AIM Rule 26
The following information was reviewed and updated as at 9 March 2021 and is being disclosed for the purposes of Rule 26 of the AIM Rule for Companies.
Details of Any Other Exchanges or Trading Platforms
The securities of tinyBuild, Inc are traded only on the AIM Market of the London Stock Exchange, and no application has been made for them to trade on any other exchange or platform.
As outlined in the Company’s AIM Admission Document the requirements of the AIM Rules for Companies provide that the Company must have a facility for the electronic settlement of the Common Shares. As the Company is incorporated in the United States its Common Shares are not eligible to be held directly through CREST and, accordingly, the Company has established a Depositary Interest arrangement. The Depositary Interests representing the underlying Common Shares can be settled electronically through and held in CREST. The Depositary Interests are themselves independent securities constituted under English law and can be traded and settled within the CREST system in the same way as any other CREST security.
Shareholders that are non-US Persons have the choice of whether to hold their Common Shares in certificated form or in uncertificated form in the form of Depositary Interests within the CREST system.
Details of Any Restrictions on the Transfer of Securities
The Shares are subject to the conditions listed under Rule 903(b)(3), or Category 3 of Regulation S of the US Securities Act. The Shares are “restricted securities” as defined in Rule 144 under the US Securities Act.
Number of Securities in Issue
Please click here for the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.
Country of Incorporation and Main Country of Operation
The Company’s main country of operation is the United States. The Company is incorporated under the laws of the State of Delaware in the United States. Accordingly, a significant amount of the legislation in England and Wales regulating the operation of companies does not apply to the Company. In addition, the laws of the State of Delaware will apply to the Company, and such laws may provide for mechanisms and procedures that would not otherwise apply to companies incorporated in England and Wales. The rights of Shareholders are subject to the exclusive jurisdiction of the courts of the State of Delaware and are governed by Delaware law and by the Company’s Certificate of Incorporation and Bylaws, which may differ from the typical rights of Shareholders in the United Kingdom and other jurisdictions.
The Company is not subject to the provisions of the Takeover Code. Certain provisions have been inserted into the Certificate of Incorporation which adopt similar procedures to the Takeover Code in the event of any party (or parties acting in concert) obtaining 30 per cent. or more of the voting rights attaching to the issued Common Shares, but there is no assurance that the courts of the State of Delaware, US, will uphold or allow the enforcement of these provisions
Further details of the key provisions of the Company’s Certificate of Incorporation and Bylaws and a description of the principal differences between the corporate structure of the Company and that of a public limited company incorporated in England and Wales under the Companies Act are set out in paragraphs 7 and 20 of part V of the Company’s Admission document dated 3 March 2021.
Details on the UK City Code on Takeovers and Mergers
The Company is not subject to the Takeover Code because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain protections that are afforded to Shareholders under the UK Takeover Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to the Company. Although the Company has inserted certain provisions into the Certificate of Incorporation which adopt similar procedures to Rule 9 of the UK Takeover Code, there is no assurance that the courts of the State of Delaware will uphold or allow the enforcement of these provisions. Further details relating to these provisions are set out at paragraph 7.16 of Part V of the Company’s Admission document.