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
|
+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.