REG - tinyBuild, Inc. - Posting of Annual Report and Notice of AGM

tinyBuildAnnouncement

07/06/2023 07:15

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RNS Number : 8773B  tinyBuild, Inc.  07 June 2023

7 June 2023

tinyBuild, Inc

 

("tinyBuild" or the "Company")

 

Posting of Annual Report and Notice of AGM

 

tinyBuild, a premium video games publisher and developer with global
operations, is pleased to announce that the Company's Annual Report and
Financial Statements for the year ended 31 December 2022 ("Annual Report")
is now available to view on the Company's website
at: www.tinybuildinvestors.com (http://www.tinybuildinvestors.com/) .

 

The Company's Annual General Meeting ("AGM") is scheduled to be held
at Memery Crystal, 165 Fleet Street, London EC4A 2DY at 4pm on Tuesday 29
June 2023. The Company will post the notice of AGM shortly, together with
printed copies of the Annual Report to shareholders who requested hard copies.

 

The purpose of the Annual General Meeting is to consider and, if thought fit,
pass the following Resolutions, of which Resolutions 1 to 4 will be proposed
as Ordinary Resolutions and Resolutions 5 and 6 will be proposed as Special
Resolutions:

 

Resolution 1 - Adoption of the Annual Report and Consolidated Financial
Statements for the year ended 31 December 2022 ("Annual Report")

The Annual Report of the Company for the year ended 31 December 2022 was sent
to stockholders at the same time as this notice of AGM, and is available on
the Company's website:

www.tinybuildinvestors.com/documents-and-presentations

 

Resolution 2 - The re-appointment of Grant Thornton LLP as auditor to the
Company and authority for the Board to set the auditors' remuneration on an
advisory basis

The Company is required to appoint auditors at each AGM at which the accounts
are laid before the Company, to hold office until the conclusion of the next
such meeting. Grant Thornton LLP was appointed by the Board as independent
registered public accounting firm of the Company. The Audit Committee of the
Board (the "Audit Committee") has reviewed the independence, effectiveness and
objectivity of Grant Thornton LLP, on behalf of the Board, who now propose
their re-appointment as auditors of the Company. This Resolution 2 also
authorises the Board, in accordance with standard practice, to negotiate and
agree the remuneration of the auditors.

Although stockholder approval of this appointment is not required by law and
is not binding on the Company, if our stockholders do not ratify the
appointment of Grant Thornton LLP, the Audit Committee will consider the
failure to ratify the appointment when appointing an independent registered
public accounting firm for the following year. Even if our stockholders ratify
the appointment of Grant Thornton LLP, the Audit Committee may, in its sole
discretion, terminate such engagement and direct the appointment of another
independent registered public accounting firm at any time during the year,
although it has no current intention to do so.

 

Resolutions 3-4 - Re-election of Class III Directors

The Second Amended and Restated Bylaws of the Company state that at the annual
meeting, directors shall be elected as set forth in the Certificate of
Incorporation of the Company, (the "Certificate"). The Certificate requires
that the Board shall be classified, with respect to the term for which they
severally hold office, into three classes, designated Class I, Class II and
Class III, respectively. Each class shall consist, as nearly as possible, of
one-third of the total number of authorized Board. The initial Class II
Directors served for a term expiring at the annual meeting of stockholders
held in 2022 at which time they were re-elected, the initial Class III
Directors shall serve for a term expiring at the annual meeting of
stockholders to be held in 2023 and the initial Class I Directors shall serve
for a term expiring at the annual general meeting to be held in 2024.  The
Board recommend to the stockholders that these directors are elected.

The following directors are Class III Directors, who shall stand for
re-election at the AGM:

-      Alex Nichiporchik; and

-      Nick van Dyk.

Biographical details of all the directors standing for re-election as at the
date of this notice are set out in the appendix to the notice of AGM and
appear on the corporate information section of the Company's website.

 

Resolution 5 - Authority to allot Common Stock for the purpose of Capital
Investment and disapplication of pre-emption rights

The Board is seeking shareholder authorisation to execute non-pre-emptive
issues of equity securities to allow the Company to finance expansion
opportunities as and when they arise in connection with acquisitions or other
capital investments of a kind contemplated by the Pre-Emption Group's
Statement of Principles, as updated in November 2022 (each, a "Capital
Investment").

This Resolution 5 grants the Board authority, in accordance with Article IV,
Paragraph 3 of the Certificate, to non-pre-emptively issue New Securities (as
such term is defined in the Certificate) up to a maximum of 67,279,818 shares
of Common Stock (equal to 33% of the Company's issued and outstanding Common
Stock as at 6 June 2023 (excluding any treasury shares)) for the purposes of
(a) raising cash to fund, (b) financing (or refinancing, if the authority is
to be used within six months of the original transaction), and (c) exchanging
as consideration for a transaction the Board determines to be a Capital
Investment, subject to the following limitations:

(a)          a maximum of 20,387,823 shares of Common Stock may be
issued for the purposes of raising cash to fund Capital Investment(s). This
amount is equal to 10% of the Company's issued and outstanding Common Stock as
at 6 June 2023 (excluding any treasury shares); and

(b)          a maximum of 20,387,823 shares of Common Stock may be
issued for the purposes of obtaining financing for Capital Investment(s). This
amount is equal to 10% of the Company's issued and outstanding Common Stock as
at 6 June 2023 (excluding any treasury shares).

The Board does not have any present intention of exercising the authorities
conferred by this Resolution 5, but the Board considers it desirable that the
specified amount of authorised, but unissued share capital is available for
issue so that it can more readily take advantage of possible opportunities.

The authority given by this Resolution 5 will (unless previously renewed or
revoked) expire on the date that is the earliest of either (such date, the
"Expiration Date")

i)             the conclusion of the next AGM of the Company; and

ii)            31 October 2024.

 

Resolution 6 - The Acquisition of Shares by a Stockholder holding more than
30% of the Common Stock of the Company

In accordance with Delaware General Corporate Law and notwithstanding Article
XII, Section E, Paragraphs 1 and 2 of the Certificate, this Resolution 6
grants the approval of the future acquisition of additional shares by Alex
Nichiporchik, and/or persons acting in concert with Mr Nichiporchik ("Concert
Parties"), without incurring an obligation to extend an Offer to the holders
of all issued and outstanding capital stock of the Company in accordance with
Section E of Article XII, of up to 45% of the Company's Common Stock as of 29
June, 2023 for a period of two years, ending on 29 June 2025, in one or more
transactions. Neither Mr Nichiporchik nor any Concert Parties will be entitled
to vote on this Resolution 6.

Mr Nichiporchik and Concert Parties do not have a present intention to
purchase additional shares of Common Stock, as contemplated by this Resolution
6. However, the Board considers it in the best interests of the Company to
seek Stockholder approval prospectively so that Mr Nichiporchik and Concert
Parties may take advantage of opportunities to increase their holding of
Company Common Stock when and if such opportunities are presented.

 

Shareholders should note that Luke Burtis is no longer considered to be a
member of the concert party following the Company's announcement released at
7am today.

 

Action to be taken

tinyBuild Inc. is not sending out a Form of Proxy this year with this Notice
of Annual General Meeting. Stockholders are being encouraged to vote online by
logging on to www.signalshares.com and following the instructions given.

Stockholders can appoint a proxy by logging on to www.signalshares.com and
selecting the "Proxy Voting" link, lodging a proxy appointment by using the
CREST Proxy Voting Service or requesting a hard copy proxy form by contacting
our Registrars, Link Group, on 0371 664 0391 from the UK (Calls are charged at
the standard geographic rate and will vary by provider) or +44 371 664 0391
from outside the UK (calls chargeable at the applicable international rate)
and returning it to the address shown on the form.

If your holding of Common Stock is by way of dematerialised depository
interests representing underlying Common Stock ("Depository Interests"), you
can vote through the CREST system.

 

Board recommendation

The Board considers that the Resolutions are in the best interests of the
Company and its stockholders as a whole and are most likely to promote the
success of the Company. Accordingly, the Board unanimously recommends that
stockholders vote in favour of Resolutions 1 through 6 to be proposed at the
AGM.

 

 

For further information, please contact:

 

 tinyBuild, Inc                                              investorrelations@tinybuild.com
 Alex Nichiporchik - Chief Executive Officer and co-founder
 Antonio Jose Assenza - Chief Financial Officer
 Giasone (Jaz) Salati - Head of M&A and IR

 Berenberg (Nominated Adviser and Joint Broker)              +44 (0)20 3207 7800
 Mark Whitmore, Ciaran Walsh, Milo Bonser

 Numis (Joint Broker)                                        +44 (0)20 7260 1000
 Hugo Rubinstein, Tejas Padalkar

 SEC Newgate (Financial PR)                                  tinybuild@secnewgate.co.uk
 Robin Tozer, Harry Handyside, Molly Gretton                 +44 (0)7540 106366

 

 

 

 

About tinyBuild:

 

Founded in 2013, tinyBuild (AIM: TBLD) is a global video games publisher and
developer, with a catalogue of more than 70 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.

 

For further information, visit: www.tinybuildinvestors.com
(http://www.tinybuildinvestors.com/)  .

 

 

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