Results of Placing

tinyBuild, Inc.

21 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

21 December 2023

tinyBuild, Inc.

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

Results of Placing, Private Placement, Subscription and intention to launch Open Offer

tinyBuild (AIM:TBLD), a premium video games publisher and developer with global operations, is pleased to announce that further to the announcement earlier today (the "Launch Announcement"), the Company has conditionally raised gross proceeds of US$12.0 million at 5 pence per share (the "Issue Price") via:

·      A total of 31,416,902 Private Placement Shares having been conditionally subscribed for by Atari at the Issue Price, raising gross proceeds of US$2.0 million for the Company

·      A total of 153,080,000 Subscription Shares having been conditionally subscribed for and a total of 4,000,000 Placing Shares having been conditionally placed pursuant to the Placing and the Subscription at the Issue Price, raising gross proceeds of US$10.0 million for the Company

Having agreed to underwrite the Open Offer pursuant to the terms of the Subscription Agreement, Alex Nichiporchik, tinyBuild's CEO, may subscribe for additional Subscription Shares depending on the level of take-up of entitlements by qualifying stockholders in the Open Offer. This may increase his current subscription for 153,080,000 Subscription Shares post the Open Offer to between 54.0% and 59.1% of the enlarged issued share capital, subject to the take-up in the Open Offer.

The Issue Price represents a premium of 100% to the closing price on 20 December 2023 (being the latest practicable time prior to the announcement of the Placing). The net proceeds of the Placing are expected to be supplemented by additional proceeds of up to US$2.16 million to be raised pursuant to the Open Offer.

The net proceeds raised by the Company pursuant to the Placing, Private Placement and Subscription are c.US$11.0 million and any additional funds raised through the Open Offer shall be used for general working capital purposes by the Company. Together the Placing, Private Placement, Subscription and Open Offer are referred to as the "Fundraise".

Open Offer

Pusuant to the Open Offer, qualifying stockholders will have an opportunity to subscribe for up to an aggregate of 33,979,706 Open Offer Shares at the Issue Price, to raise up to c.US$2.16 million (before expenses), on the basis of 1 Open Offer Share for every 6 Shares held on the Record Date.

In addition, the Open Offer presents qualifying shareholders with an opportunity, provided that they take up their Basic Entitlements in full, to apply for additional Open Offer Shares through the Excess Application Facility.

The Open Offer entitlements will be represented by the ISIN USU8884H1116, along with Excess Open Offer entitlements under ISIN USU8884H1298.

Entitlements will not be listed to any exchange, and are expected to be credited to the accounts of qualifying stockholders on or around the 27 December 2023. The Open Offer period is expected to operate until 11am on 17 January 2024.

The CEO cannot participate in the Open Offer but has the ability to take up shares that are not subscribed for in the Open Offer through the Subscription.

The Open Offer is conditional on the passing of stockholder resolutions at a special meeting of stockholders of the Company.

Further details on the Open Offer will be contained in the Circular, which is expected to be posted to stockholders on or around 22 December 2023 and will be available on the Company's website.

Conditional Fundraise and notice of Special Meeting

The Fundraise is conditional, inter alia, upon:

1)   the passing without amendment of all the Resolutions at the Special Meeting;

2)   the Company having complied with its obligations and having satisfied all conditions under the Placing Agreement, which fall to be performed on or satisfied prior to Admission;

3)   Admission occurring by no later than 8.00 a.m. on 19 January 2024 or such later time and date (being not later than 8.00 a.m. on 31 January 2024) as Joh. Berenberg, Gossler & Co. KG ("Berenberg") and the Company may agree;

4)   in the opinion of Berenberg acting in good faith there not having been a material adverse change since the date of the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement).

As set out in detail in the Launch Announcement earlier today, the Fundraise is conditional, inter alia, upon the passing of each of the Resolutions at the Special Meeting.

A Special Meeting is therefore being convened at the offices of Goodwin Procter (UK) LLP, 100 Cheapside, London EC2V 6DY, United Kingdom at 12 noon on 18 January 2024 for the purposes of seeking approval of the Resolutions. The formal Notice of Special Meeting will be set out at the end of the Circular which is expected to be posted to stockholders on or around 22 December 2023.

If the Resolutions are not passed at the Special Meeting, the Fundraise will not take place and the proceeds of the Fundraise will not be received by the Company.

If the Company does not receive the proceeds of the Fundraise, the Company would have to again seek other forms of emergency financing.  Whilst the CEO has indicated he is willing to support the Company, no terms have been agreed beyond the proposed Subscription and the Company is unable to provide any assurance that alternative financing could be secured.  Failure to secure alternative forms of finance at all or on commercially acceptable terms could have a material adverse effect on the Group's business, financial condition, prospects, capital resources, cash flows, share price, liquidity, results and/or future operations. In particular, failure to conclude the Fundraise will materially compromise the Group's ability to meet its financial obligations as they fall due and, in the opinion of the Board, likely result in the Group entering into a chapter 11 bankruptcy or some other form of insolvency procedure under which the prospects for recovery of value, if any, by stockholders would be uncertain.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares, the Private Placement Shares, the Subscription Shares and such number of Open Offer Shares as are subscribed for in the Open Offer to be admitted to trading on AIM. Subject to, inter alia, approval of the Resolutions at the Special Meeting, Admission is expected to take place, and dealings in the Placing Shares, the Private Placement Shares the Subscription Shares and such number of Open Offer Shares as are subscribed for are expected to commence, at 8.00 a.m. on 19 January 2024 (or such later time and/or date as may be agreed between the Company and Berenberg, being no later than 8.00 a.m. on 31 January 2024). No temporary documents of title will be issued.

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

Alex Nichiporchik, Chief Executive Officer of tinyBuild, commented:

"We are pleased to welcome Atari as a strategic investor of tinyBuild. Atari is a timeless brand and its support validates the current strategic plan for tinyBuild."

Wade Rosen, Chairman and CEO of Atari, commented:

"tinyBuild is an amazing company, with industry leading games and benefiting from an expansive fan base. Atari is excited to participate in the current capital transaction as tinyBuild's approach to the indie games market is in line with Atari's long-term approach."

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 Advisor 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.

tinyBuild, Inc. LEI: 2138002FIMZYDVU3BD12

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

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 Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 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, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing 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 Placing 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 Sand 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 Placing 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 Placing 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 Placing Shares and the Placing 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 Placing 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 Placing 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 Placing Shares have been subject to a product approval process, which has determined that the Placing 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing 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.

 

END