CURRENT REPORT 18/2020

Disclosure of delayed confidential information

Legal basis: Article 17(1) MAR – confidential information

Content of the report:

Pursuant to Article 17(1) and (4) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (the „MAR Regulation”), the management board (the „Management Board”) of Ten Square Games S.A. (the „Company”, „Issuer”) hereby announces to the public the delayed confidential information, the disclosure of which was delayed by the Company on 06.03.2020 pursuant to Article 17.4 of the MAR Regulation.

 

Content of confidential information whose publication has been delayed:

The Management Board of the Company informs that on 06.03.2020 the Company has received information about

  1. a) the possibility, considered by the President of the Management Board Maciej Popowicz, of resigning from applying for a position in the Management Board of the Company for the next term of office, which will begin after the approval by the Ordinary General Meeting of the Company of the financial statements of the Company for 2019;
  2. b) the recommendation to appoint Maciej Zużałek (currently the Chairman of the Supervisory Board) to the position of the President of the Management Board of the Company, considered by Maciej Popowicz – as the main shareholder of the Company – and addressed to the Supervisory Board of the Company;

In view of the information obtained, on 6 March 2020 the Management Board of the Company stated (by way of a resolution) that it had started a process in the Company aimed at verifying the possibility of making changes/diversifying the composition of the Company’s Management Board for the next term of office by taking the necessary actions by the competent authorities of the Company, consisting, among other things, in the necessary consultations with advisors in the scope of considering the possibility and path of making changes in the Company’s Management Board, as well as the commencement of talks by the Company with Maciej Zużałek on expressing his consent to be a candidate and the conditions for holding the position in the Company’s Management Board.

At the same time, the Company’s Management Board identified the above information as confidential information within the meaning of Article 17, paragraph 1 of the MAR Regulation and decided to delay it on the basis of Article 17, paragraph 4 of the MAR Regulation. The delay in providing Confidential Information fulfilled the conditions set out in the MAR Regulation and the guidelines of the European Securities and Market Abuse Regulation of 20 October 2016 issued pursuant to Article 17(11) of the MAR Regulation.

In the opinion of the Management Board of the Company, immediate disclosure of the confidential information could violate the legitimate interest of the Company, i.e. could negatively affect the process aimed at verifying the possibility of changes/diversifying the composition of the Management Board of the Company for the next term of office, including in particular the discussions with Maciej Zużałek on his consent to stand as a candidate and the conditions for holding office in the Management Board of the Company, which until the disclosure of the confidential information was internal (between the Company, members of its bodies and advisors) and preparatory.

Moreover, the disclosure of confidential information could result in an incorrect assessment of the information by the public and market participants, including the Company’s shareholders, and sudden changes in the Company’s share price.

At the same time, in the opinion of the Management Board:

  1. a) the delay in disclosing the confidential information to the public did not mislead the public, in particular due to the fact that there are no cases described in point 2.1. 5.2.9 of the ESMA Guidelines;
  2. b) the Company has ensured that the content of the confidential information is kept confidential until it is disclosed by the Company in this current report. 

Disclosure of confidential information results from the fact that the premise indicating the possibility of a breach of the legitimate interest of the Issuer has expired – on 21.04.2020 the process aimed at verifying the possibility of changes/diversifying the composition of the Company’s Management Board for the next term of office was completed and negotiations with Maciej Zużałek on the approval of the candidacy and the conditions for holding office on the Company’s Management Board for the next term of office by reaching an agreement by the interested parties.

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