TBLD Tinybuild Inc.

TIDMTBLD

RNS Number : 8276X

tinyBuild, Inc.

22 December 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS, AS DEFINED IN REGULATION S PROMULGATED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION 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 CONTAINS INSIDE INFORMATION.

For immediate release

22 December 2023

tinyBuild, Inc.

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

Posting of Circular

tinyBuild (AIM:TBLD), a premium video games publisher and developer with global operations, is pleased to announce that it is today posting to stockholders the Circular convening the Special Meeting in respect of the proposed Placing, Private Placement, Subscription and Open Offer announced on 21 December 2023 (the "Launch Announcement")

The Circular contains details of the Open Offer which provides qualifying stockholders with the opportunity to subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 6 Shares held at the Record Date, at the Issue Price. An updated expected timetable of principal events can be found in the Appendix.

Qualifying stockholders are also being given the opportunity, provided that they take up their Open Offer Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility.

Full details of the Open Offer, including terms and conditions and details of how to accept the Open Offer, are set out in the Circular, which will be posted to qualifying stockholders today.

The Circular is also available on the Company's website: https://www.tinybuildinvestors.com/

Capitalised terms not defined in this announcement have the meanings given to them in the Launch Announcement.

For further information please contact:

 
 tinyBuild, Inc                                 investorrelations@tinybuild.com 
 Alex Nichiporchik - Chief Executive Officer 
 Giasone (Jaz) Salati - Chief Financial 
  Officer 
 Michael Schauble - Chief Commercial Officer 
 
 Berenberg (Nominated Adviser and Sole                     Tel: +44 (0) 20 3207 
  Broker)                                                                  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 
 

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

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.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Event(12)                                 Date 
 Record date for entitlement to            6.00 p.m. on 19 December 
  participate under the Open Offer          2023 
 Announcement of the Fundraise             21 December 2023 
 Ex-entitlement date of the Open           8.00 a.m. on 21 December 
  Offer                                     2023 
 Despatch of this Circular and (if         22 December 2023 
  applicable) the Form of Direction 
  and the Application Form 
 Open Offer Entitlements and Excess        as soon as practicable 
  CREST Open Offer Entitlements credited    after 8.00 a.m. on 27 December 
  as soon as possible after stock           2023 
  accounts of Qualifying DI Holders 
 Recommended latest time and date          4.30 p.m. on 11 January 
  for requesting withdrawal of Open         2024 
  Offer Entitlements and Excess CREST 
  Open Offer from CREST 
 Latest time and date for depositing       3.00 p.m. on 12 January 
  Open Offer Entitlements into CREST        2024 
 Latest time and date for receipt          12.00 p.m. (noon) on 15 
  of Forms of Direction from Depository     January 2024 
  Interest holders 
 Latest time and date for splitting        3.00 p.m. on 15 January 
  Application Forms (to satisfy bona        2024 
  fide market claims only) 
 Latest time and date of receipt           12.00 p.m. (noon) on 16 
  for proxy votes and CREST voting          January 2024 
  instructions to be valid at the 
  Special Meeting 
 Latest time and date for receipt          11.00 a.m. on 17 January 
  of completed Application Forms            2024 
  and payment in 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         18 January 2024 
  Special Meeting 
 Admission and commencement of dealings    8.00 a.m. on 19 January 
  in the Placing Shares, the Open           2024 
  Offer Shares, the Subscription 
  Shares and the Private Placement 
  Shares on AIM 
 CREST accounts to be credited with        as soon as possible on 
  Depositary Interests representing         19 January 2024 
  Offer Shares 
 Expected despatch of de nitive            Within 14 days of Admission 
  share certi cates for Offer Shares 
  in certi cated form (certificated 
  holders only) 
 

Notes:

1. Each of the times and dates mentioned in this Appendix is subject to change by the Company (with the agreement of Berenberg), in which event details of the new times and dates will be noti ed 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.

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