UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of April 2022
Commission File Number 001-40504
Tremor International Ltd.
(Translation of registrant’s name into English)
82 Yigal Alon Street, Tel Aviv 6789124, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
On April 01, 2022, and April 04, 2022, the Company issued announcements titled “Share buyback-transaction in own shares” pursuant to the AIM Market Rules, copies of which are attached as Exhibit
99.1 and 99.2 to this Form 6-K.
The information in this report of foreign private issuer on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form S-8 (Registration No. 333-258731), to be a
part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
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Exhibit 99.1
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Company announcement dated April 01, 2022, “Share buyback-transaction in own shares”.
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Exhibit 99.2
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Company announcement dated April 04, 2022, “Share buyback-transaction in own shares”.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tremor International Ltd.
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By:
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/S/ Sagi Niri | |
| Name: |
Sagi Niri
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| Title: |
Chief Financial Officer
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Date: April 04, 2022
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Exhibit List
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Exhibit 99.1
1 April 2022
Tremor International Ltd
(“Tremor” or the “Company”)
Share buyback-transaction in own shares
Tremor International Ltd. (AIM/NASDAQ: TRMR) ("Tremor" or the "Company"), a global leader in Video, Data and Connected TV ("CTV") advertising offering an end-to-end technology platform that
enables advertisers to optimize their campaigns and media partners to maximize yield on their digital advertising inventory, announces that on 31 March 2022 it bought-back 273,672 ordinary shares of NIS0.01 each in the capital of the Company
("Ordinary Shares") in the AIM market at an average price of 621.14 pence per Ordinary Share. The Ordinary Shares were acquired through finnCap Ltd. pursuant to the Company’s Buyback Programme on the AIM market as announced on 1 March 2022 and
will be reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon) and will be held in treasury.
Total Voting Rights
For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules, Tremor notifies the market that as at the date of this announcement, the Company’s issued share capital
consists of 183,574,452 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), along with 30,575,806 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon), the Company holds
these dormant shares in Treasury. Therefore, the total number of shares with voting rights is 152,998,646.
The above figure of 152,998,646 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
For further information or enquiries please contact:
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Tremor International Ltd
Billy Eckert, Investor Relations Director
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ir@tremorinternational.com
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KCSA (US Investor Relations)
Adam Holdsworth
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aholdsworth@kcsa.com
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Vigo Consulting (UK Financial PR and Investor Relations)
Jeremy Garcia
Antonia Pollock
Kate Kilgallen
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tremor@vigoconsulting.com
Tel: +44 20 7390 0230
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finnCap Ltd
Jonny Franklin-Adams / James Thompson (Corporate Finance)
Tim Redfern / Dicky Chambers (ECM)
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Tel: +44 20 7220 0500
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Stifel Nicolaus Europe Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
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Tel: +44 20 7710 7600
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The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. The Company confirms that it is no
longer in possession of any unpublished price sensitive information.
About Tremor International
Tremor is a global company offering an end-to-end technology advertising platform, operating across three core capabilities - Video, Data and CTV. Tremor's unique approach is centered on offering
a full stack of end-to-end solutions which provides it with a major competitive advantage within the video advertising ecosystem.
Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative
content. Tremor Video's innovative video advertising technology has offerings in CTV, in-stream, out-stream and in-app. To learn more, visit www.tremorvideo.com
Unruly, the media side of Tremor, drives real business outcomes in multiscreen advertising. Its programmatic platform efficiently and effectively delivers performance, quality, and actionable
data to demand and supply-focused clients and partners. Tremor has a meaningful number of direct integrations with premium publishers, unique demand relationships with a variety of advertisers and privileged access to News Corp inventory. Unruly
connects to the world's largest DSPs and is compatible with most Ad Age top 100 brands. To learn more, visit www.unruly.co
Tremor is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, Asia-Pacific and is traded on the London Stock Exchange (AIM: TRMR) and NASDAQ (TRMR).
For more information, visit: https://www.tremorinternational.com/
Exhibit 99.2
04 April 2022
Tremor International Ltd
(“Tremor” or the “Company”)
Share buyback-transaction in own shares
Tremor International Ltd. (AIM/NASDAQ: TRMR) ("Tremor" or the "Company"), a global leader in Video, Data and Connected TV ("CTV") advertising offering an end-to-end technology platform that
enables advertisers to optimize their campaigns and media partners to maximize yield on their digital advertising inventory, announces that on 01 April 2022 it bought-back 68,390 ordinary shares of NIS0.01 each in the capital of the Company
("Ordinary Shares") in the AIM market at an average price of 612.44 pence per Ordinary Share. The Ordinary Shares were acquired through finnCap Ltd. pursuant to the Company’s Buyback Programme on the AIM market as announced on 1 March 2022 and
will be reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon) and will be held in treasury.
Total Voting Rights
For the purposes of the Financial Conduct Authority’s Disclosure and Transparency Rules, Tremor notifies the market that as at the date of this announcement, the Company’s issued share capital
consists of 184,708,528 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), along with 30,644,196 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon), the Company holds
these dormant shares in Treasury. Therefore, the total number of shares with voting rights is 154,064,332.
The above figure of 154,064,332 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
For further information or enquiries please contact:
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Tremor International Ltd
Billy Eckert, Investor Relations Director
|
ir@tremorinternational.com
|
|
KCSA (U.S. Investor Relations)
Adam Holdsworth, Investor Relations
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aholdsworth@kcsa.com
|
|
Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia
Antonia Pollock
Kate Kilgallen
|
tremor@vigoconsulting.com
Tel: +44 20 7390 0230
|
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finnCap Ltd.
Jonny Franklin-Adams / James Thompson (Corporate Finance)
Tim Redfern / Dicky Chambers (ECM)
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Tel: +44 20 7220 0500
|
|
Stifel Nicolaus Europe Limited
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
|
Tel: +44 20 7710 7600
|
The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014. The Company confirms that it is no
longer in possession of any unpublished price sensitive information.
About Tremor International
Tremor is a global company offering an end-to-end technology advertising platform, operating across three core capabilities - Video, Data and CTV. Tremor's unique approach is centered on offering
a full stack of end-to-end solutions which provides it with a major competitive advantage within the video advertising ecosystem.
Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative
content. Tremor Video's innovative video advertising technology has offerings in CTV, in-stream, out-stream and in-app. To learn more, visit www.tremorvideo.com
Unruly, the media side of Tremor, drives real business outcomes in multiscreen advertising. Its programmatic platform efficiently and effectively delivers performance, quality, and actionable
data to demand and supply-focused clients and partners. Tremor has a meaningful number of direct integrations with premium publishers, unique demand relationships with a variety of advertisers and privileged access to News Corp inventory. Unruly
connects to the world's largest DSPs and is compatible with most Ad Age top 100 brands. To learn more, visit www.unruly.co
Tremor is headquartered in Israel and maintains offices throughout the United States, Canada, Europe, Asia-Pacific and is traded on the London Stock Exchange (AIM: TRMR) and NASDAQ (TRMR).
For more information, visit: https://www.tremorinternational.com/