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 October 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 October 12, 2022, the Company issued an
announcement titled “Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5” pursuant to the AIM Market Rules, a copy of which is attached as Exhibit 99.1 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 October 12, 2022,
“Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5”.
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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.
| By: |
/S/ Sagi Niri
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| Name: |
Sagi Niri
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| Title: |
Chief Financial Officer
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Date: October 12, 2022
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Exhibit List
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Exhibit 99.1
12 October 2022
Tremor International Ltd
("Tremor" or the "Company")
Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5
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 in accordance with the vesting schedule for certain performance stock
units over Ordinary Shares of NIS0.01 each in the capital of the Company ("PSUs" and "Ordinary Shares") 675,000 PSUs over Ordinary Shares have vested and been issued to
certain Directors of the Company as set out in the table below.
Pursuant to previously established non-discretionary plans to trade in the Company's Ordinary Shares in accordance with the terms of Rule 10b5-1
promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Rule 10b5-1 Plans”), Ofer Druker, Chief Executive Officer, and Yaniv Carmi, Chief Operating Officer, are expected to sell in the
future a portion of such newly issued Ordinary Shares to cover their tax obligations triggered by the vesting of the PSUs. Once such sales of Ordinary Shares occur under the non-discretionary Rule 10b5-1 Plans, such dealings will be reported.
In order to cover the tax obligations triggered by the vesting of RSUs announced on 22 September 2022, Ofer Druker has sold shares (the “Share Sale”)
of NIS0.01 each in the capital of the Company. Full details of the Share Sale are detailed in the table below.
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Director
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Position
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Ordinary Shares Issued
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Ordinary Shares Sold
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Share Sale Price
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Resultant Holding
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% of total voting rights
|
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Ofer Druker
|
Chief Executive Officer
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375,000
|
6,154
6,622
8,818
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$3.63
$3.55
$3.42
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4,231,201
|
2.90%
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|
Yaniv Carmi
|
Chief Operating Officer
|
165,000
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-
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-
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1,810,169
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1.24%
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Sagi Niri
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Chief Financial Officer
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135,000
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-
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-
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766,400
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0.52%
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For further information please contact:
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Tremor International Ltd.
Billy Eckert, Senior Director Investor Relations
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ir@tremorinternational.com
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KCSA (US Investor Relations)
David Hanover
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tremorir@kcsa.com
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Vigo Consulting (UK Financial PR and Investor Relations)
Jeremy Garcia
Kate Kilgallen
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tremor@vigoconsulting.com
Tel: +44 20 7390 0230
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|
finnCap Ltd
Jonny Franklin-Adams / Charlie Beeson (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
|
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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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
Amobee optimizes outcomes for advertisers and media companies, while providing a better consumer experience. Its platform assists customers by
furthering their audience development, optimizing their cross-channel performance across all TV, connected TV, and digital media, and driving new customer growth through detailed analytics and reporting. To learn more, visit www.amobee.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/
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Ofer Druker
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2.
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Reason for the Notification
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a)
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Position/status
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Chief Executive Officer
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|
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b)
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Initial notification/Amendment
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Initial
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|
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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||
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a)
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Name
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Tremor International Ltd
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|
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b)
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LEI
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213800ZNSR7AIJZ2J557
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|
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4.
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Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
||
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a)
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Description of the Financial instrument, type of instrument
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Performance Stock Units over Ordinary Shares of NIS 0.01 each
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|
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Identification code
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IL0011320343
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||
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b)
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Nature of the transaction
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Vesting of PSUs
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| c) |
Price(s) and volume(s)
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Price(s)
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Volume(s) |
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n/a
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375,000
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||
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d)
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Aggregated information:
• Aggregated volume
• Price
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375,000 Ordinary Shares
n/a
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e)
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Date of the transaction
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6 October 2022
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|
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f)
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Place of the transaction
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NASDAQ Global Market
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
|
Ofer Druker
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|
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2.
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Reason for the Notification
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||
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a)
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Position/status
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Chief Executive Officer
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|
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b)
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Initial notification/Amendment
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Initial
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|
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||
|
a)
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Name
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Tremor International Ltd
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|
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b)
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LEI
|
213800ZNSR7AIJZ2J557
|
|
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4.
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
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||
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a)
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Description of the Financial instrument, type of instrument
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Ordinary Shares of NIS 0.01 each
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|
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Identification code
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IL0011320343
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b)
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Nature of the transaction
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Sale of Ordinary Shares
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c)
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Price(s) and volume(s)
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Price(s) |
Volume(s) |
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$3.63
$3.55
$3.42
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6,154
6,622
8,818
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||
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d)
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Aggregated information:
• Aggregated volume
• Price
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21,594 Ordinary Shares
$75,964.05
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e)
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Date of the transaction
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7 October 2022
10 October 2022
11 October 2022
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|
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f)
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Place of the transaction
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NASDAQ Global Market
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1.
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Details of the person discharging managerial responsibilities / person closely associated
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a)
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Name
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Yaniv Carmi
|
|
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2.
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Reason for the Notification
|
||
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a)
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Position/status
|
Chief Operating Officer
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|
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b)
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Initial notification/Amendment
|
Initial
|
|
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3.
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Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||
|
a)
|
Name
|
Tremor International Ltd
|
|
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b)
|
LEI
|
213800ZNSR7AIJZ2J557
|
|
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4.
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
||
|
a)
|
Description of the Financial instrument, type of instrument
|
Performance Stock Units over Ordinary Shares of NIS 0.01 each
|
|
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Identification code
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IL0011320343
|
||
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b)
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Nature of the transaction
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Vesting of PSUs
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|
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c)
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Price(s) and volume(s)
|
Price(s) | Volume(s) |
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n/a
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165,000
|
||
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d)
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Aggregated information:
• Aggregated volume
• Price
|
165,000 Ordinary Shares
n/a
|
|
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e)
|
Date of the transaction
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6 October 2022
|
|
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f)
|
Place of the transaction
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NASDAQ Global Market
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|
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1.
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Details of the person discharging managerial responsibilities / person closely associated
|
||
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a)
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Name
|
Sagi Niri
|
|
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2.
|
Reason for the Notification
|
||
|
a)
|
Position/status
|
Chief Financial Officer
|
|
|
b)
|
Initial notification/Amendment
|
Initial
|
|
|
3.
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||
|
a)
|
Name
|
Tremor International Ltd
|
|
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b)
|
LEI
|
213800ZNSR7AIJZ2J557
|
|
|
4.
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
||
|
a)
|
Description of the Financial instrument, type of instrument
|
Performance Stock Units over Ordinary Shares of NIS 0.01 each
|
|
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Identification code
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IL0011320343
|
||
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b)
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Nature of the transaction
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Vesting of PSUs
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|
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c)
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Price(s) and volume(s)
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Price(s) |
Volume(s) |
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n/a
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135,000
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||
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d)
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Aggregated information:
• Aggregated volume
• Price
|
135,000 Ordinary Shares
n/a
|
|
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e)
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Date of the transaction
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6 October 2022
|
|
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f)
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Place of the transaction
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NASDAQ Global Market
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