12 October 2020
Delayed disclosure of confidential information
Legal basis: art. 17.1 MAR– confidential information
Content of the report:
Pursuant to Article 17(1) and 17(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 discloses to the public the confidential information, the disclosure of which was delayed by the Company on 17th September 2020 pursuant to Article 17(4) of the MAR Regulation.
Confidential information the publication of which has been delayed:
The Company’s Management Board informs that on 17th September 2020 the Company received information about the possibility of Arkadiusz Pernal resigning from the function in the Company’s current term Management Board. In view of the information received, on 17th September 2020 the Management Board of the Company initiated (by way of a resolution) a process aimed at verifying the possibility of changing/diversifying the composition of the current Management Board by taking the necessary actions by the competent authorities of the Company, consisting, among others, in necessary consultations with advisors in terms of a possibility and course of changes in the Management Board of the Company, as well as recruiting candidates for the position of a member/members of the current term Management Board, interviewing the candidate/candidates about their willingness to run for the position and the conditions for holding the position in the Management Board of the Company.
At the same time, the Company’s Management Board identified the above information as confidential information within the meaning of article 7 of the MAR Regulation and decided to delay it on the basis of article 17(4) of the MAR Regulation. At the time of the decision, the delayed publication of Confidential Information fulfilled the conditions set forth in the MAR Regulation and the guidelines of the European Securities and Markets Authority of 20th October 2016 on the Market Abuse Regulation issued pursuant to Article 17(11) of the MAR Regulation.
In the opinion of the Management Board of the Company, immediate disclosure of confidential information could have violated the legally justified interest of the Company, i.e. could have negatively affected the process aimed at verifying the possibility of changing/diversifying the composition of the current term Management Board, including in particular with respect to acquiring candidates and interviewing the candidate(s) for the function in the Management Board of the Company, which until the disclosure of confidential information was internal (known exclusively to the Company, members of its bodies and advisors) and preliminary.
In addition, disclosure of confidential information could have resulted 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:
a. the delay in publishing the confidential information has not misled the public, in particular because circumstances described in 5.2.9 of the ESMA guidelines did not arise;
b. The Company has ensured that the information is kept confidential until it is disclosed by the Company in this current report.
Disclosure of confidential information results from the fact that circumstances possibly violating the legally justified interest of the Issuer have ceased to exist – on 7th October 2020 the process aimed at verifying the possibility of making changes/diversifying the composition of the Company’s Management Board of the current term was completed and an agreement was reached with Wojciech Gattner, Andrzej Ilczuk, Anna Idzikowska and Janusz Dziemidowicz concerning approvals and conditions for appointment to the management team.