REG - tinyBuild, Inc. tinyBuild Inc - TBLS - Consolidation of trading lines

tinyBuildAnnouncement

30/01/2025 07:00

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RNS Number : 1722V  tinyBuild, Inc.  30 January 2025

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY IN OR INTO ANY
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

 

30 January 2025

 

tinyBuild, Inc

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

 

Consolidation of trading lines

 

tinyBuild, Inc. (AIM: TBLD, TBLS), a premium video games publisher and
developer with global operations, announces the consolidation of its two lines
of Common Stock into a single unrestricted line of Common Stock (TBLD.L). This
will be affected by the transfer of all stock comprising the Regulation S
restricted Common Stock (TBLS.L) trading line to the unrestricted Common Stock
(TBLD.L) trading line.

 

This transfer is taking place in accordance with the provisions outlined in
the circular published by the Company on 22 December 2023 that the two lines
of Common Stock would be consolidated following expiration of the distribution
compliance period in relation to new shares issued by the Company in relation
to the Fundraise in December 2023 which admitted on 30 January 2024. Further
details on the restrictions and distribution compliance period are set out
below. The move will result in the cancellation of trading of the Regulation S
restricted trading line TBLS.L (ISIN Number USU8884H1371). Defined terms used
in this announcement shall have the same meaning as those used in the circular
posted to shareholders on 22 December 2023, which is available on the
Company's website at:

 

https://www.tinybuildinvestors.com/documents-and-presentations

 

Currently tinyBuild common stock of $0.01 par each ("Common Stock") are held
as:

 

(i) unrestricted Common Stock trading under the symbol TBLD.L (ISIN number
USU8884H1033)

 

(ii) restricted Common Stock trading under the symbol TBLS.L (ISIN number
USU8884H1371)

 

The number of unrestricted shares of Common Stock currently trading under the
symbol 'TBLD.L' is 203,878,238 and the number of restricted shares of Common
Stock currently trading under the symbol 'TBLS.L' is 193,341,081.

 

From 31 January 2025, all tinyBuild Common Stock will be held as unrestricted
shares in TBLD, and there will be a total of 397,219,319 shares of Common
Stock trading under 'TBLD.L'. Shareholders in the Company may use this figure
as the denominator for the calculations by which they will determine if they
are required to notify their interest in, or a change to their interest in,
the stock capital of the Company.

 

Further details regarding the restricted shares

 

As stated in the Company's circular dated 22 December 2023, the Company has
intended to transfer the restricted shares held by non-affiliates (as defined
under the US Securities Act of 1933, as amended (the "Securities Act")) of the
Company (including those holders who are affiliates only by virtue of their
position as an officer or director of the Company) to the unrestricted line of
Common Stock. As this includes all of the restricted shares the Company will
also be cancelling the restricted trading line.

 

While the restricted shares on the trading line TBLD.L are identical in all
respects to the Company's Common Stock, free from all liens, charges and
encumbrances of any kind, during the "distribution compliance period" (as set
out under Regulation S under the Securities Act), they are subject to the
conditions listed under section 903(b)(3), or Category 3, of Regulation S.
This restricted line of Common Stock under the symbol TBLS.L is held in the
CREST system and has been segregated within CREST identified with the marker
"REG S" and ISIN USU8884H1371. Those shares may not be offered or sold to, or
for the account or benefit of, US Persons (as defined under the Securities
Act) during the distribution compliance period.

 

The distribution compliance period will end on 30 January 2025 and the
restricted Regulation S trading line with the symbol TBLS.L and ISIN
USU8884H1371 will cease trading at 4:30pm (London time) on 30 January 2025.
All shareholders on the TBLS.L share register at 6:00pm (London time) on 30
January 2025 will have their shareholding in Common Stock transferred to the
non-restricted share register. From 31 January 2025 all tinyBuild Common Stock
will trade under the symbol TBLD.L, ISIN number USU8884H1033. Shareholders who
hold shares in paper certificate format will be sent replacement share
certificates within ten business days.

 

 

Enquiries:

 

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

 Alex Nichiporchik - Chief Executive Officer

 Giasone (Jaz) Salati - Chief Financial Officer

 Berenberg (Nominated Adviser and Broker)         +44 (0)20 3207 7800

 Mark Whitmore, Ciaran Walsh, Milo Bonser

 SEC Newgate (Financial PR)                       tinybuild@secnewgate.co.uk

 Robin Tozer, Molly Gretton, Harry Handyside      +44 (0)7540 106366

 

About tinyBuild:

Founded in 2013, tinyBuild (AIM:TBLD) is a leading premium AA-rated and indie
video games publisher and developer. tinyBuild has a strong portfolio of over
80 titles and it strategically secures access to IP and partners with
developers to establish a stable platform on which to build multi-game and
multimedia franchises.

 

Headquartered in Bellevue, Washington, USA, the Group has key operations
worldwide, with employees, contractors or partners in multiple locations
across five continents. tinyBuild's geographic diversity enables it to source
high-potential IP, cost-effective development resources and a loyal customer
base through innovative grassroots marketing. tinyBuild was admitted to AIM, a
market operated by the London Stock Exchange, in March 2021.

 

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

 

This announcement may not be published, distributed or transmitted by any
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United States or to any US Person (as defined under the Securities Act).
These materials do not constitute an offer to sell, or a solicitation of an
offer to buy, securities in the United States or any US Person.  Securities
may not be offered or sold in the United States absent (i) registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act") or
(ii) an available exemption from registration under the Securities Act. The
securities mentioned herein have not been, and will not be, registered under
the Securities Act and will not be offered to the public in the United
States.

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