REG - tinyBuild, Inc. - Results of Special Meeting and Total Voting Rights

tinyBuildAnnouncement

26/01/2024 15:45

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RNS Number : 1102B  tinyBuild, Inc.  26 January 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE RUSSIAN
FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

 

26 January 2024

tinyBuild, Inc.

(the "Company" and together with its subsidiaries "tinyBuild" or the "Group")

 

Results of Special Meeting and Total Voting Rights

$12.3m of new funding strengthens the balance sheet following successful vote

 

tinyBuild, Inc. (AIM: TBLD), a premium video games publisher and developer
with global operations, is pleased to announce that at the special meeting of
the stockholders of the Company (the "Special Meeting"), held earlier today,
all of the Resolutions set out in the circular dated 22 December 2023 were
duly approved.

 

Further to this, the Company can now confirm that it will issue, pursuant to
the Fundraise, 193,341,081 new shares (the "Offer Shares") at 5 pence per
share (the "Issue Price"), raising gross proceeds of approximately US$12.3 1 
million in aggregate. Net proceeds of the Fundraise will be approximately
US$11.4 million. The issue of the Offer Shares will be split as follows:

 

·      153,080,000 Offer Shares under the Subscription, raising gross
proceeds of approximately US$9.75 million;

·      4,000,000 Offer Shares under the Placing, raising gross proceeds
of approximately US$0.25 million;

·      31,416,902 Offer Shares under the Private Placement, raising
gross proceeds of approximately $2.00 million; and

·      4,844,179 Offer Shares under the Open Offer, raising gross
proceeds of $0.31 million as previously announced.

 

Admission and Total Voting Rights

Pursuant to the Fundraise, the Company has applied to the London Stock
Exchange for 193,341,081 new shares to be admitted to trading on AIM
("Admission"). The new shares will trade in the Company's restricted line of
Common Stock under the symbol TBLS (ISIN: USU8884H1371). It is expected that
Admission will occur at 8:00 a.m. on or around 30 January 2024.

 

Following Admission, the Company's issued share capital will comprise
397,219,319 Shares and that number may be used by shareholders in the Company
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change in their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules. The Company does not hold any shares in treasury.

 

Commenting on the results of the Special Meeting and Fundraise Alex
Nichiporchik, Chief Executive of the Company, said:

 

"I am delighted that the fundraise has been approved by shareholders and I'm
proud to support tinyBuild through a turbulent time. I believe in tinyBuild,
our people, the products, and the culture we've built and I'm pleased we have
got through this challenging situation.

 

The Company has a fantastic pipeline of games, supported by a diversified back
catalogue and a great publishing team. I appreciate the faith shareholders
have put into us, and the tinyBuild team are excited about the years ahead."

 

Capitalised terms not defined in this announcement will have the meanings
(unless the context otherwise requires) set out in the circular dated 22
December 2023, which is available on the Company's website
https://www.tinybuildinvestors.com.

 

For further information please contact:

 tinyBuild, Inc.                                 investorrelations@tinybuild.com (mailto:investorrelations@tinybuild.com)
 Alex Nichiporchik - Chief Executive Officer
 Giasone (Jaz) Salati - Chief Financial Officer
 Michael Schauble - Chief Commercial Officer

 Berenberg (Nominated Advisor and Sole Broker)   Tel: +44 (0) 20 3207 7800

 Mark Whitmore, Ciaran Walsh, Milo Bonser

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

 

The person responsible for releasing this announcement is Giasone Salati,
Chief Financial Officer.

tinyBuild, Inc. LEI: 2138002FIMZYDVU3BD12

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1.   Details of the person discharging managerial responsibilities/person closely
      associated
 (a)  Name                                             Alex Nichiporchik
 2.   Reason for the notification
 (a)  Position/status                                  Chief Executive Officer
 (b)  Initial notification/ Amendment                  Initial notification
 3.   Details of the issuer
 (a)  Name                                             tinyBuild, Inc.
 (b)  LEI                                              2138002FIMZYDVU3BD12
 4.   Details of the transaction(s): section to be repeated for (i) each type of
      instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 (a)  Description of the Financial Instrument          Common stock with par value of $0.001 per share
 (b)  Identification code of the Financial Instrument  USU8884H1371
 (c)  Nature of the transaction                        Purchase of shares
 (d)  Price(s) and volume(s)                           Price(s)                    Volume(s)
                                                       5 pence                     153,080,000

 (e)  Aggregated information                           N/A

      -             Aggregated volume

      -             Price
 (f)  Date of the transaction                          26 January 2024
 (g)  Place of the transaction                         London Stock Exchange

 

Important Notices

No action has been taken by the Company, Berenberg or any of their respective
affiliates, or any person acting on its or their behalf that would permit an
offer of the Offer Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such Offer Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this Announcement comes are required by the Company and Berenberg
to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance with the
Prospectus Regulation (EU) 2017/1129 (the "Prospectus Regulation") or the
Prospectus Regulation as it forms part of UK domestic law by virtue of the
European Union Withdrawal Act 2018 (the "UK Prospectus Regulation") as
applicable)) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE, FORWARDING OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, THE
RUSSIAN FEDERATION, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia,
Japan, the Russian Federation or the Republic of South Africa or any other
jurisdiction in which the same would be unlawful. No public offering of the
Offer Shares is being made in any such jurisdiction.

The securities referred to herein have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or transferred
directly or indirectly in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with the securities laws
of any State or any other jurisdiction of the United States. Accordingly, the
Offer Shares are being offered and sold by the Company only outside the United
States in "offshore transactions" (as such terms are defined in Regulation S
under the Securities Act ("Regulation S")) in accordance with, and in reliance
on, the safe harbour from registration provided by Rule 903(b)(3), or Category
3, of Regulation S and otherwise in accordance with applicable. The securities
referred to herein are subject to the conditions listed under Rule 903(b)(3),
or Category 3, of Regulation S. Under Category 3, offering restrictions (as
defined under Regulation S) are in place and additional restrictions are
imposed on resales of the securities referred to herein. Further, hedging
transactions in the securities referred to herein may not be conducted unless
in compliance with the US Securities Act.  No public offering of securities
is being made in the United States.

This Announcement is for information purposes only and is directed only at
persons whose ordinary activities involve them in acquiring, holding, managing
and disposing of investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating to
investments and are:  (a) if in a member state of the European Economic Area
(the "EEA"), persons who are qualified investors, within the meaning of
Article 2(E) of the Prospectus Regulation ("Qualified Investors"); or (b) if
in the United Kingdom, 'Qualified Investors' within the meaning of Article
2(E) Of the UK Prospectus Regulation and who are also: (i) persons who fall
within the definition of "investment professionals" in Article 19(5) of the
Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"), or (ii) persons who fall within Article 49(2)(a) to (d)
(high net worth bodies companies, unincorporated associations, etc) of the
Order, or (c) persons to whom it may otherwise be lawfully communicated, and
in all cases who are capable of being categorised as a professional client or
an eligible counterparty for the purposes of the FCA conduct of business
rules, (all such persons referred to in (a), (b) and (c) above together being
referred to as "Relevant Persons").

Any investment or investment activity to which this Announcement relates is
available in the EEA or the United Kingdom only to Relevant Persons and will
be engaged in only with Relevant Persons. This Announcement must not be acted
on or relied on by persons in the EEA or the United Kingdom who are not
Relevant Persons.

In Canada, no prospectus has been filed with any securities commission or
similar regulatory authority in respect of the Offer Shares. No such
securities commission or similar regulatory authority in Canada has reviewed
or in any way passed upon the merits of any proposed offering of the Offer
Shares and any representation to the contrary is an offence; no prospectus has
been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation to the Offer
Shares and the Offer Shares have not been, nor will they be, registered under
or offering in compliance with the securities laws of any state, province or
territory of Australia, Canada, the Republic of South Africa or Japan.
Accordingly, the Offer Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, the Republic of South Africa, or
Japan or any other jurisdiction in which such activities would be unlawful.

This Announcement contains forward-looking statements. Forward-looking
statements are not historical facts but are based on certain assumptions of
management regarding our present and future business strategies and the
environment in which we will operate, which the Company believes to be
reasonable but are inherently uncertain, and describe the Company's future
operations, plans, strategies, objectives, goals and targets and expectations
and future developments in the markets. Forward-looking statements typically
use terms such as "believes", "projects", "anticipates", "expects", "intends",
"plans", "may", "will", "would", "could" or "should" or similar terminology.
Any forward-looking statements in this Announcement are based on the Company's
current expectations and, by their nature, forward-looking statements are
subject to a number of risks and uncertainties, many of which are beyond the
Company's control, that could cause the Company's actual results and
performance to differ materially from any expected future results or
performance expressed or implied by any forward-looking statements. As a
result, you are cautioned not to place undue reliance on such forward-looking
statements. Past performance should not be taken as an indication or guarantee
of future results, and no representation or warranty, express or implied, is
made regarding future performance. Some of the information is still in draft
form and will only be finalised, if legally verifiable, at a later date. The
Company undertakes no obligation to release the results of any revisions to
any forward-looking statements in this Announcement that may occur due to any
change in its expectations or to reflect events or circumstances after the
date of this Announcement, unless required to do so by applicable law or
regulation, and the parties named above disclaim any such obligation.

 

Berenberg and its affiliates may have engaged in transactions with, and
provided various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business with the
Company and/or its affiliates for which they would have received customary
fees and commissions. Berenberg and its affiliates may provide such services
to the Company and/or its affiliates in the future.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by Berenberg or by any of its affiliates or any person acting on its
or their behalf as to, or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any interested party or its advisers, and any liability
therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. The contents of
this Announcement are not to be construed as legal, business, financial or tax
advice. Each investor or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice.

The Offer Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Berenberg is authorised and regulated by the German Federal Financial
Supervisory Authority and is authorised, and subject to limited regulation by,
the FCA in the United Kingdom. Berenberg is acting exclusively for the Company
and no one else in connection with the contents of this Announcement and other
matters described in this Announcement and will not regard any other person as
its client in relation to the content of this Announcement and other matters
described in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice to any other person in relation to the content of this
Announcement or any other matters referred to in this Announcement.

Notice to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) may otherwise have with
respect thereto, the Offer Shares have been subject to a product approval
process, which has determined that the Offer Shares are: (i) compatible with
an end target market of retail investors and investors who meet the criteria
of professional clients and eligible counterparties as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all distribution channels to professional clients and
eligible counterparties (the "UK Target Market Assessment").

Notwithstanding the UK Target Market Assessment, distributors should note
that: the price of the Offer Shares may decline and investors could lose all
or part of their investment; the Offer Shares offer no guaranteed income and
no capital protection; and an investment in the Offer Shares is compatible
only with investors who do not need a guaranteed income or capital protection,
who (either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.

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

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of the UK Product Governance Requirements; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Offer Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Offer Shares and determining appropriate
distribution channels.

Capitalised terms used but not defined in this Announcement have the meaning
given in the Placing Announcement unless otherwise stated.

The information below set out in accordance with the requirement of Market
Abuse Regulation (EU) NO. 596/2014, including as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
provides further detail.

 

 1   An exchange rate of £1:US$1.2732, as previously used in the Circular,
has been used in this announcement.

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