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 Alex Nichiporchik - Chief Executive Officer Giasone (Jaz) Salati - Chief Financial Officer
|
investorrelations@tinybuild.com
|
Berenberg (Nominated Adviser and Broker) Mark Whitmore, Ciaran Walsh, Milo Bonser
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+44 (0)20 3207 7800 |
SEC Newgate (Financial PR) Robin Tozer, Molly Gretton, Harry Handyside |
tinybuild@secnewgate.co.uk +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.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the 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.