and expectations
and future developments in the markets. Forward-looking statements
typically use terms such as "believes", "projects", "anticipates",
"expects", "intends", "plans", "may", "will", "would", "could" or
"should" or similar terminology. Any forward-looking statements in
this Announcement are based on the Company's current expectations
and, by their nature, forward-looking statements are subject to a
number of risks and uncertainties, many of which are beyond the
Company's control, that could cause the Company's actual results
and performance to differ materially from any expected future
results or performance expressed or implied by any forward-looking
statements. As a result, you are cautioned not to place undue
reliance on such forward-looking statements. Past performance
should not be taken as an indication or guarantee of future
results, and no representation or warranty, express or implied, is
made regarding future performance. Some of the information is still
in draft form and will only be finalised, if legally verifiable, at
a later date. The Company undertakes no obligation to release the
results of any revisions to any forward-looking statements in this
Announcement that may occur due to any change in its expectations
or to reflect events or circumstances after the date of this
Announcement, unless required to do so by applicable law or
regulation, and the parties named above disclaim any such
obligation.
Berenberg and its affiliates may have engaged in transactions
with, and provided various commercial banking, investment banking,
financial advisory transactions and services in the ordinary course
of their business with the Company and/or its affiliates for which
they would have received customary fees and commissions. Berenberg
and its affiliates may provide such services to the Company and/or
its affiliates in the future.
This Announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Berenberg or by any of its affiliates or any person acting on its
or their behalf as to, or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
This Announcement does not constitute a recommendation
concerning any investor's investment decision with respect to the
Placing. Any indication in this Announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. The price of shares
and any income expected from them may go down as well as up and
investors may not get back the full amount invested upon disposal
of the shares. Past performance is no guide to future performance.
The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice.
The Placing Shares to be issued or sold pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
Berenberg is authorised and regulated by the German Federal
Financial Supervisory Authority and is authorised, and subject to
limited regulation by, the FCA in the United Kingdom. Berenberg is
acting exclusively for the Company and no one else in connection
with the contents of this Announcement and other matters described
in this Announcement and will not regard any other person as its
client in relation to the content of this Announcement and other
matters described in this Announcement and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the content of this Announcement or any other
matters referred to in this Announcement.
Notice to Distributors
UK Product Governance Requirements
Solely for the purposes of the product governance requirements
contained within the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Rules"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Placing Shares have been subject to a product approval
process, which has determined that the Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties as defined in paragraph 3 of the FCA
Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all distribution channels to professional
clients and eligible counterparties (the "UK Target Market
Assessment").
Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The UK Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the UK Target Market Assessment, Berenberg
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the UK Product Governance Requirements; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Capitalised terms used but not defined in this Announcement have
the meaning given in the Placing Announcement unless otherwise
stated.
The information below set out in accordance with the requirement
of Market Abuse Regulation (EU) NO. 596/2014, including as it forms
part of domestic law in the United Kingdom by virtue of the
European Union (Withdrawal) Act 2018 provides further detail.
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END
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