THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE RUSSIAN FEDERATION, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
26 January 2024
tinyBuild, Inc.
(the "Company"
and together with its subsidiaries
"tinyBuild" or the
"Group")
Results
of Special Meeting and Total Voting Rights
$12.3m of
new funding strengthens the balance sheet following successful
vote
tinyBuild, Inc. (AIM: TBLD),
a premium video games publisher and developer with
global operations, is pleased to announce
that at the special meeting of the stockholders of the Company (the
"Special Meeting"), held
earlier today, all of the Resolutions set out in the circular dated
22 December 2023 were duly approved.
Further to this, the Company can now
confirm that it will issue, pursuant to the Fundraise, 193,341,081
new shares (the "Offer
Shares") at 5 pence per share (the "Issue Price"), raising gross proceeds
of approximately US$12.3[1]
million in aggregate. Net proceeds of the
Fundraise will be approximately US$11.4 million. The issue of the
Offer Shares will be split as follows:
· 153,080,000 Offer Shares under the Subscription, raising gross
proceeds of approximately US$9.75 million;
· 4,000,000 Offer Shares under the Placing, raising gross
proceeds of approximately US$0.25 million;
· 31,416,902 Offer Shares under the Private Placement, raising
gross proceeds of approximately $2.00 million; and
· 4,844,179 Offer Shares under the Open Offer, raising gross
proceeds of $0.31 million as previously announced.
Admission and Total Voting
Rights
Pursuant to the Fundraise, the
Company has applied to the London Stock Exchange for 193,341,081
new shares to be admitted to trading on AIM ("Admission"). The new shares will trade
in the Company's restricted line of Common Stock under the symbol
TBLS (ISIN: USU8884H1371). It is expected
that Admission will occur at 8:00 a.m. on or around 30 January
2024.
Following Admission, the Company's
issued share capital will comprise 397,219,319 Shares and
that number may be used by shareholders in the
Company as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under
the FCA's Disclosure Guidance and Transparency Rules. The Company
does not hold any shares in treasury.
Commenting on the results of the
Special Meeting and Fundraise Alex Nichiporchik, Chief Executive of
the Company, said:
"I am delighted that the fundraise
has been approved by shareholders and I'm proud to support
tinyBuild through a turbulent time. I believe in tinyBuild, our
people, the products, and the culture we've built and I'm pleased
we have got through this challenging situation.
The Company has a fantastic pipeline
of games, supported by a diversified back catalogue and a great
publishing team. I appreciate the faith shareholders have put into
us, and the tinyBuild team are excited about the years
ahead."
Capitalised terms not defined in
this announcement will have the meanings (unless the context
otherwise requires) set out in the circular dated 22 December 2023,
which is available on the Company's website https://www.tinybuildinvestors.com.
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
Broker)
Mark Whitmore, Ciaran Walsh, Milo
Bonser
|
Tel: +44
(0) 20 3207 7800
|
|
|
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
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
(a)
|
Name
|
Alex Nichiporchik
|
2.
|
Reason for the notification
|
(a)
|
Position/status
|
Chief Executive Officer
|
(b)
|
Initial notification/
Amendment
|
Initial notification
|
3.
|
Details of the issuer
|
(a)
|
Name
|
tinyBuild, Inc.
|
(b)
|
LEI
|
2138002FIMZYDVU3BD12
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
(a)
|
Description of the Financial
Instrument
|
Common stock with par value of
$0.001 per share
|
(b)
|
Identification code of the Financial
Instrument
|
USU8884H1371
|
(c)
|
Nature of the transaction
|
Purchase of shares
|
(d)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
|
5 pence
|
153,080,000
|
|
|
|
(e)
|
Aggregated information
- Aggregated
volume
-
Price
|
N/A
|
(f)
|
Date of the transaction
|
26 January 2024
|
(g)
|
Place of the transaction
|
London Stock Exchange
|
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 Offer Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Offer
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, JAPAN, THE RUSSIAN FEDERATION, THE
REPUBLIC OF SOUTH AFRICA 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 INTENDED 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, Japan, the
Russian Federation or the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public
offering of the Offer 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 Offer 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 S and 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 Offer 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 Offer 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 Offer Shares and the Offer 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
Offer 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 Offer 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 Offer Shares
have been subject to a product approval process, which has
determined that the Offer 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 Offer
Shares may decline and investors could lose all or part of their
investment; the Offer Shares offer no guaranteed income and no
capital protection; and an investment in the Offer 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 Offer Shares.
Each distributor is responsible for
undertaking its own target market assessment in respect of the
Offer 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.