Current report No. 19/2021 – Ten Square Games – one of the biggest mobile games development company in Poland

Reports.

Current

Current report No. 19/2021 .

30 June 2021

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. with its registered office in Wrocław (“the Company” or “the Issuer”) hereby publishes delayed confidential information the publication of which was delayed by the Company on May 25, 2017 under Article 17(4) of the MAR Regulation.

Confidential information the publication of which has been delayed:

The Management Board of the Company announces that at its meeting held on May 25, 2021, it resolved that the Issuer entered into (signed) a Term Sheet agreement for the acquisition by the Issuer of shares in Rortos S.r.l. with its registered office in Verona (“Rortos”) with the existing shareholders of Rortos (collectively referred to as “the Sellers”).

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 its publication under 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 October 20, 2016 on the Market Abuse Regulation issued pursuant to Article 17(11) of the MAR Regulation (“the ESMA Guidelines”).

In the opinion of the Company’s Management Board, an immediate disclosure of confidential information could infringe upon the Company’s legitimate interest, i.e. have a negative impact on the course of negotiations between the Issuer and the Sellers on the terms of the transaction for the acquisition of shares in Rortos and on the outcome of such negotiations. 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:

  1. the delay in publishing the confidential information has not misled the public, in particular because circumstances stipulated in 5(2)(9) of the ESMA guidelines do not occur;
  2. The Company has ensured that the information is kept confidential until it is disclosed by the Company in this current report.

The disclosure of the confidential information results from the fact that the premise indicating a possible infringement of the Issuer’s legally justified interest expired on June 30, 2021, i.e. on the date of conclusion of the agreement obliging the Sellers to sell their shares in Rortos.

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Legal basis: Article 17 item 1 of the MAR – inside information.

Date: 30 June 2021