Issuance of Incentive Shares re. Mineloader
Winking Studios Limited will issue 1,573,176 new Incentive Shares in 2026 to Key Management Personnel at an issue price of £0.1997 per share, totaling approximately S$0.5 million or £0.3 million, following the acquisition of Shanghai Mineloader Digital Technology Co., Ltd. The company has received in-principle approval from the Singapore Exchange Securities Trading Limited for the listing of these shares on the Catalist, and application has been made for admission to trading on AIM, with dealings expected to commence around October 28, 2026. Upon admission, the total number of voting rights in the company will be 441,032,094.
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Update on Issuance of Incentive Shares in relation to the Acquisition of
SHANGHAI MINELOADER DIGITAL TECHNOLOGY CO., LTD.
(上海皿鎏數字科技有限公司)
All capitalised terms used and not defined herein shall have the same meanings ascribed to them in the Company's announcement dated 17 January 2025 in relation to the proposed acquisition of 100% of the equity interest in Shanghai Mineloader Digital Technology Co., Ltd. (上海皿鎏數字科技有限公司) (the "Mineloader Acquisition Announcement").
Winking Studios Limited (AIM / SGX:WKS) ("Winking Studios" or the "Company" and together with its subsidiaries, the "Group"), one of the leading global AAA game art outsourcing studios and an established game development company, announces that, further to the Mineloader Acquisition Announcement, and the announcement dated 21 October 2025 in relation to the issuance of new Incentive Shares in 2025, the Company will issue 1,573,176 new Incentive Shares in 2026 (the "2026 Incentive Shares") to the Key Management Personnel following the terms as set out in the Incentive Agreements.
The issue price of the 2026 Incentive Shares per share is £0.1997 (or approximately S$0.33[1]) and pursuant to the Incentive Agreements, is determined based on the volume-weighted average share price of the Shares traded on the AIM market ("AIM") of the London Stock Exchange, denominated in GBP (£), over the five market days commencing from the day immediately following the date of the Mineloader Acquisition Announcement (the "Issue Price").
Based on the Issue Price, the 2026 Incentive Shares have an aggregate value of approximately S$0.5[2] million or £0.3 million (equivalent to approximately RMB2,796,840[3]).
Winking Studios completed the acquisition of Shanghai Mineloader Digital Technology Co., Ltd. ("Mineloader") on 1 April 2025. Specialising in higher margin AAA games from console platforms, Mineloader's service offerings in console platform games and established experience and presence in the global gaming industry is proving to be a valuable addition to the Group.
Prevailing General Share Issuance Mandate
As mentioned in the Mineloader Acquisition Announcement, the 2026 Incentive Shares are intended to be issued pursuant to the general share issuance mandate (the "General Mandate") obtained at the annual general meeting of the Company held on 30 April 2026 ("AGM").
Pursuant to the General Mandate, the maximum number of Shares that may be issued other than on a pro-rata basis for 2026 until the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier, is 220,969,059 Shares. To date, the Company has not utilised the General Mandate approved at the AGM.
Receipt of Listing and Quotation Notice from the Singapore Exchange Securities Trading Limited ("SGX-ST")
The Company has on 22 October 2026, received the in-principle approval for the listing of and quotation ("Notice") on the Catalist of the SGX-ST for the 2026 Incentive Shares, subject to compliance with the SGX-ST's listing requirements.
Please note that the Notice is not to be taken as an indication of the merits of the Company, its subsidiaries, its securities (including the 2026 Incentive Shares), or any related transaction contemplated by the Notice.
Admission and total voting rights
Application has been made to the London Stock Exchange for the admission of the 2026 Incentive Shares to trading on AIM.
The admission to trading of the 2026 Incentive Shares is expected to occur and dealings commence at 9.00 am (SGT) / 8.00 a.m. (GMT) on or around 28 October 2026 on the Catalist of the SGX-ST and AIM, respectively ("Admission"). On Admission, the 2026 Incentive Shares shall rank pari passu in all respects with the existing ordinary shares of the Company.
The number of ordinary shares in issue, and the total voting rights in the Company, on Admission, assuming no other changes to the Company's voting rights prior to Admission, will be 443,511,294, of which 2,479,200 ordinary shares are held in treasury, and, accordingly, the total number of voting rights is 441,032,094. This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change of their interest in, the Company under the provisions of the Company's constitution.
BY ORDER OF THE BOARD
JOHNNY JAN
Executive Director and Chief Executive Officer (Founder)
The Group has 14 studios across Taipei, Nanjing, Suzhou, Dalian, Tianjin, Shanghai, Quebec and Kuala Lumpur with over 1,400 highly skilled employees serving a global customer base that includes 22 of the top 25 game publishers in the world.
[1] Based on the exchange rate of S$1: £0.5977: as at 24 January 2025 as extracted from the Monetary Authority of Singapore's ("MAS") website.
[2] Based on the exchange rate of RMB1: S$ 0.1865 as at 16 January 2025 as extracted from the MAS website.
[3] Based on the exchange rate of RMB1: £ 0.1118 as at 16 January 2025 as extracted from the MAS website.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.