23 February 2024
The Management Board of Ten Square Games S.A. (“Company”), with reference to current report no. 7/2024 of February 9, 2024, hereby presents a summary of the acceptance of sales offers for the Company’s shares as part of the buyback of own shares carried out by the Company on February 12-22, 2024 (“Buyback”).
The Buyback was carried out on the basis and within the limits of the authorization granted to the Management Board by the Extraordinary General Meeting of the Company by resolution no. 3 of December 19, 2023 on authorizing the Management Board to purchase own shares in the name and for the benefit of the Company and determining the rules for the buyback of own shares by the Company and the establishment of capital reserve (“Resolution on Buyback”), which the Company announced in current report no. 30/2023 on December 19 2023.
During the Buyback, sales offers that were submitted covered a total of 4,565,024 ordinary bearer shares with a nominal value of PLN 0.10 each, registered in the securities depository operated by the National Depository for Securities S.A. under the ISIN code PLTSQGM00016.
The total number of sales offers of shares submitted for purchase by the Company exceeded the total number of shares that the Company intends to purchase under the Buyback, i.e. 954,166 shares.
Due to the above, the Company, in accordance with the principles set out in the “Invitation to submit offers for the sale of shares”, which was published in current report no. 7/2024 on February 9, 2024, will proportionally reduce offers for the sale of shares, and the average reduction rate of the submitted offers will be 79.10%.
The shares will be purchased at a price of PLN 120.00 each. The total price of the purchased Shares will be PLN 114,499,920.00. The total nominal value of the purchased Shares will be PLN 95,416.60. The purchased shares will constitute 13.01% of the share capital of the Company and the total number of votes at the general meeting of the Company. Pursuant to art. 364 § 2 of the Commercial Companies Code, the Company will not exercise share rights from its own shares, except for the right to sell them or perform activities aimed at preserving these rights.
The execution and settlement of the share purchase transactions is expected on February 27, 2024. The share purchase transactions will take place outside the regulated market, through IPOPEMA Securities S.A.
Pursuant to the Resolution on the Buyback: 1) at least 90% of the shares purchased under the Buyback will be canceled (voluntary redemption); 2) the remaining number of the shares purchased as part of the Buyback may be distributed by the Management Board in another manner permitted by law, taking into account the needs resulting from the business activity.