Posting of Circular

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	[e-mail]
Alex Nichiporchik - Chief Executive Officer
Giasone (Jaz) Salati - Chief Financial Officer
Michael Schauble - Chief Commercial Officer
Berenberg (Nominated Adviser and Sole Broker) Mark Whitmore, Ciaran Walsh, Milo Bonser	Tel: [phone]
SEC Newgate (Financial PR)	[e-mail]
Robin Tozer, Harry Handyside, Molly Gretton	[phone]

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

Event12	Date
Record date for entitlement to participate under the Open Offer	6.00 p.m. on 19 December 2023
Announcement of the Fundraise	21 December 2023
Ex-entitlement date of the Open Offer	8.00 a.m. on 21 December 2023
Despatch of this Circular and (if applicable) the Form of Direction and the Application Form	22 December 2023
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited as soon as possible after stock accounts of Qualifying DI Holders	as soon as practicable after 8.00 a.m. on 27 December 2023
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer from CREST	4.30 p.m. on 11 January 2024
Latest time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 12 January 2024
Latest time and date for receipt of Forms of Direction from Depository Interest holders	12.00 p.m. (noon) on 15 January 2024
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 15 January 2024
Latest time and date of receipt for proxy votes and CREST voting instructions to be valid at the Special Meeting	12.00 p.m. (noon) on 16 January 2024
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 17 January 2024
Special Meeting	12.00 p.m. (noon) on 18 January 2024
Publication of the results of the Special Meeting	18 January 2024
Admission and commencement of dealings in the Placing Shares, the Open Offer Shares, the Subscription Shares and the Private Placement Shares on AIM	8.00 a.m. on 19 January 2024
CREST accounts to be credited with Depositary Interests representing Offer Shares	as soon as possible on 19 January 2024
Expected despatch of definitive share certificates for Offer Shares in certificated form (certificated holders only)	Within 14 days of Admission

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 notified 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.

 

END