Winking Studios Limited

Share Issue/Capital Change • Nov 11, 2024

National Storage Mechanism | Additional information

RNS Number : 6152L

Winking Studios Limited

11 November 2024

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.  FURTHER THIS ANNOUNCEMNT SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ORDINARY SHARES OF WINKING STUDIOS LIMITED (THE "COMPANY") IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

Neither this announcement, nor anything contained herein, nor anything contained in the Admission Document prepared and published by the Company on 11 November 2024 (the "Admission Document") in accordance with the AIM Rules for Companies published by London Stock Exchange plc shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase any shares referred to in this announcement except solely on the basis of the information contained in Admission Document (together with any supplementary admission document, if relevant), including the risk factors set out therein 

11 November 2024

Winking Studios Limited

("Winking Studios" and together with its subsidiaries, the "Group")

Placing and AIM Dual Listing Update

Winking Studios Limited (SGX:WKS), the AAA Art Outsourcing and Game Development business listed on the Catalist board of the Singapore Exchange Securities Trading Limited, is pleased to provide an update on its planned dual listing on the AIM Market of the London Stock Exchange ("Admission "), following its 31 October 2024 Intention to Float announcement.

Conditional upon Admission, the Group has raised approximately £7.9 million by way of a placing at 15 pence per share ("Placing Price") (the "Placing"), valuing the business at approximately £66 million*. The Placing was supported by the Company's existing majority shareholder Acer Group, while Johnny Jan, the Chief Executive Officer and Oliver Yen, the Chief Financial Officer, of Winking Studios also participated in the Placing.

The Admission Document has been published on the Company's Investor Relations page on its website, available here . Admission is expected to take place at 8.00 a.m. (UK) on 14 November 2024 under the ticker WKS, at which point a further announcement will be made.

Strand Hanson Limited is acting as Financial and Nominated Adviser with S.P. Angel Corporate Finance LLP acting as Broker in relation to the Dual Listing.

* Based on the Placing Price and the post-placing issued share capital 440,364,942 shares.

Enquiries

Singapore	UK
Winking Studios Limited Johnny Jan, Founder and Chief Executive Officer Oliver Yen, Chief Financial Officer	Via Alma
8PR Asia (Investor Relations) Alex Tan +65 9451 5252   [email protected]	Alma Strategic Communications Justine James / David Ison / Emma Thompson +44 (0)20 3405 0205 [email protected]
PrimePartners Corporate Finance Pte. Ltd. (Financial Adviser in Singapore) Marcus Yong / Pang Xu Xian +65 8282 9938 / +65 9692 0195	Strand Hanson Limited (Financial and Nominated Adviser) James Harris / James Bellman   +44 (0)20 7409 3494
	SP Angel Corporate Finance LLP (Broker) Stuart Gledhill / Charlie Bouverat (Corporate Finance) Abigail Wayne / Rob Rees (Corporate Broking) +44 (0)20 3470 0470

IMPORTANT NOTICES

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Canada, Australia, Japan, Singapore or the Republic of South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia, Japan, Singapore or the Republic of South Africa or to, or for the account or benefit of any national resident or citizen of Canada, Australia, Japan, Singapore or the Republic of South Africa. The ordinary shares in the capital of the Company ("Ordinary Shares") have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, delivered or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. There will be no public offer of the securities in the United States. Neither the US Securities and Exchange Commission nor any securities regulatory body of any state or other jurisdiction of the United States, nor any securities regulatory body of any other country or political subdivision thereof, has approved or disapproved of this document or the securities discussed herein or passed on or endorsed the merits of the Placing or the accuracy or adequacy of the contents of this Announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the UK Prospectus Regulation (as defined below)) to be published.

This Announcement is addressed to and directed only at persons who are (a) persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation (Regulation (EU) No 2017/1129), or (b) persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of the UK Prospectus Regulation (Regulation (EU) No. 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation"), who (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order, or (c) persons to whom it may otherwise be lawful to communicate it (all such persons together being referenced to as "relevant persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply. Strand Hanson Limited ("Strand"), which is authorised and regulated in the United Kingdom by the FCA, has not authorised the contents of this Announcement and is acting exclusively for the Company, and no one else, in connection with Admission and the other matters referred to in this Announcement, and is not advising or treating as a client any other person nor will it be responsible to any person other than the Company (whether or not a recipient of this Announcement) for providing the protections afforded to its customers or for providing advice in relation to Admission or any other matters referred to in this Announcement. Neither Strand nor any of its affiliates accepts any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Strand or any of its affiliates in connection with the Company or Admission.

SP Angel Corporate Finance LLP ("SP Angel") is acting only for the Company in connection with the matters described in this Announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of SP Angel or advice to any other person in relation to the matters contained herein.

Such persons should seek their own independent legal, investment and tax advice as they see fit. The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Strand or SP Angel that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required..

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, investors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; Ordinary Shares offer no guaranteed income and no capital protection; and an investment in Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, S.P. Angel Corporate Finance LLP will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A and 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and for determining appropriate distribution channels

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