REG - tinyBuild, Inc. - Placing, Private Placement,Subscription,Open Offer

tinyBuildAnnouncement

21/12/2023 07:15

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RNS Number : 5943X  tinyBuild, Inc.  21 December 2023

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SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR
COMMITMENT WHATSOEVER IN ANY JURISDICTION.

 

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as it forms part of domestic law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (together,
"MAR"). In addition, market soundings were taken in respect of the matters
contained in this announcement, with the result that certain persons became
aware of such inside information. Upon the publication of this announcement,
this inside information is now considered to be in the public domain and such
persons shall therefore cease to be in possession of inside information.

 

21 December 2023

 

tinyBuild, Inc

 

("tinyBuild" or the "Company" or the "Group")

 

Placing, Private Placement, Subscription and Open Offer of Offer Shares

 

tinyBuild (AIM:TBLD), a premium video games publisher and developer with
global operations, today announces its intention to raise gross proceeds of up
to c.US$14 million through the issue of new common shares in the capital of
the Company (the "Offer Shares") at a price of 5 pence (the "Issue Price") per
new common share, through a combination of:

 

·      a placing to raise at least US$10 million (the "Placing");

 

·      in conjunction with the Placing, Alex Nichiporchik, the CEO has
agreed to:

 

(i)         underwrite the Placing and the Open Offer by way of a
subscription of (a) any Shares not taken up in the Open Offer (defined below)
and (b) such number of Shares not subscribed for by Placees in the Placing,
together amounting up to a maximum of US$10 million;

 

(ii)       subscribe for such number of Shares representing a maximum of
37.8% raised in the Private Placement (defined below);

 

(iii)        subject to investor demand and allocation, subscribe for
such number of any additional Shares to be issued in connection with the
transaction,

 

such that the CEO's total subscription amount results in his shareholding
percentage not falling below his current shareholding of 37.8% (the
"Subscription");

 

·      a private placement of Shares at the Issue Price to Atari, SA
("Atari"), the interactive entertainment company and an iconic gaming industry
brand, of US$2 million (the "Private Placement"); and

 

·      post the Placing, the Private Placement and the Subscription, the
Company intends to launch an open offer to qualifying stockholders for up to
US$2.16 million (the "Open Offer") with each qualifying stockholder's basic
entitlement being 1 Open Offer Share for every 6 Shares held at the Record
Date,

 

in each case, if required, subject to the passing of all Resolutions at a
special meeting of the stockholders of the Company (the "Special Meeting"),

 

(together, the "Fundraise").

 

The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild") which will be launched immediately following this announcement
and will be made available to eligible institutional investors. The Placing is
subject to the terms and conditions set out in Appendix 2 to this announcement
(which forms part of this announcement, such announcement and its Appendices
together being this "Announcement").

 

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is acting as
Nominated Adviser and Sole Bookrunner for the Company in connection with the
Placing.

 

The final number and allocation of Placing Shares will be agreed by Berenberg
and the Company at the close of the Bookbuild and the result will be announced
as soon as practicable thereafter. It is envisaged that the Bookbuild will be
closed no later than 6.00 p.m. on the date of this Announcement. A further
announcement will be made following the close of the Bookbuild, confirming the
results of the Placing.

 

The Placing is being made available to institutional investors and is not
being made available to the public. The Company also considers it important
that existing retail stockholders have an opportunity (where it is practicable
for them to do so) to participate in, to the extent possible, the Fundraise on
equivalent terms and conditions to the Placing. Accordingly, the Company
intends to offer existing retail shareholders the opportunity to participate
through the Open Offer. A separate announcement will be made by the Company
regarding the Open Offer. For the avoidance of doubt, the Open Offer does not
form part of the Placing.

 

The Placing and Open Offer will be underwritten by Alex Nichiporchik up to a
maximum of US$10 million. Whilst the Company is not subject to The City Code
on Takeovers and Mergers (the "Takeover Code") because its registered office
and its place of central management and control are outside the UK, the
Channel Islands and the Isle of Man, any subscription by Alex Nichiporchik
pursuant to the Subscription that results in him holding more than his current
percentage holding will be subject to stockholder approval representing at
least 50% of stockholders with voting rights to waive the requirement for the
CEO to make a mandatory offer for the Company pursuant to the Company's bylaws
(a "Whitewash Resolution"). A further stockholder resolution will be required
to give the directors authority to allot and issue the Offer Shares on a
non-pre-emptive basis by the approval of at least 75% of those stockholders
present and voting at the Special Meeting (the "Disapplication Resolution").
Alex Nichiporchik will not be permitted to vote on the Whitewash Resolution,
but he will be permitted to vote on the Disapplication Resolution. Further
details regarding these stockholder resolutions will be included in the
Circular and Notice of Special Meeting to be published by the Company in due
course.

 

Subscription

In connection with the Subscription, the Company and the CEO entered into a
subscription agreement ("Subscription Agreement") on 21 December 2023. The
Subscription Agreement is conditional on the passing without amendment of the
required Resolutions at the Special Meeting.

 

Pursuant to the terms of the Subscription Agreement, the CEO will, subject to
the passing of the required Resolutions at the Special Meeting, subscribe for
Offer Shares at the Issue Price by:

 

·      underwriting the Placing and the Open Offer by way of a
subscription of (a) any Shares not taken up in the Open Offer and (b) such
number of Shares not subscribed for by Placees in the Placing, together
amounting up to a maximum of US$10 million;

·      subscribing for such number of Shares representing a maximum of
37.8% raised in the Private Placement;

·      subject to investor demand and allocation, subscribing for such
number of any additional Shares to be issued in connection with the
transaction,

 

such that the CEO's total subscription amount results in his shareholding
percentage not falling below his current shareholding of 37.8%.

 

The CEO, Alex Nichiporchik, currently owns 37.8% of the Shares. Immediately
following the completion of the Fundraise, he will hold between 37.8% and
59.7% of the Shares and voting rights in the Company depending on the level of
demand from proposed Placees in the Placing and qualifying stockholders in the
Open Offer. As a result, the CEO will possess sufficient voting power to
exercise significant influence over all matters requiring shareholder
approval, including the election or removal of directors, the declaration of
dividends, whether to accept the terms of a takeover offer and other matters
to be determined by the Stockholders. In exercising his voting rights, the CEO
may be motivated by interests that are different from those of other
stockholders.

 

The Company entered into a relationship agreement with the CEO and another
individual who was deemed to be acting in concert with him on 3 March 2021 to
regulate their relationship following the Company's IPO (the "Relationship
Agreement"). That other individual is no longer deemed to be acting in concert
with the CEO. Notwithstanding the Relationship Agreement, the ownership levels
of the CEO may have the effect of delaying, deferring or preventing a change
of control, merger, consolidation, takeover or other business combination or
discouraging a potential acquirer from making a tender offer or otherwise
attempting to obtain control of the Company, which in turn could have an
adverse effect on the trading price of the Shares.

 

Private Placement Agreement

 

In connection with the Private Placement, the Company and Atari entered into
the Private Placement Agreement on 21 December 2023, whereby Atari has agreed
to conditionally subscribe for 31,416,902 Offer Shares at the Issue Price.

 

The Private Placement Agreement is conditional, inter alia, on (i) Admission
taking place and (ii) the passing without amendment of the required
Resolutions at the Special Meeting.

 

Open Offer

 

The Board recognises and is grateful for the continued support received from
stockholders and feels strongly that existing qualifying stockholders (subject
to certain restrictions that will be imposed in relation to stockholders
located in the United States or other restricted jurisdictions) should, where
it is practical for them to do so, have the opportunity to participate in the
capital raising process on the same terms as those participating in the
Placing, Private Placement and the Subscription.

 

It is therefore the Board's intention to offer all qualifying stockholders the
opportunity to participate in the Open Offer to raise up to c.US$2.16 million
(before expenses), separate to the funds raised pursuant to the Placing,
Private Placement and the Subscription. The CEO cannot participate in the Open
Offer and has the ability to take up shares that are not subscribed for in the
Open Offer through the Subscription.

 

The Company therefore intends to provide all qualifying stockholders with the
opportunity to subscribe for an aggregate of up to 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.
Qualifying stockholders subscribing for their full entitlement under the Open
Offer will also be able to request additional Open Offer Shares through an
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 the
17 January 2024.

 

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.

 

Related Party Transaction

 

Alex Nichiporchik, CEO of tinyBuild, is considered a related party of the
Company pursuant to Rule 13 of the AIM Rules for Companies by virtue of his
role as director and as a substantial shareholder of the Company. Therefore,
Alex Nichiporchik' s entry into the Subscription Agreement is classified as a
related party transaction.

 

The independent directors of the Company, excluding Alex Nichiporchik, having
consulted with the Company's nominated adviser, Berenberg, consider that the
terms of the Subscription Agreement are fair and reasonable insofar as the
stockholders of the Company are concerned.

 

Background to the Fundraise

On 5 December 2023, the Company announced an update on trading and a
litigation settlement (the "Trading Update") including the below excerpt:

 

"Current Trading and Cost Action

 

Since the publication of the Company's interim results in September 2023
("2023 Half Year Results"), the market has deteriorated further and
negotiations of certain large contracts have extended into the final month of
the year. These remain under negotiation and may not be signed by year end, or
at all. The continued underperformance of Versus Evil which delayed into 2024
three out of four games originally planned for release in H2 2023, including
the widely anticipated Broken Roads, also weighed on group performance. As a
result, FY23 revenues are now likely to be between $40-50 million with the
top end of this range dependent on the aforementioned large contracts being
signed and anticipated December trading before the year end.

 

The mix of revenues remains tilted towards lower-margin third-party games,
which has a negative impact on gross profit margin, when compared to FY22. In
an effort to mitigate the impact of lower expected cash inflows just before
the end of the year, the Company has promptly accelerated its cost reduction
plan. Further reduction of studio cash burn, the refocus on lower risk and
higher than expected return projects and the optimisation of the publishing
units are expected to contribute to a cash outflow reduction by $5-10 million
per annum, starting from FY24. One-off severance charges and further
impairments may be booked in FY 2023 as a result of further cost action.

 

Settlement Terms

On 4 December 2023, tinyBuild agreed to a binding summary of terms relating to
a global settlement agreement (the "Settlement Terms") to be entered into
with Steve Escalante, Lance James and Stall Proof, LLC (the "Claimants")
relating to the following claims which have been made against tinyBuild
following its acquisition of Versus Evil LLC ("Versus Evil") and Red Cerberus
LLC ("Red Cerberus") in November 2021 (together, the "Claims"):

 

(a)  MIPA Claim

As previously disclosed in tinyBuild's 2023 Half Year Results, in November
2021, tinyBuild acquired Versus Evil and Red Cerberus from the Claimants. The
Claimants allege that tinyBuild breached three material obligations under the
relevant Membership Interest Purchase Agreement (the "MIPA"). First, the
Claimants allege that tinyBuild was obligated and failed to make timely
capital contributions to Versus Evil during fiscal years 2022 and 2023.
Second, the Claimants allege that tinyBuild was obligated and failed to
release to the Claimants certain funds that were held back under the terms of
the MIPA. Third, the Claimants allege that tinyBuild was obligated and failed
to provide material support to Versus Evil that was promised under the
MIPA (together, the "MIPA Claim").

 

(b)  Escalante Claim

In connection with the aforementioned acquisitions, tinyBuild entered into an
employment agreement with Steve Escalante providing for his employment as
General Manager of Versus Evil and Red Cerberus (the "Employment Agreement").
Among other things, the Employment Agreement provided for a retention package
worth $3 million in shares and options over three years. Mr. Escalante
commenced legal proceedings against tinyBuild and tinyBuild's directors
alleging that tinyBuild breached the Employment Agreement by failing to pay
him in a timely manner and sought to assert his right to terminate the
Employment Agreement.

 

As part of the Settlement Terms and in full and final settlement of the Claims
(including the MIPA Claim), tinyBuild has agreed to pay to the Claimants $3.5
million in cash (in addition to legal costs). The Settlement Terms cover the
claims disclosed in the 2023 Half Year Results note on contingent liabilities
and will also relinquish the Company from any future obligation relating to
earnouts, which allows tinyBuild to consider all strategic options for both
Versus Evil and Red Cerberus.

 

The payment will be divided in two tranches: (i) $1.5 million on signing of
the Settlement Terms and (ii) the remaining funds due by 13 February 2024 (the
"Deferred Payment"). tinyBuild's obligation to make the Deferred Payment has
been secured by founder and CEO Alex Nichiporchik with a personal guarantee,
should tinyBuild fail to satisfy its obligations under the Settlement Terms.

 

Cash position

 

At the end of November, the Company had $5.7 million of cash, which is
expected to decline further due to limited cash inflow from October sales,
one-off charges as part of the cost reduction plan and underlying software
development investments due in December. As a result, the Company's cash
position at the end of the year is expected to be in the low single digit
millions, assuming no large contracts are signed before the year end and
including the $1.5 million upfront cash payment related to the Settlement
Terms. The undrawn revolving credit facility with Bank of America originally
set up to fund potential M&A activity was terminated and the Company
continues to have no debt or undrawn facilities.

 

Including payments to be made pursuant to the Settlement Terms and assuming no
large contracts are signed, the Company will require new funding by the end of
January 2024. As a result of this, the Company is evaluating near-term options
to strengthen its balance sheet. As part of this process, Alex Nichiporchik
has expressed his support for the Company and willingness to underwrite an
equity fundraise of new common shares of the Company to raise up to $10
million. The Company intends to offer shareholders and other investors the
opportunity to participate in any such potential equity fundraise under the
same terms and will provide a further announcement as and when appropriate.
Any such equity fundraise would require shareholder approval with further
details expected to be published before the end of 2023."

 

Further to the announcement in the Trading Update of binding Settlement Terms
being agreed in respect of the Claims, a global settlement agreement (the
"Settlement Agreement") has been entered into by the Company in full and final
settlement of the Claims, in respect of which each of the Company and its
Directors were potentially liable with the Deferred Payment due in February
2024.

 

No large contracts have been agreed or signed since the Trading Update.

 

Rationale for the Fundraise and Use of Proceeds

 

The Trading Update stated the Company will require new funding by the end of
January 2024 and was therefore evaluating near-term options to strengthen its
balance sheet. The Directors gave careful consideration to the structure of
the Fundraise and concluded that the Placing, together with the Private
Placement, Subscription and Open Offer, was the most suitable option available
to the Company and its stockholders at this time.

 

The anticipated proceeds of the Fundraise are expected to be used in the
following approximate amounts:

 

 Use of proceeds                                 $m
 Settlement Agreement((1))                       3.5
 Investment in software development during 2024  5+
 Working capital                                 3+

Notes: (1) of which $1.5m was paid in mid-December pursuant to the Settlement
Agreement.

 

Any additional funds raised shall be used by the Company for general working
capital purposes.

 

The Fundraise, including the Placing, is conditional, inter alia, on
stockholder approval. If the resolutions to be put forward to stockholders 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.

 

Strategy update

 

As announced on 5 December 2023, the Company has promptly accelerated its cost
reduction plan in an effort to mitigate the impact of lower than expected cash
inflows. These actions are expected to contribute to a cash outflow reduction
by US$5-10 million per annum, starting from Q1 2024 and include the
following cost action items:

 

·      Refocusing on lower risk/higher return projects

·      Publishing unit optimisation

·      Streamlining of existing studios

·      One-off severance charges in 2023 and potential further
impairments with further details expected to be contained in the Company's
FY23 results

 

The current pipeline includes widely-awaited titles such as Broken Roads,
Streets of Rogue 2, SAND, Ferocious amongst others.

 

Outlook

 

The Company's outlook remains unchanged from the 5 December Trading Update:

 

"The outlook for FY24 remains cautious. The Company expects continued pressure
on discounting in a crowded market for new releases. The planned launch of
certain promising games in 2024 gives reason for optimism and this coupled
with a leaner cost base could translate into strong operating leverage in the
event of a recovery in video games sales."

 

 

Total Voting Rights

 

As at 20 December 2023, the issued share capital of the Company now consists
of 203,878,238 Common Shares, with a nominal value of US$0.001 each, with
voting rights (including 2,901,529 Common Shares held by the Company's
employee benefit trust).

 

The Company also intends to award shares to certain employees including
Giasone Salati at a date to be determined as part of ongoing remuneration
discussions. Where possible, the Company has the option to issue shares from
the employee benefit trust to satisfy such awards.

 

Enquiries:

 

 tinyBuild, Inc                                                  investorrelations@tinybuild.com (mailto:investorrelations@tinybuild.com)

 Alex Nichiporchik - Chief Executive Officer

 Giasone (Jaz) Salati - Chief Financial Officer

 Michael Schauble - Chief Commercial Officer
 Berenberg (Sole Bookrunner, Nominated Adviser and Sole Broker)  +44 (0)20 3207 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

Notes for editors

 

About tinyBuild:

Founded in 2013, tinyBuild (AIM: TBLD) is a global video games publisher and
developer, with a catalogue of more than 80 premium titles across different
genres. tinyBuild's strategy is to focus on its own intellectual property (IP)
to build multi-game and multimedia franchises, in partnership with developers.

 

tinyBuild is headquartered in the USA with operations stretching across the
Americas and Europe. The Group's broad geographical footprint enables the
Company to source high-potential IP, access cost-effective development
resources, and build a loyal customer base through its innovative grassroots
marketing.

 

tinyBuild was admitted to AIM, a market by the London Stock Exchange, in March
2021.

 

Important Notices

 

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered, sold, pledged or otherwise transferred in the United
States absent registration under the Securities Act, or pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities law.
tinyBuild, Inc (the "Company") does not intend to register the securities or
conduct a public offering in the United States. Any failure to comply with the
foregoing restrictions may constitute a violation of US securities laws. This
announcement (the "Announcement") does not constitute or form part of an offer
or invitation to sell or a solicitation of an offer to buy or subscribe for or
otherwise acquire any securities in any jurisdiction or an inducement to
engage in investment activity. There shall be no offers or sales of shares or
other securities in any jurisdiction in which such offer or sale would be
unlawful prior to registration or qualification under the securities laws of
such jurisdiction.

 

This Announcement has been issued by the Company 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 its affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or
any other information made available to or publicly available to any
interested party or its advisers, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available, and any
liability therefore is expressly disclaimed.

 

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.

 

The distribution of this Announcement and the proposed equity issuance in
certain jurisdictions may be restricted by law. No action has been taken by
the Company or Berenberg that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Any failure to comply with these restrictions
may constitute a violation of the securities laws of such jurisdiction.
Persons into whose possession this Announcement comes are required by the
Company and Berenberg to inform themselves about, and to observe, such
restrictions.

 

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 and the parties named above disclaim any such
obligation.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) 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, each
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels to
professional clients and eligible counterparties (the "Target Market
Assessment").

 

Notwithstanding the Target Market Assessment for the Placing Shares,
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 Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
offering of the Placing Shares. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, Berenberg will only procure investors who meet
the criteria of professional clients and eligible counterparties.

 

For the avoidance of doubt, the 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.

 

APPENDIX 1

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event(12)                                                                       Date
 Announcement of the Fundraise                                                   21 December 2023

 Record date for entitlement to participate under the Open Offer                 6.00 p.m. on 19 December 2023

 Despatch of this Circular and (if applicable) the Form of Direction and the     22 December 2023
 Application Form

 Ex-entitlement date of the Open Offer                                           8.00 a.m. on 21 December 2023

 Open Offer Entitlements and Excess CREST Open Offer Entitlements credited as    As soon as practicable after 8.00 a.m. on 27 December 2023
 soon as possible after stock accounts of Qualifying DI Holders

 Recommended latest time and date for requesting withdrawal of Open Offer        4.30 p.m. on 11 January 2024
 Entitlements and Excess CREST Open Offer from CREST

 Latest time and date for depositing Open Offer Entitlements into CREST          3.00 p.m. on 12 January 2024

 Latest time and date for splitting Application Forms (to satisfy bona fide      3.00 p.m. on 15 January 2024
 market claims only)

 Latest time and date for receipt of Forms of Direction from Depository          9.00 a.m. on 15 January 2024
 Interest holders

 Latest time and date of receipt for proxy votes and CREST voting instructions   9.00 a.m. on 16 January 2024
 to be valid at the Special Meeting

 Latest time and date for receipt of completed Application Forms and payment in  11.00 a.m. on 17 January 2024
 full under the Open Offer or settlement of relevant CREST instructions (as
 appropriate)

 Special Meeting                                                                 12.00 p.m. (noon) on 18 January 2024

 Publication of the results of the Special Meeting                               18 January 2024

 Admission and commencement of dealings in the Placing Shares, the Open Offer    8.00 a.m. on 19 January 2024
 Shares, the Subscription Shares and the Private Placement Shares on AIM

 CREST accounts to be credited with Depositary Interests representing Offer      as soon as possible on 19 January 2024
 Shares

 Expected despatch of definitive share certificates for Offer Shares in            Within 14 days of Admission
 certificated form (certificated holders only)

 

Notes:

1. Each of the times and dates mentioned in this Appendix 1 is subject to
change by the Company (with the agreement of Berenberg), in which event
details of the new times and dates will be notified to the London Stock
Exchange and the Company will make an appropriate announcement to a Regulatory
Information Service.

2. References to times in this Appendix 1 are to London time unless otherwise
stated.

 

APPENDIX 2

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED
ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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 ("QUALIFIED INVESTORS")
WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED
(THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO ARE (I)
PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" 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 COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC")
OF THE ORDER; OR (III) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (B) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN ANY MEMBER
STATE OF THE EEA WHO ARE NOT QUALIFIED INVESTORS OR PERSONS IN THE UNITED
KINGDOM WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT
MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO
QUALIFIED INVESTORS IN ANY MEMBER STATE OF THE EEA AND RELEVANT PERSONS IN THE
UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF,
OR THE SOLICITATION OF AN OFFER TO ACQUIRE OR SUBSCRIBE FOR, ANY SECURITIES IN
THE COMPANY.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN, INTO OR
IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS
OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING
IS BEING MADE OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS WITHIN THE
MEANING OF, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT IN
ACCORDANCE WITH AND IN RELIANCE ON THE SAFE HARBOUR FROM REGISTRATION PROVIDED
BY SECTION 903(B)(3), OR CATEGORY 3, OF REGULATION S UNDER THE SECURITIES ACT.
THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE
UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR
ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
FINANCIAL AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.

This Announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction including,
without limitation, the United States or any other Restricted Territory (as
defined below) or any jurisdiction where such offer or solicitation is
unlawful.

This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in Australia,
South Africa, Canada, Japan or the United States or any jurisdiction in which
such release, publication or distribution is unlawful (each a "Restricted
Territory"). The distribution of this Announcement, the Placing and/or the
offer or sale of the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company or by Joh. Berenberg, Gossler
& Co. KG, London Branch ("Berenberg") or any of its Affiliates or any of
its Representatives which 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 distributing any part of this
Announcement must satisfy themselves that it is lawful to do so. 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 such action. Persons into whose
possession this Announcement comes are required by the Company and Berenberg
to inform themselves about, and to observe, any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances to
which section 21(1) of the Financial Services and Markets Act 2000, as amended
(the "FSMA") does not apply.

Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or to, or for the
account or benefit of, a citizen or resident, or a corporation, partnership or
other entity created or organised in or under the laws of a Restricted
Territory.

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 any of its Affiliates or Representatives 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
party or its advisers, and any liability therefore is expressly disclaimed.

Berenberg is acting exclusively for the Company and no-one else in connection
with the Placing and is not, and will not be, responsible to anyone (including
the Placees) other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.

None of the Company, Berenberg or any of their respective Affiliates or
Representatives makes any representation or warranty, express or implied to
any Placees regarding any investment in the securities referred to in this
Announcement under the laws applicable to such Placees.

By participating in the Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to acquire Placing Shares
has been given will be deemed (i) to have read and understood this
Announcement in its entirety; (ii) to be participating, making such offer on
the terms and conditions contained in this Appendix; and (iii) to be providing
(and shall only be permitted to participate in the Placing on the basis that
they have provided) the representations, warranties, indemnities, agreements,
acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:

1.         if it is in any member state of the EEA it is a Qualified
Investor and if it is in the United Kingdom it is a Relevant Person, and
undertakes that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;

2.         it is subscribing for Placing Shares for its own account or
is subscribing for Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities, acknowledgments,
undertakings and agreements contained in this Announcement;

3.         if it is a financial intermediary, as that term is used in
Article 5(1) of the EU Prospectus Regulation or the UK Prospectus Regulation
(as applicable), (i) the Placing Shares subscribed for by it in the Placing
will not be subscribed for on a non-discretionary basis on behalf of, nor will
they be subscribed for with a view to their offer or resale to, persons in a
member state of the EEA other than to Qualified Investors, or persons in the
United Kingdom other than to Relevant Persons, or in circumstances in which
the prior consent of Berenberg has been given to each proposed offer or
resale; or (ii) where Placing Shares have been subscribed for by it on behalf
persons in a member state of the EEA other than Qualified Investors, or in the
United Kingdom other than Relevant Persons, the offer of those Placing Shares
to it is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;

4.         it and the person(s), if any, for whose account or benefit
it is acquiring the Placing Shares are (i) outside the United States and will
be outside the United States at the time the Placing Shares are acquired by it
and (ii) acquiring the Placing Shares in an "offshore transaction" within the
meaning of Regulation S;

5.         the Placing Shares will be subject to the conditions listed
under Section 903(b)(3), of Category 3, of Regulation S. The Placing Shares
are "restricted securities" as defined in Rule 144 under the Securities Act;
and

6.         the Company and Berenberg will rely upon the truth and
accuracy of and compliance with the foregoing representations, warranties,
undertakings, acknowledgements and agreements. Each Placee hereby agrees with
the Company and Berenberg to be bound by these terms and conditions as being
the terms and conditions upon which Placing Shares will be issued. A Placee
shall, without limitation, become so bound if Berenberg confirms to such
Placee its allocation of Placing Shares.

Bookbuild

Following this Announcement, Berenberg will today commence the bookbuilding
process (the "Bookbuild") to determine demand for participation in the Placing
by Placees. No commissions will be paid to Placees or by Placees in respect of
any Placing Shares. The Bookbuild will open with immediate effect. Members of
the public are not entitled to participate in the Placing. This Appendix gives
details of the terms and conditions of, and the mechanics of participation in,
the Placing.

Berenberg and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuild as they may, in their sole discretion,
determine.

Details of the Placing Agreement and of the Placing Shares

Berenberg has today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, Berenberg
has agreed, as agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for the Placing Shares at the Issue Price. The
Placing is not being underwritten by Berenberg.

The final number of Placing Shares will be determined at the close of the
Bookbuild by the Company and Berenberg, following which the Company and
Berenberg will execute placing terms recording the final details of the
Placing (the "Placing Terms"). The timing of the closing of the book and
allocations are at the discretion of the Company and Berenberg. Details of the
number of Placing Shares will be announced as soon as practicable after the
close of the Bookbuild.

The Placing Shares will, when issued, be subject to the Company's corporate
documents, be credited as fully paid and will rank pari passu in all respects
with the existing Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of the Shares after the
date of issue of such Placing Shares. The Placing Shares will be issued free
of any encumbrances, liens or other security interests.

Applications for listing and admission to trading

Application will be made to the London Stock Exchange for the Offer Shares to
be admitted to trading on AIM ("Admission"). It is expected that, subject to
the passing of the Resolutions as the Special Meeting, Admission will become
effective at 8.00 a.m. (London time) on 19 January 2024 or such later time and
date (being not later than 8.00 a.m. (London time) on 31 January 2024) as
Berenberg and the Company may agree.

Participation in, and principal terms of, the Placing

1.         Berenberg is acting as sole bookrunner and agent of the
Company in connection with the Placing.

2.         Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by Berenberg.
Berenberg and its Affiliates are entitled to enter bids in the Bookbuild as
principal.

3.         The Placing Shares will be issued to Placees at the Issue
Price.

4.         The Bookbuild, if successful, will establish the number of
Placing Shares to be issued in the Placing. The number of Placing Shares will
be announced on a Regulatory Information Service following completion of the
Bookbuild (the "Placing Results Announcement").

5.         To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone or in writing to their usual sales contact
at Berenberg. Each bid should state the number of Placing Shares which the
prospective Placee wishes to subscribe for at the Issue Price. Bids may be
scaled down by Berenberg on the basis referred to in paragraphs 8 and 9 below.

6.         A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and, except with the consent of
Berenberg, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to the Company
and Berenberg. Each Placee will also have an immediate, separate, irrevocable
and binding obligation, owed to Berenberg, to pay to Berenberg (or as
Berenberg may direct) as agent for the Company in cleared funds an amount
equal to the product of the Issue Price and the number of Placing Shares that
such Placee has agreed to subscribe for and the Company has agreed to allot
and issue to that Placee.

7.         The Bookbuild will open with immediate effect and is
expected to close as soon as practicably possible on 21 December 2023.
However, the timing of the closing of the Bookbuild and allocations are at the
absolute discretion of the Company and Berenberg. Berenberg may, in agreement
with the Company, accept bids that are received after the Bookbuild has
closed.

8.         Each Placee's allocation will be determined by the Company
in consultation with Berenberg and will be confirmed to Placees orally by
Berenberg following the close of the Bookbuild, and a trade confirmation will
be dispatched as soon as possible thereafter. Berenberg's oral confirmation to
such Placee will constitute an irrevocable legally binding commitment upon
such person (who will at that point become a Placee) in favour of Berenberg
and the Company, under which such Placee agrees to subscribe for the number of
Placing Shares allocated to it and to pay the Issue Price for each such
Placing Shares on the terms and conditions set out in this Appendix and in
accordance with the Company's corporate documents.

9.         Berenberg will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation and pricing of
the Placing Shares. Subject to paragraphs 4 and 5 above, Berenberg may choose
to accept bids, either in whole or in part, on the basis of allocations
determined in agreement with the Company and may scale down any bids for this
purpose on such basis as they may determine. Berenberg may also,
notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of
the Company, (i) allocate Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (ii) allocate
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time. The acceptance of offers shall be at the absolute discretion
of Berenberg. The Company reserves the right (upon agreement with Berenberg)
to reduce or seek to increase the amount to be raised pursuant to the Placing.

10.       Except as required by law or regulation, no press release or
other announcement will be made by Berenberg or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee's prior written consent.

11.       Irrespective of the time at which a Placee's allocation(s)
pursuant to the Placing is/are confirmed, settlement for all Placing Shares to
be subscribed for pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and Settlement".

12.       All obligations under the Bookbuild and the Placing will be
subject to fulfilment or (where applicable) waiver of the conditions referred
to below under "Conditions of the Placing" and to the Placing not being
terminated on the basis referred to below under "Termination of the Placing
Agreement".

13.       By participating in the Bookbuild, each Placee agrees that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee after confirmation (oral or otherwise) by Berenberg.

14.       To the fullest extent permissible by law, none of the Company,
Berenberg, nor any of their respective Affiliates nor any of their respective
Representatives shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise). In
particular, none of the Company, Berenberg nor any of their respective
Affiliates nor any of their respective Representatives shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of Berenberg's conduct of the Bookbuild or of
such alternative method of effecting the Placing as Berenberg and its
respective Affiliates and the Company may agree.

Conditions of the Placing

The Placing is conditional upon, inter alia, upon approval by Shareholders of
the Resolutions and the Placing Agreement becoming unconditional and not
having been terminated in accordance with its terms. The obligations of
Berenberg under the Placing Agreement are conditional on certain conditions,
including, amongst other things:

1.         the Placing Terms having been executed and delivered by the
Company and Berenberg by no later than 5.00 p.m. on the date of this
Announcement;

2.         subject to the publication of the Placing Results
Announcement, the Company having published an announcement relating to the
launch of the Open Offer by no later than 7.00 a.m. on 22 December 2023 and
the despatch by the Company of the Circular as soon as reasonably practicable
and in any event before 5.00 p.m. 22 December 2023;

3.         the passing of the Resolutions (without amendment) at the
Special Meeting (and not, except with the written agreement of Berenberg, at
any adjournment of such meeting);

4.         the Company having complied with its obligations or
undertakings under the Placing Agreement or the terms and conditions set out
in this Announcement which fall to be performed or satisfied prior to
Admission;

5.         the representations and warranties contained in the Placing
Agreement being true, accurate and not misleading on and as at each of the
dates that they are given, in each case, as though they had been given and
made on the relevant date by reference to the facts and circumstances then
subsisting;

6.         no matter having arisen in respect of which indemnification
or contribution may be sought from the Company by Berenberg or other
indemnified person pursuant to the Placing Agreement;

7.         in the opinion of Berenberg (acting in good faith), there
not having been any Material Adverse Change (whether or not foreseeable at the
date of the Placing Agreement);

8.         the Subscription Agreement and the Private Placement
Agreement, inter alia, remaining in full force and effect and no event
occurring which may constitute a breach of the Subscription Agreement or the
Private Placement Agreement;

9.         certain customary documents having been delivered; and

10.       Admission taking place by no later than 8.00 a.m. on the
Closing Date (or such later time and/or date as the Company and Berenberg may
agree in writing, not being later than 31 January 2024).

(all conditions included in the Placing Agreement being together, the
"Conditions").

Berenberg may, in its absolute discretion and upon such terms as it thinks
fit, waive fulfilment or agree an extension in time for their satisfaction, in
whole or in part, of any or all of the Conditions, other than that relating
to, inter alia, Admission (to the extent permitted by law or regulations), by
giving notice in writing to the Company. Any such waiver or extension will not
affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or, where permitted, waived or
extended by Berenberg in accordance with the Placing Agreement; or (ii) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placees' rights and obligations hereunder in
relation to the Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the Placee (or any
person on whose behalf the Placing is acting) in respect thereof.

None of the Company, Berenberg nor any of their respective Affiliates or their
respective Representatives shall have any liability or responsibility to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision it or another person may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any Condition nor for any decision it may make as to the satisfaction of
any Condition or in respect of the Placing generally and by participating in
the Placing each Placee agrees that any such decision is within the absolute
discretion of Berenberg. Placees will have no rights against Berenberg, the
Company or any of their respective Affiliates or their respective
Representatives under the Placing Agreement pursuant to the Contracts (Rights
of Third Parties) Act 1999 (as amended) or otherwise.

By participating in the Bookbuild, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under "Termination of the Placing Agreement" below, and will not be capable of
rescission or termination by the Placee.

Termination of the Placing Agreement

Berenberg may, in its absolute discretion, terminate the Placing Agreement in
accordance with its terms in certain circumstances, including, amongst others,
if, at any time prior to Admission:

1.         any statement in any document or announcement issued or
published by or on behalf of the Company in connection with the Placing or the
Open Offer is or has been discovered to be untrue, incorrect or misleading in
any respect, or any matter has arisen which would, if such document had been
issued at that time, constitute an inaccuracy or omission therefrom;

2.         there has been an alleged breach or breach by the Company
of any of the warranties, undertakings or any other provision of the Placing
Agreement;

3.         there has been a breach of any provision of the
Subscription Agreement or the Private Placement Agreement or a waiver of any
condition thereto;

4.         an event has occurred or matter has arisen on or after the
date of the Placing Agreement and before Admission which would have rendered
any of the warranties given pursuant to the Placing Agreement untrue,
inaccurate or misleading in any respect;

5.         in the opinion of Berenberg (acting in good faith) there
has been a Material Adverse Change (whether or not foreseeable at the date of
the Placing Agreement);

6.         there has occurred, or in the opinion of Berenberg (acting
in good faith) it is reasonably likely that there will occur:

(a)        any material adverse change in the financial markets in the
United States, the United Kingdom or in any member or associate member of the
European Union or the international financial markets, any outbreak or
escalation of hostilities, war, act of terrorism, declaration of emergency or
martial law or other calamity or crisis or event or any change or development
involving a prospective change in national or international political,
financial, economic, monetary or market conditions or currency exchange rates
or controls, whether or not foreseeable at the date of this Agreement; or

(b)        suspension of, or occurrence of material limitations to
trading in any securities of the Company by the London Stock Exchange or any
exchange or over the counter market, or of trading generally on the London
Stock Exchange, or minimum or maximum prices for trading having been fixed, or
maximum ranges for prices of securities having been required, by any of said
exchanges or by order of any governmental authority, or a material disruption
in commercial banking or securities settlement or clearance services in the
United States or in Europe; or

(c)        a declaration of a banking moratorium by the United States,
the United Kingdom or any member or associate member of the European Union; or

such as to make it in the judgment of Berenberg (acting in good faith)
(following consultation with the Company if reasonably practicable in the
circumstance) impracticable or inadvisable to proceed with the Placing or the
Open Offer or the delivery of the Shares pursuant to the Placing Agreement; or

7.         there has occurred or, in the opinion of Berenberg (acting
in good faith), it is reasonably likely that there will occur, any other event
either singly or in conjunction with any other event referred to in paragraph
6 above such as to make it in the judgment of Berenberg (acting in good faith)
impracticable or inadvisable to proceed with the Placing or the Open Offer or
the delivery of the Shares pursuant to the Placing Agreement; or

8.         the application for Admission is refused by the London
Stock Exchange or, in the opinion of Berenberg (acting in good faith), and
after consultation where practicable with the Company, will not be granted.

If the Placing Agreement is terminated by Berenberg in accordance with its
terms, the rights and obligations of each Placee in respect of the Placing as
described in this Announcement shall cease and terminate at such time and no
claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and
Berenberg that the exercise or non-exercise by Berenberg of any right of
termination or other right or other discretion under the Placing Agreement
shall be within the absolute discretion of Berenberg or for agreement between
the Company and Berenberg (as the case may be) and that neither the Company
nor Berenberg need make any reference to, or consult with, Placees and that
none of the Company, Berenberg nor any of their respective Affiliates or
respective Representatives shall have any liability to Placees whatsoever in
connection with any such exercise or failure to so exercise or otherwise.

No prospectus

No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA in
relation to the Placing or Admission and no such prospectus is required (in
accordance with the UK Prospectus Regulation) to be published in the United
Kingdom or any equivalent jurisdiction.

Placees' commitments will be made solely on the basis of publicly available
information taken together with the information contained in this
Announcement, the Placing Results Announcement and any Exchange Information
(as defined below) previously published by or on behalf of the Company
simultaneously with or prior to the date of this Announcement and subject to
the further terms set forth in the electronic contract note and/or electronic
trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting its allocation in the Placing, agrees that the
content of this Announcement and the publicly available information previously
and simultaneously released by or on behalf of the Company is exclusively the
responsibility of the Company and has not been independently verified by
Berenberg. Each Placee, by accepting its allocation in the Placing, further
confirms to the Company and Berenberg that it has neither received nor relied
on any other information, representation, warranty or statement made by or on
behalf of the Company (other than publicly available information) or Berenberg
or their respective Affiliates or any other person and neither Berenberg, the
Company nor any of their respective Affiliates nor any other person will be
liable for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement which the Placees may
have obtained or received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on behalf of any
such persons). By participating in the Placing, each Placee acknowledges and
agrees that it has relied on its own investigation of the business, financial
or other position of the Company. Nothing in this paragraph shall exclude or
limit the liability of any person for fraudulent misrepresentation by that
person.

Lock-up

The Company has undertaken to Berenberg that, between the date of the Placing
Agreement and the date which is 180 calendar days after the Closing Date, it
will not, without the prior written consent of Berenberg, enter into certain
transactions involving or relating to the Shares, subject to certain customary
carve-outs agreed between Berenberg and the Company.

By participating in the Placing, Placees agree that the exercise by Berenberg
of any power to grant consent to waive the aforementioned undertaking by the
Company shall be within the absolute discretion of Berenberg and that it need
not make any reference to, or consult with, Placees and that they shall have
no liability to Placees whatsoever in connection with any such exercise of the
power to grant consent.

Registration and settlement

Settlement of transactions in the Placing Shares (represented by the
Depositary Interests) (ISIN: USU8884H1371 with the marker "REG S Cat 3")
following Admission will take place within the CREST system, subject to
certain exceptions. The Company and Berenberg reserve the right to require
settlement for, and delivery of, the Placing Shares to Placees by such other
means that they deem necessary, including in certificated form, if delivery or
settlement is not possible or practicable within the CREST system within the
timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with Berenberg or
otherwise as Berenberg may direct.

The Company will deliver the Depositary Interests representing the Placing
Shares to a CREST account operated by Berenberg as agent for and on behalf of
the Company and Berenberg will enter its delivery (DEL) instruction into the
CREST system. Berenberg will hold any Depositary Interests representing the
Placing Shares delivered to this account as nominee for the Placees. The input
to CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant Depositary Interests representing the Placing Shares
to that Placee against payment.

It is expected that settlement will be on 19 January 2024 and on a delivery
versus payment basis in accordance with the instructions given to Berenberg.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
SONIA as determined by Berenberg.

Each Placee agrees that, if it does not comply with these obligations,
Berenberg may sell any or all of the Placing Shares allocated to that Placee
on such Placee's behalf and retain from the proceeds, for its own account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and shall be required to bear
any stamp duty, stamp duty reserve tax or other stamp, securities, transfer,
registration, execution, documentary or other similar impost, duty or tax
(together with any interest, fines or penalties) which may arise upon the sale
of such Placing Shares on such Placee's behalf. By communicating a bid for
Placing Shares, each Placee confers on Berenberg all such authorities and
powers necessary to carry out any such transaction and agrees to ratify and
confirm all actions which Berenberg lawfully takes on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note and/or
electronic trade confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Placing Shares are
registered in a Placee's name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a nominee for such
person, such Placing Shares should, subject as provided below, be so
registered free from any liability to UK stamp duty or UK stamp duty reserve
tax. If there are any circumstances in which any other stamp duty or stamp
duty reserve tax (and/or any interest, fines or penalties relating thereto) is
payable in respect of the allocation, allotment, issue or delivery of the
Placing Shares (or for the avoidance of doubt if any stamp duty or stamp duty
reserve tax is payable in connection with any subsequent transfer of or
agreement to transfer Placing Shares), neither Berenberg nor the Company shall
be responsible for the payment thereof.

CREST: Regulation S Category 3 Settlement

The Placing Shares have not been, and will not be, registered under the
Securities Act or under any securities laws of any state or other jurisdiction
of the United States. The Placing Shares are being offered only outside the
United States in "offshore transactions" to non-US Persons as defined in and
pursuant to Regulation S. The Placing Shares will be subject to the conditions
listed under Section 903(b)(3), or Category 3, of Regulation S. The Placing
Shares are "restricted securities" as defined in Rule 144 under the Securities
Act. Purchasers of the Placing Shares may not offer, sell, pledge or otherwise
transfer Placing Shares, directly or indirectly, in or into the United States
or to, or for the account or benefit of, any US Person, except pursuant to a
transaction meeting the requirements of Rules 901 to 905 (including the
Preliminary Notes) of Regulation S, pursuant to an effective registration
statement under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act.

Each subscriber for Placing Shares, by subscribing for such Placing Shares,
agrees to reoffer or resell the Shares only pursuant to registration under the
Securities Act or in accordance with the provisions of Regulation S or
pursuant to another available exemption from registration, and agrees not to
engage in hedging transactions with regard to such securities unless in
compliance with the Securities Act. The above restrictions severely restrict
purchasers of Placing Shares from reselling the Placing Shares in the United
States or to a US Person. These restrictions may remain in place or be
reintroduced following the expiry of the one-year Distribution Compliance
Period in relation to the Placing Shares, at the discretion of the Company,
for example in the event the Company subsequently issues additional Shares
under the same ISIN as the Placing Shares. Upon the expiration of the
Distribution Compliance Period, the Company may choose to merge the Placing
Shares into its existing unrestricted line of Shares.

Once the Placing Shares are admitted to trading on AIM, the Placing Shares
will trade in the Company's restricted line of Common Stock under the symbol
TBLS or such symbol to be later confirmed via RNS, and the Placing Shares
(represented by the Depository Interests) subscribed for and held by
non-Affiliates of the Company will be held in the CREST system and will be
segregated into a separate trading system within CREST identified with the
marker "REG S Cat 3". The "REG S Cat 3" marker indicates that the Shares held
in the CREST system will also bear a legend setting out certain transfer
restrictions and other information, including that: (i) transfers of the
Shares are prohibited except in accordance with the provisions of Regulation
S, pursuant to registration under the Securities Act or in a transaction not
subject to the registration requirements of the Securities Act; and (ii)
hedging transactions involving the Shares may not be conducted unless in
compliance with the Securities Act.

Representations, warranties and certifications must be made through the CREST
system by those selling or acquiring the Shares with the "REG S Cat 3" marker.
If such representations, warranties and certifications cannot be made or are
not made, settlement through CREST will be rejected. Furthermore, Placing
Shares held by US Persons and Affiliates of the Company shall be held in
certificated form and accordingly settlement shall not be permitted via CREST
until such time as the relevant restrictions are no longer applicable.
Affiliates of the Company at the time of the Placing, or investors that become
Affiliates at any time after the Placing, should seek independent US legal
counsel prior to selling or transferring any Shares.

Representations and warranties

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (as the case may be) with Berenberg (in its capacity as
sole bookrunner and as placing agent of the Company in respect of the Placing)
and the Company, in each case as a fundamental term of its application for
Placing Shares, that:

1.         it has read and understood this Announcement (including
this Appendix), in its entirety and that its participation in the Bookbuild
and the Placing and its subscription for Placing Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements made at any
time by any person in connection with Admission, the Bookbuild, the Placing,
the Company, the Placing Shares or otherwise;

2.         no offering document, prospectus, offering memorandum or
admission document has been or will be prepared in connection with the Placing
or is required under the EU Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus, offering
memorandum, admission document or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;

3.         (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or prior to
the date of this Announcement; (ii) the Shares are admitted to trading on AIM
and that the Company is therefore required to publish certain business and
financial information in accordance with the Market Abuse Regulation and the
AIM Rules (collectively and together with the information referred to in (i)
above, the "Exchange Information") which includes a description of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years, and that
it has reviewed such Exchange Information and that it is able to obtain or
access such information, or comparable information concerning any other
publicly traded company, in each case without undue difficulty; and (iii) it
has had access to such financial and other information concerning the Company,
the Placing and the Placing Shares as it has deemed necessary in connection
with its own investment decision to subscribe for any of the Placing Shares
and has satisfied itself that the information is still current and has relied
on that investigation for the purposes of its decision to participate in the
Placing;

4.         neither Berenberg, nor the Company nor any of their
respective Affiliates or their respective Representatives nor any person
acting on behalf of any of them has provided, and none of them will provide,
it with any material or information regarding the Placing Shares, the
Bookbuild, the Placing or the Company or any other person other than this
Announcement, nor has it requested Berenberg, the Company, any of their
respective Affiliates or Representatives or any person acting on behalf of any
of them to provide it with any such material or information;

5.         unless otherwise specifically agreed with Berenberg, it
and/or the person on behalf it is participating is not, and at the time the
Placing Shares are subscribed for, neither it nor the beneficial owner of the
Placing Shares will be, a resident of a Restricted Territory or any other
jurisdiction in which it is unlawful to make or accept an offer to acquire the
Placing Shares;

6.         the Placing Shares have not been and will not be registered
or otherwise qualified, for offer and sale nor will an offering document,
prospectus, offering memorandum or admission document be cleared or approved
in respect of any of the Placing Shares under the securities legislation of
any Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or indirectly,
in or into those jurisdictions or in any country or jurisdiction where any
such action for that purpose is required;

7.         the content of this Announcement has been prepared by and
is exclusively the responsibility of the Company and that neither Berenberg
nor any of its respective Affiliates or its or their Representatives nor any
person acting on behalf of any of them has or shall have any responsibility or
liability for any information, representation or statement contained in this
Announcement or any information previously or simultaneously published by or
on behalf of the Company, including, without limitation, any Exchange
Information, and will not be liable for any Placee's decision to participate
in the Placing based on any information, representation or statement contained
in this Announcement or any information previously or simultaneously published
by or on behalf of the Company or otherwise;

8.         the only information on which it is entitled to rely and on
which such Placee has relied in committing itself to subscribe for the Placing
Shares is contained in this Announcement and any Exchange Information, it
received and reviewed all information that it believes is necessary or
appropriate to make an investment decision in respect of the Placing Shares,
and that it has neither received nor relied on any other information given or
investigations, representations, warranties or statements made by Berenberg or
the Company or any of their respective Affiliates or their respective
Representatives or any person acting on behalf of any of them and neither
Berenberg nor the Company nor any of their respective Affiliates or
Representatives will be liable for any Placee's decision to accept an
invitation to participate in the Placing based on any other information,
representation, warranty or statement;

9.         it has relied on its own investigation, examination and due
diligence of the business, financial or other position of the Company in
deciding to participate in the Placing and neither Berenberg  nor any of its
Affiliates or its Representatives nor any person acting on behalf of any of
them have made any representations to it, express or implied, with respect to
the Company, the Bookbuild, the Placing and the Placing Shares or the truth,
accuracy, completeness or adequacy of the Exchange Information, and each of
them expressly disclaims any liability in respect thereof; and it will not
hold Berenberg or any of its Affiliates or its Representatives or any person
acting on behalf of Berenberg responsible or liable for any misstatements in
or omission from any Exchange Information. Nothing in this paragraph or
otherwise in this Announcement excludes the liability of any person for
fraudulent misrepresentation made by that person;

10.       it has not relied on any information relating to the Company
contained in any research reports prepared by Berenberg, any of its Affiliates
or any person acting on its behalf and understands that (i) neither Berenberg
nor any of its Affiliates nor any person acting on its behalf has or shall
have any responsibility or liability for (x) public information or any
representation; or (y) any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and (ii) neither Berenberg nor any of its
Affiliates nor any person acting on its behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of this
Announcement or otherwise;

11.       (i) the allocation, allotment, issue and delivery to it, or
the person specified by it for registration as holder of Placing Shares will
not give rise to a liability under any of sections 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services); (ii) it is not
participating in the Placing as nominee or agent for any person to whom the
allocation, allotment, issue or delivery of the Placing Shares would give rise
to such a liability; and (iii) the Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to issue or
transfer Placing Shares into a clearance service;

12.       no action has been or will be taken by the Company, Berenberg
or any person acting on behalf of the Company or Berenberg that would, or is
intended to, permit a public offer of the Placing Shares in the United States
or in any country or jurisdiction where any such action for that purpose is
required;

13.       (i) it (and any person acting on its behalf) is entitled to
subscribe for the Placing Shares under the laws of all relevant jurisdictions
which apply to it; (ii) it has paid or will pay any issue, transfer or other
taxes due in connection with its participation in any territory; (iii) it has
fully observed such laws and obtained all such governmental and other
guarantees, permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities; (iv) it has
not taken any action or omitted to take any action which will or may result in
Berenberg, the Company or any of their respective Affiliates or
Representatives acting in breach of the legal or regulatory requirements of
any jurisdiction in connection with the Placing; and (v) the subscription for
the Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;

14.       it (and any person acting on its behalf) has all necessary
capacity and has obtained all necessary consents and authorities to enable it
to commit to its participation in the Placing and to perform its obligations
in relation thereto (including, without limitation, in the case of any person
on whose behalf it is acting, all necessary consents and authorities to agree
to the terms set out or referred to in this Announcement) and will honour such
obligations;

15.       it has complied with its obligations under the Criminal
Justice Act 1993, the Market Abuse Regulation, any delegating acts,
implementing acts, technical standards and guidelines, and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002,
the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the
Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 and any related or similar
rules, regulations or guidelines issued, administered or enforced by any
government agency having jurisdiction in respect thereof (together the
"Regulations") and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations. If within a
reasonable time after a request for verification of identity, Berenberg has
not received such satisfactory evidence, Berenberg may, in its absolute
discretion, terminate the Placee's Placing participation in which event all
funds delivered by the Placee to Berenberg will be returned without interest
to the account of the drawee bank or CREST account from which they were
originally debited;

16.       it is acting as principal only in respect of the Placing or,
if it is acting for any other person: (i) it is duly authorised to do so and
has full power to make, and does make, the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person; and (ii) it is and will remain liable to Berenberg and the
Company for the performance of all its obligations as a Placee in respect of
the Placing (regardless of the fact that it is acting for another person).
Each Placee agrees that the provisions of this paragraph shall survive the
resale of the Placing Shares by or on behalf of any person for whom it is
acting;

17.       it undertakes that it will (as principal or agent) subscribe
for, hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;

18.       it understands that any investment or investment activity to
which this Announcement relates is available only to Qualified Investors in a
member state of the EEA and Relevant Persons in the United Kingdom and will be
engaged in only with Qualified Investors in a member state of the EEA and
Relevant Persons in the United Kingdom, and further understands that this
Announcement must not be acted on or relied on by persons who are not
Qualified Investors in a member state of the EEA or Relevant Persons in the
United Kingdom;

19.       if in a member state of the EEA, it is a Qualified Investor;

20.       if in the United Kingdom, it is a Relevant Person;

21.       in the case of any Placing Shares subscribed for by it as a
financial intermediary, as that term is used in Article 5(1) of the EU
Prospectus Regulation or Article 5(1) of the UK Prospectus Regulation, (i) the
Placing Shares subscribed for by it in the Placing will not be subscribed for
on a non-discretionary basis on behalf of, nor will they be subscribed for
with a view to their offer or resale, to persons in a member state of the EEA
other than Qualified Investors, or persons in the United Kingdom other than
Relevant Persons, or in circumstances in which the prior consent of Berenberg
have been given to each such proposed offer or resale; or (ii) where the
Placing Shares have been subscribed for by it on behalf of persons in any
member state of the EEA other than Qualified Investors, or in the United
Kingdom other than Relevant Persons, the offer of those Placing Shares to it
is not treated under the EU Prospectus Regulation or the UK Prospectus
Regulation (as applicable) as having been made to such persons;

22.       it is and, at the time the Placing Shares are acquired, will
be located outside the United States and (i) is subscribing for Placing Shares
are purchasing the Placing Shares in an "offshore transaction" as defined in,
and in accordance with, Regulation S; (ii) is aware of the restrictions on the
offer and sale of the Placing Shares pursuant to Regulation S; and (iii) the
Placing Shares have not been offered to it by means of any "directed selling
efforts" as defined in Regulation S;

23.       it will not engage in hedging transactions, directly or
indirectly with regard to the Placing Shares unless in compliance with the
Securities Act;

24.       it will not distribute, forward, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the Placing (including electronic copies thereof),
in or into any Restricted Territory to any person and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;

25.       where it is subscribing for the Placing Shares for one or more
managed accounts, it is authorised in writing by each managed account to
subscribe for the Placing Shares for each managed account and it has full
power to make, and does make, the acknowledgements, representations and
agreements herein on behalf of each such account;

26.       if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;

27.       it has not offered or sold and, prior to the expiry of a
period of six months from Admission, will not offer or sell any Placing Shares
to persons in the United Kingdom, except to persons whose ordinary activities
involve them acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business or otherwise in
circumstances which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of section 85(1) of the
FSMA;

28.       any offer of Placing Shares may only be directed at persons in
member states of the EEA who are Qualified Investors and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the EEA prior to Admission except to Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;

29.       it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the FSMA)
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person;

30.       it has complied and will comply with all applicable laws
(including, in the United Kingdom, all relevant provisions of the FSMA and the
Financial Services Act 2012) with respect to anything done by it in relation
to the Placing Shares;

31.       if it has received any "inside information" as defined in the
Market Abuse Regulation about the Company in advance of the Placing, it has
not: (i) dealt in the securities of the Company; (ii) encouraged or required
another person to deal in the securities of the Company; or (iii) disclosed
such information to any person except as permitted by the Market Abuse
Regulation, prior to the information being made publicly available;

32.       (i) it (and any person acting on its behalf) has the funds
available to pay for the Placing Shares it has agreed to subscribe for and it
(and any person acting on its behalf) will make payment for the Placing Shares
allocated to it in accordance with this Announcement on the due time and date
set out herein against delivery of such Placing Shares to it, failing which
the relevant Placing Shares may be placed with other persons or sold as
Berenberg may in its discretion determine and without liability to such
Placee. It will, however, remain liable for any shortfall below the net
proceeds of such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax (together with
any interest, fines or penalties) due pursuant to the terms set out or
referred to in this Announcement which may arise upon the sale of such
Placee's Placing Shares on its behalf;

33.       its allocation (if any) of Placing Shares will represent a
maximum number of Placing Shares to which it will be entitled, and required,
to acquire, and that Berenberg or the Company may call upon it to acquire a
lower number of Placing Shares (if any), but in no event in aggregate more
than the aforementioned maximum;

34.       neither Berenberg nor any of its Affiliates or its
Representatives nor any person acting on behalf of any of them, is making any
recommendations to it or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and
participation in the Placing is on the basis that it is not and will not be a
client of Berenberg and Berenberg does not have any duties or responsibilities
to it for providing the protections afforded to its clients or customers or
for providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement nor for the exercise or performance of any of Berenberg's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;

35.       the exercise by Berenberg of any right or discretion under the
Placing Agreement shall be within the absolute discretion of Berenberg and the
Berenberg need not have any reference to any Placee and shall have no
liability to any Placee whatsoever in connection with any decision to exercise
or not to exercise any such right and each Placee agrees that it has no rights
against Berenberg, the Company or any of their respective Affiliates under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise;

36.       the person whom it specifies for registration as holder of the
Placing Shares will be (i) itself; or (ii) its nominee, as the case may be.
Neither Berenberg, nor the Company nor any of their respective Affiliates will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar duties or taxes (together with any interest, fines or penalties)
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company,
Berenberg and their respective Affiliates and Representatives in respect of
the same on an after-tax basis on the basis that the Placing Shares will be
allotted to the CREST stock account of Berenberg who will hold them as nominee
on behalf of such Placee until settlement in accordance with its standing
settlement instructions;

37.       these terms and conditions and any agreements entered into by
it pursuant to these terms and conditions (including any non-contractual
obligations arising out of or in connection with such agreements) shall be
governed by and construed in accordance with the laws of England and Wales and
it submits (on behalf of itself and on behalf of any person on whose behalf it
is acting) to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except that
enforcement proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may be taken by
Berenberg or the Company in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on a
recognised stock exchange;

38.       each of Berenberg, the Company and their respective Affiliates
and others will rely upon the truth and accuracy of the representations,
warranties, agreements, undertakings and acknowledgements set forth herein and
which are given to Berenberg on its own behalf and on behalf of the Company
and are irrevocable and it irrevocably authorises Berenberg and the Company to
produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein;

39.       it will indemnify on an after-tax-basis and hold the Company,
Berenberg and their respective Affiliates and Representatives and any person
acting on behalf of any of them harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of,
directly or indirectly, or in connection with any breach by it of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing;

40.       it irrevocably appoints any director or authorised signatory
of Berenberg as its agent for the purposes of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing;

41.       its commitment to acquire Placing Shares on the terms set out
herein and in any contract note will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or Berenberg's conduct of the Placing;

42.       in making any decision to subscribe for the Placing Shares:
(i) it has sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares; (ii) it is experienced
in investing in securities of a similar nature to the Shares and in the sector
in which the Company operates and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is able to
sustain a complete loss in connection with, the Placing and has no need for
liquidity with respect to its investment in the Placing Shares; (iii) it has
relied solely on its own investigation, examination, due diligence and
analysis of the Company and its Affiliates taken as a whole, including the
markets in which the Group operates, and the terms of the Placing, including
the merits and risks involved, and not upon any view expressed or information
provided by or on behalf of Berenberg; (iv) it has had sufficient time and
access to information to consider and conduct its own investigation with
respect to the offer and purchase of the Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and financial
considerations relevant to such investment and has so conducted its own
investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to the Company, Berenberg or any of their respective Affiliates or their
respective Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;

43.       neither the Company nor Berenberg owes any fiduciary or other
duties to it or any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement or these terms and
conditions;

44.       may not rely on any investigation that Berenberg or any person
acting on its behalf may or may not have conducted with respect to the Company
and its Affiliates or the Placing and none of such persons has made any
representation or warranty to it, express or implied, with respect to the
suitability or merits of the Placing, the subscription for or purchase of the
Placing Shares, or as to the condition, financial or otherwise, of the Company
and its Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation to it to
acquire the Placing Shares. It acknowledges and agrees that no information has
been prepared by, or is the responsibility of, Berenberg for the purposes of
this Placing;

45.       in connection with the Placing, Berenberg and any of its
Affiliates acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its own account
such shares in the Company and any securities of the Company or related
investments and may offer or sell such securities or other investments
otherwise than in connection with the Placing. Accordingly, references in this
Announcement to Placing Shares being issued, offered or placed should be read
as including any issue, offering or placement of such shares in the Company to
Berenberg or any of its Affiliates acting in such capacity. In addition,
Berenberg or any of its Affiliates may enter into financing arrangements and
swaps with investors in connection with which Berenberg or any of its
Affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Placing Shares. Neither Berenberg nor any of its
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so; and

46.       a communication that the Placing or the book is "covered"
(i.e. indicated demand from investors in the book equals or exceeds the amount
of the securities being offered) is not any indication or assurance that the
book will remain covered or that the Placing and securities will be fully
distributed by Berenberg. Berenberg reserves the right to take up a portion of
the securities in the Placing as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's objectives,
UK MiFID II requirements and/or its allocation policies.

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of each of the Company
and Berenberg (for their own benefit and, where relevant, the benefit of their
respective Affiliates and any person acting on their behalf) and are
irrevocable.

The agreement to allot and issue Placing Shares to Placees (or the persons for
whom Placees are contracting as nominee or agent) free of UK stamp duty and UK
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placing Shares in question. Neither the Company nor Berenberg will be
responsible for any UK stamp duty or UK stamp duty reserve tax (including any
interest, fines and penalties relating thereto) arising in relation to the
Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
Placing Shares are not being acquired in connection with arrangements to issue
depositary receipts or to issue or transfer the Placing Shares into a
clearance service. Neither the Company nor Berenberg are liable to bear any
stamp duty or stamp duty reserve tax or any other similar duties or taxes
(including, without limitation, other stamp, issue, securities, transfer,
registration, capital, or documentary duties or taxes) ("transfer taxes") that
arise (i) if there are any such arrangements (or if any such arrangements
arise subsequent to the acquisition by Placees of Placing Shares) or (ii) on a
sale of Placing Shares, or (iii) otherwise than under the laws of the United
Kingdom. Each Placee to whom (or on behalf of whom, or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold Berenberg and/or the
Company and their respective Affiliates (as the case may be) harmless from any
such transfer taxes, and all interest, fines or penalties in relation to such
transfer taxes. Each Placee should, therefore, take its own advice as to
whether any such transfer tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, Berenberg or their respective Affiliates or their or their
Representatives pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so payable
shall be increased so as to ensure that after taking into account any tax
chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.

Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that Berenberg and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that Berenberg is receiving a
fee in connection with its role in respect of the Placing as detailed in the
Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with
Berenberg, any money held in an account with Berenberg on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Berenberg 's money in accordance with the client
money rules and will be used by the Berenberg in the course of its own
business; and the Placee will rank only as a general creditor of Berenberg.

Time is of the essence as regards each Placee's obligations under this
Appendix.

Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to
Berenberg.

The rights and remedies of Berenberg and the Company under the terms and
conditions set out in this Appendix are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose, in writing or orally to Berenberg: (a)
if they are an individual, their nationality; or (ii) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.

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 and persons
needing advice should consult an independent financial adviser.

All times and dates in this Announcement may be subject to amendment.
Berenberg shall notify the Placees and any person acting on behalf of the
Placees of any changes.

APPENDIX 3

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context otherwise requires:

 "Admission"                                     means admission of the Offer Shares to trading on AIM becoming effective in
                                                 accordance with the AIM Rules;
 "Affiliate"                                     has the meaning given in Rule 501(b) of Regulation D under the Securities Act
                                                 or Rule 405 under the Securities Act, as applicable and, in the case of the
                                                 Company, includes its subsidiary undertakings;
 "AIM"                                           means the market of that name operated by the London Stock Exchange;
 "AIM Rules"                                     means the AIM Rules for Companies published by the London Stock Exchange from
                                                 time to time;
 "Announcement"                                  means this announcement (including its Appendices);
 "Atari"                                         means Atari, SA
 "Berenberg"                                     means Joh. Berenberg, Gossler & Co. KG, London Branch;
 "Board"                                         means the board of directors of the Company;
 "Bookbuild"                                     means the bookbuilding process to be commenced by Berenberg immediately
                                                 following release of this Announcement to use reasonable endeavours to procure
                                                 Placees for the Placing Shares, as described in this Announcement and subject
                                                 to the terms and conditions set out in this Announcement and the Placing
                                                 Agreement;
 "Circular"                                      means the circular of the Company giving (amongst other things) details of the
                                                 Offer and incorporating the Notice of Special Meeting, which is expected to be
                                                 dispatched on or around 22 December 2023;
 "Closing Date"                                  means the day on which the transactions effected in connection with the
                                                 Placing will be settled;
 "Company"                                       means tinyBuild, Inc.;
 "CREST"                                         means the relevant system (as defined in the Uncertificated Securities
                                                 Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
                                                 Operator (as defined in such Regulations) in accordance with which securities
                                                 may be held and transferred in uncertificated form;
 "Depositary"                                    means Link Market Services Trustees Limited in its capacity as issuer of the
                                                 Depositary Interests;
 "Depositary Interests"                          means the dematerialised depositary interests representing underlying Shares
                                                 that can be settled electronically through and held in CREST issued or to be
                                                 issued by the Depositary;
 "Distribution Compliance Period"                means the period during which the Placing Shares are subject to the conditions
                                                 listed under Section 903(b)(3) of Regulation S, or such longer period as may
                                                 be required under applicable law, being until at least the expiry of one year
                                                 after the later of (i) the time when the Placing Shares are first offered to
                                                 persons other than distributors in reliance upon Regulation S and (ii) the
                                                 date of closing of the Placing;
 "Euroclear"                                     means Euroclear UK & Ireland Limited, a company incorporated under the
                                                 laws of England and Wales;
 "EU Prospectus Regulation"                      means Regulation (EU) 2017/1129;
 "EUWA"                                          means the European Union (Withdrawal) Act 2018, as amended;
 "FCA"                                           means the Financial Conduct Authority;
 "FSMA"                                          means the Financial Services and Markets Act 2000 (as amended);
 "Group" or "tinyBuild"                          means the Company and its subsidiary undertakings;
 "Issue Price"                                   means 5 pence per Share at which the Offer Shares are to be subscribed;
 "London Stock Exchange"                         means London Stock Exchange plc;
 "Market Abuse Regulation"                       means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue
                                                 of the EUWA;
 "Material Adverse Change"                       means any material adverse change in, or any development reasonably likely to
                                                 give rise to or involving a material adverse change in, or affecting, the
                                                 condition (financial, operational, legal or otherwise) or the earnings,
                                                 management, business affairs, solvency, credit rating or prospects of the
                                                 Company, or of the Group (taken as a whole) whether or not arising in the
                                                 ordinary course of business;
 "Notice of Special Meeting"                     means the notice convening the Special Meeting to be set out in the Circular;
 "Offer Shares"                                  means together the Placing Shares, the Open Offer Shares, the Subscription
                                                 Shares and the Private Placement Shares;
 "Open Offer"                                    the conditional invitation to qualifying stockholders to apply to subscribe
                                                 for Open Offer Shares at the Issue Price on the terms and subject to the
                                                 conditions to be set out in the Circular;
 "Open Offer Shares"                             means the Shares to be subscribed by investors under the Open Offer;
 "Placee"                                        means any person (including individuals, funds or otherwise) by whom or on
                                                 whose behalf a commitment to acquire Placing Shares has been given;
 "Placing"                                       means the placing to take place by way of an accelerated bookbuild for which
                                                 Berenberg has been appointed as sole bookrunner;
 "Placing Agreement"                             has the meaning given to it in Appendix 2 to this Announcement;
 "Placing Results Announcement"                  means the announcement published by the Company confirming the results of the
                                                 Placing on a Regulatory Information Service immediately following the
                                                 execution of the Placing Terms;
 "Placing Shares"                                means the new Shares to be subscribed by the Placees under the Placing;
 "Placing Terms"                                 has the meaning given to it in Appendix 2 to this Announcement;
 "PRA"                                           means the Prudential Regulation Authority;
 "Private Placement"                             means the private placement of the Private Placement Shares at the Issue Price
                                                 to Atari, SA pursuant to the Private Placement Agreement outside the Placing;
 "Private Placement Agreement"                   means the agreement entered into between Atari, SA and the Company in
                                                 connection with the Private Placement;
 "Private Placement Shares"                      means the 31,416,902 Shares to be subscribed for by Atari, SA pursuant to the
                                                 terms of the Private Placement Agreement;
 "Regulation S"                                  means Regulation S promulgated under the Securities Act;
 "Regulatory Information Service"                has the meaning given to it in the AIM Rules;
 "Representative"                                means in respect of any person, any of their respective Affiliates or any of
                                                 their respective agents, directors, officers or employees;
 "Resolutions"                                   means the resolutions set out in the Notice of Special Meeting to authorise
                                                 the issue of the Offer Shares in connection with the Placing, the Open Offer,
                                                 the Private Placement and the Subscription;
 "Restricted Territory"                          means Australia, South Africa, Canada, Japan, the United States or any
                                                 jurisdiction in which the release, publication or distribution of this
                                                 Announcement is unlawful;
 "Rule 144A"                                     means Rule 144A under the Securities Act;
 "Securities Act"                                means the U.S. Securities Act of 1933, as amended;
 "Shares"                                        means the common shares of US$0.001 each in the capital of the Company and any
                                                 securities or dematerialised interests representing such common shares,
                                                 including Depositary Interests;
 "Special Meeting"                               means the special meeting of the Company to be held at the offices of Goodwin
                                                 Procter (UK) LLP, 100 Cheapside, London EC2V 6DY, United Kingdom at 12 p.m.
                                                 noon on 18 January 2024;
 "Subscription"                                  means the subscription by Alex Nichiporchik for the Subscription Shares
                                                 pursuant to the terms of the Subscription Agreement;
 "Subscription Agreement"                        means the subscription agreement entered into by Alex Nichiporchik and the
                                                 Company in connection with the Subscription;
 "Subscription Shares"                           means the Shares to be subscribed for by Alex Nichiporchik pursuant to the
                                                 terms of the Subscription Agreement;
 "subsidiary" or "subsidiary undertaking"        each have the meaning given to that term in the Companies Act 2006;
 "UK MiFID II"                                   means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue
                                                 of the EUWA;
 "UK Prospectus Regulation"                      means the Regulation (EU) 2017/1129 as it forms part of UK domestic law by
                                                 virtue of the EUWA;
 "uncertificated" or "in uncertificated form"    means in respect of a share or other security, where that share or other
                                                 security is recorded on the relevant register of the share or security
                                                 concerned as being held in uncertificated form in CREST and title to which may
                                                 be transferred by means of CREST;
 "United Kingdom" or "UK"                        means the United Kingdom of Great Britain and Northern Ireland; and
 "United States" or "US"                         means the United States of America, its territories and possessions, any
                                                 state of the United States of America, the District of Columbia and all
                                                 other areas subject to its jurisdiction and any political sub-division
                                                 thereof.

Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the United Kingdom. All references to "US$", "$" or
"dollars" are to the lawful currency of the United States of America.

 

 

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