27 February 2024
The Management Board of Ten Square Games S.A. (“Company”), with reference to current report no. 8/2024 of February 23, 2024, hereby presents a summary 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 purchase of own shares by the Company and the creation of reserve capital (“Resolution on buyback”), which the Company announced in current report no. 30/2023 of December 19, 2023.
Pursuant to the Resolution on buyback:
1) at least 90% of the shares acquired under the Buyback will be canceled (voluntary redemption);
2) the remaining part of the shares acquired as part of the Buyback may be distributed by the Management Board in another manner permitted by law, taking into account the needs arising from the business activity.
During Buyback, the Company purchased 954,166 of its own shares, 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 (“Own Shares”).
The Own Shares were purchased at a uniform price of PLN 120.00 per Own Share, i.e. for a total price of PLN 114,499,920.00. The total nominal value of the Own Shares is PLN 95,416.60.
The conclusion and settlement of the transaction for the purchase of Own Shares took place on February 27, 2024.
The transactions for the purchase of Own Shares took place outside the organized financial instruments trading system, through IPOPEMA Securities S.A.
The Own Shares purchased by the Company 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 the share rights attached to the Own Shares, except for the right to sell them or perform activities aimed at preserving these rights.
During Buyback, sales offers were submitted for a total of 4,565,024 shares of the Company. Due to the fact that the total number of shares of the Company proposed by the shareholders for sale as part of the Buyback exceeded the total number of shares that the Company intended to purchase, the Company made a proportional reduction in the offers for sale of the Company’s shares, applying the principles of reduction described in the invitation to submit offers for the sale of Company’s shares within the Buyback. The average reduction rate of submitted offers was 79.10%.
The total cost of the Buyback (including fees, intermediary’s remuneration, etc.) amounted to PLN 114,589,920, which gives an average of PLN 120.09 per share.