TIDMTBLD
RNS Number : 8773B
tinyBuild, Inc.
07 June 2023
7 June 2023
tinyBuild, Inc
("tinyBuild" or the "Company")
Posting of Annual Report and Notice of AGM
tinyBuild, a premium video games publisher and developer with
global operations, is pleased to announce that the Company's Annual
Report and Financial Statements for the year ended 31 December 2022
("Annual Report") is now available to view on the Company's website
at: www.tinybuildinvestors.com.
The Company's Annual General Meeting ("AGM") is scheduled to be
held at Memery Crystal, 165 Fleet Street, London EC4A 2DY at 4pm on
Tuesday 29 June 2023. The Company will post the notice of AGM
shortly, together with printed copies of the Annual Report to
shareholders who requested hard copies.
The purpose of the Annual General Meeting is to consider and, if
thought fit, pass the following Resolutions, of which Resolutions 1
to 4 will be proposed as Ordinary Resolutions and Resolutions 5 and
6 will be proposed as Special Resolutions:
Resolution 1 - Adoption of the Annual Report and Consolidated
Financial Statements for the year ended 31 December 2022 ("Annual
Report")
The Annual Report of the Company for the year ended 31 December
2022 was sent to stockholders at the same time as this notice of
AGM, and is available on the Company's website:
www.tinybuildinvestors.com/documents-and-presentations
Resolution 2 - The re-appointment of Grant Thornton LLP as
auditor to the Company and authority for the Board to set the
auditors' remuneration on an advisory basis
The Company is required to appoint auditors at each AGM at which
the accounts are laid before the Company, to hold office until the
conclusion of the next such meeting. Grant Thornton LLP was
appointed by the Board as independent registered public accounting
firm of the Company. The Audit Committee of the Board (the "Audit
Committee") has reviewed the independence, effectiveness and
objectivity of Grant Thornton LLP, on behalf of the Board, who now
propose their re-appointment as auditors of the Company. This
Resolution 2 also authorises the Board, in accordance with standard
practice, to negotiate and agree the remuneration of the
auditors.
Although stockholder approval of this appointment is not
required by law and is not binding on the Company, if our
stockholders do not ratify the appointment of Grant Thornton LLP,
the Audit Committee will consider the failure to ratify the
appointment when appointing an independent registered public
accounting firm for the following year. Even if our stockholders
ratify the appointment of Grant Thornton LLP, the Audit Committee
may, in its sole discretion, terminate such engagement and direct
the appointment of another independent registered public accounting
firm at any time during the year, although it has no current
intention to do so.
Resolutions 3-4 - Re-election of Class III Directors
The Second Amended and Restated Bylaws of the Company state that
at the annual meeting, directors shall be elected as set forth in
the Certificate of Incorporation of the Company, (the
"Certificate"). The Certificate requires that the Board shall be
classified, with respect to the term for which they severally hold
office, into three classes, designated Class I, Class II and Class
III, respectively. Each class shall consist, as nearly as possible,
of one-third of the total number of authorized Board. The initial
Class II Directors served for a term expiring at the annual meeting
of stockholders held in 2022 at which time they were re-elected,
the initial Class III Directors shall serve for a term expiring at
the annual meeting of stockholders to be held in 2023 and the
initial Class I Directors shall serve for a term expiring at the
annual general meeting to be held in 2024. The Board recommend to
the stockholders that these directors are elected.
The following directors are Class III Directors, who shall stand
for re-election at the AGM:
- Alex Nichiporchik; and
- Nick van Dyk.
Biographical details of all the directors standing for
re-election as at the date of this notice are set out in the
appendix to the notice of AGM and appear on the corporate
information section of the Company's website.
Resolution 5 - Authority to allot Common Stock for the purpose
of Capital Investment and disapplication of pre-emption rights
The Board is seeking shareholder authorisation to execute
non-pre-emptive issues of equity securities to allow the Company to
finance expansion opportunities as and when they arise in
connection with acquisitions or other capital investments of a kind
contemplated by the Pre-Emption Group's Statement of Principles, as
updated in November 2022 (each, a "Capital Investment").
This Resolution 5 grants the Board authority, in accordance with
Article IV, Paragraph 3 of the Certificate, to non-pre-emptively
issue New Securities (as such term is defined in the Certificate)
up to a maximum of 67,279,818 shares of Common Stock (equal to 33%
of the Company's issued and outstanding Common Stock as at 6 June
2023 (excluding any treasury shares)) for the purposes of (a)
raising cash to fund, (b) financing (or refinancing, if the
authority is to be used within six months of the original
transaction), and (c) exchanging as consideration for a transaction
the Board determines to be a Capital Investment, subject to the
following limitations:
(a) a maximum of 20,387,823 shares of Common Stock may be issued
for the purposes of raising cash to fund Capital Investment(s).
This amount is equal to 10% of the Company's issued and outstanding
Common Stock as at 6 June 2023 (excluding any treasury shares);
and
(b) a maximum of 20,387,823 shares of Common Stock may be issued
for the purposes of obtaining financing for Capital Investment(s).
This amount is equal to 10% of the Company's issued and outstanding
Common Stock as at 6 June 2023 (excluding any treasury shares).
The Board does not have any present intention of exercising the
authorities conferred by this Resolution 5, but the Board considers
it desirable that the specified amount of authorised, but unissued
share capital is available for issue so that it can more readily
take advantage of possible opportunities.
The authority given by this Resolution 5 will (unless previously
renewed or revoked) expire on the date that is the earliest of
either (such date, the "Expiration Date")
i) the conclusion of the next AGM of the Company; and
ii) 31 October 2024.
Resolution 6 - The Acquisition of Shares by a Stockholder
holding more than 30% of the Common Stock of the Company
In accordance with Delaware General Corporate Law and
notwithstanding Article XII, Section E, Paragraphs 1 and 2 of the
Certificate, this Resolution 6 grants the approval of the future
acquisition of additional shares by Alex Nichiporchik, and/or
persons acting in concert with Mr Nichiporchik ("Concert Parties"),
without incurring an obligation to extend an Offer to the holders
of all issued and outstanding capital stock of the Company in
accordance with Section E of Article XII, of up to 45% of the
Company's Common Stock as of 29 June, 2023 for a period of two
years, ending on 29 June 2025, in one or more transactions. Neither
Mr Nichiporchik nor any Concert Parties will be entitled to vote on
this Resolution 6.
Mr Nichiporchik and Concert Parties do not have a present
intention to purchase additional shares of Common Stock, as
contemplated by this Resolution 6. However, the Board considers it
in the best interests of the Company to seek Stockholder approval
prospectively so that Mr Nichiporchik and Concert Parties may take
advantage of opportunities to increase their holding of Company
Common Stock when and if such opportunities are presented.
Shareholders should note that Luke Burtis is no longer
considered to be a member of the concert party following the
Company's announcement released at 7am today.
Action to be taken
tinyBuild Inc. is not sending out a Form of Proxy this year with
this Notice of Annual General Meeting. Stockholders are being
encouraged to vote online by logging on to www.signalshares.com and
following the instructions given.
Stockholders can appoint a proxy by logging on to
www.signalshares.com and selecting the "Proxy Voting" link, lodging
a proxy appointment by using the CREST Proxy Voting Service or
requesting a hard copy proxy form by contacting our Registrars,
Link Group, on 0371 664 0391 from the UK (Calls are charged at the
standard geographic rate and will vary by provider) or +44 371 664
0391 from outside the UK (calls chargeable at the applicable
international rate) and returning it to the address shown on the
form.
If your holding of Common Stock is by way of dematerialised
depository interests representing underlying Common Stock
("Depository Interests"), you can vote through the CREST
system.
Board recommendation
The Board considers that the Resolutions are in the best
interests of the Company and its stockholders as a whole and are
most likely to promote the success of the Company. Accordingly, the
Board unanimously recommends that stockholders vote in favour of
Resolutions 1 through 6 to be proposed at the AGM.
For further information, please contact:
tinyBuild, Inc investorrelations@tinybuild.com
Alex Nichiporchik - Chief Executive
Officer and co-founder
Antonio Jose Assenza - Chief Financial
Officer
Giasone (Jaz) Salati - Head of M&A and
IR
Berenberg (Nominated Adviser and Joint
Broker) +44 (0)20 3207 7800
Mark Whitmore, Ciaran Walsh, Milo Bonser
Numis (Joint Broker) +44 (0)20 7260 1000
Hugo Rubinstein, Tejas Padalkar
SEC Newgate (Financial PR) tinybuild@secnewgate.co.uk
Robin Tozer, Harry Handyside, Molly
Gretton +44 (0)7540 106366
About tinyBuild:
Founded in 2013, tinyBuild (AIM: TBLD) is a global video games
publisher and developer, with a catalogue of more than 70 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.
For further information, visit: www.tinybuildinvestors.com .
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END
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June 07, 2023 02:01 ET (06:01 GMT)
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