20 January 2022
This announcement is not for distribution, publication or dissemination directly or indirectly in the United States of America, Australia, Canada or Japan or in any other jurisdiction where it would be restricted or unlawful to do so.
The Management Board of Ten Square Games S.A. (the “Company”) announces that on 19 January 2022, the Company received a notice from the Company’s shareholders, Maciej Popowicz and Arkadiusz Pernal (the “Shareholders”) (the “Notice”), in which the Shareholders announced that on 19 January 2022, an accelerated book-building process targeted exclusively at selected investors meeting certain criteria (the “ABB”) was completed for the sale by the Shareholders of ordinary bearer shares in the Company (the “Shares for Sale”).
According to the Notice, as a result of the ABB process:
1. the sale price per Sale Share was set at PLN 315,
2. the total number of the Shares for Sale has been set at 438,107, representing 6.0% of the shares in the share capital of the Company and 6.0% of the total number of votes in the Company, of which:
(a) Maciej Popowicz shall sell 292,059 Sale Shares, representing 4.0% of the shares in the share capital of the Company and in the total number of votes in the Company, and
(b) Arkadiusz Pernal shall sell 146,048 of the Shares for Sale, representing 2.0% of the shares in the Company’s share capital and of the total vote in the Company.
Following the settlement of the sale of the Sale Shares under the ABB process, Maciej Popowicz shall hold 1,322,941 shares in the Company, representing 18.12% of the shares in the Company’s share capital and of the total vote in the Company, and Arkadiusz Pernal shall hold 661,552 shares in the Company, representing 9.06% of the shares in the Company’s share capital and of the total vote in the Company.
The syndicate placing the Shares for Sale with ABB includes Dom Maklerski Banku Handlowego S.A. and Citigroup Global Markets Europe AG as Global Coordinators.
This material is not 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 of it is intended for distribution directly or indirectly in the United States of America or in other jurisdictions where such distribution, publication or use would be restricted or unlawful. The securities referred to in this material have not been and will not be registered under the US Securities Act of 1933, as amended. (the “U.S. Securities Act”) and may be offered or sold in the United States only pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act.
This material (and the information contained herein) does not contain or constitute an offer for sale of securities or a solicitation of an offer to purchase securities or a solicitation/recommendation to purchase securities and does not under any circumstances constitute a basis for a decision to purchase securities of the Company.