Current report No. 3/2022 .

19 January 2022

Not for release, publication, or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, or Japan or in any other jurisdiction where to do so would be restricted or prohibited by law.

The Management Board of Ten Square Games S.A. (the “Company”) announces that on 19 January 2022, it was notified by the Company’s shareholders, Maciej Popowicz and Arkadiusz Pernal (the “Shareholders”) (the “Notification”), that after the submission of the Notification, an accelerated book-building process directed to selected investors meeting specified criteria (the “ABB“) will begin. The purpose of the ABB will be the sale by the Shareholders of approximately 365,088 dematerialised ordinary bearer shares in the Company constituting approximately 5.0% of the shares in the Company’s share capital and representing approximately 5.0% of the total number of votes in the Company (the “Sale Shares“), out of which:

  1. Maciej Popowicz will offer for sale in the ABB approximately 243,382 Sale Shares, representing approximately 3,33% of the shares in the Company’s share capital and in the total number of votes in the Company; and
  2. Arkadiusz Pernal will offer for sale in the ABB approximately 121,706 Sale Shares, representing approximately 1,66% of the shares in the Company’s share capital and in the total number of votes in the Company.

The consortium placing the Sale Shares in ABB includes Dom Maklerski Banku Handlowego S.A. and Citigroup Global Markets Europe AG as Global Coordinators.

Pursuant to the Notification:

  • The ABB will begin immediately and can be completed at any time.
  • The sale price and the final number of the Sale Shares, including the final number of the Sale Shares to be sold by each Shareholder, will be announced after the closing of the bookbuilding process.
  • The Shareholders reserve the right to change the terms and dates of the ABB at any time, to suspend the ABB, and/or to cancel the ABB at any time.
  • The intention of the Shareholders is to remain investors in the Company and together with the other members of the shareholders’ agreement, concluded on 29 October 2019, as amended on 9 July 2020, strategically support the Company in its dynamic development.
  • Upon the completion of the ABB and assuming that all of the Sale Shares indicated above have been sold, Maciej Popowicz will hold shares representing approximately 18,78% of the total number of shares and votes in the Company and Arkadiusz Pernal will hold shares representing approximately 9,39% of the total number of shares and votes in the Company.
  • In connection with the ABB, the Shareholders have undertaken to comply with a lock-up undertaking in respect of the shares remaining in the Company for a period of 180 days from the date of the settlement of the sale transactions within the ABB.

This material does not constitute an advertisement within the meaning of Article 22 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

Neither this material nor any part hereof is intended for distribution, whether directly or indirectly, within the territory of or in the United States of America or other jurisdictions where such distribution, publication, or use may be subject to restrictions or may be prohibited by law. The securities referred to in this material have not been and will not be registered under the U.S. Securities Act, and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

This material does not contain or constitute or form part of any offer or invitation, or any solicitation or recommendation of an offer, for securities, and under no circumstances shall form the basis of a decision whether or not to invest in the securities of the Company.