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 August 2024
Commission File Number 001-40504
Nexxen 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 August 20, 2024, 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(Registration No. 333-258731), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 August 20, 2024, “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.
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Nexxen International Ltd.
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By:
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/S/ Sagi Niri | |
| Name: | Sagi Niri | |
| Title: | Chief Financial Officer | |
Date: August 20, 2024
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Exhibit List
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Exhibit 99.1
20 August 2024
Nexxen International Ltd
(“Nexxen” or the “Company”)
Director Dealings Pursuant to Previously Established Non-Discretionary Plans to Trade Under Rule 10b-5
Nexxen International Ltd. (AIM/NASDAQ: NEXN) (“Nexxen” or the “Company”), a global, unified advertising technology platform with deep expertise in video and
Connected TV (“CTV”), announces that in accordance with the vesting schedule for certain restricted stock units and performance stock units over
Ordinary Shares of NIS0.01 each in the capital of the Company ("RSUs", “PSUs” and "Ordinary Shares") 70,000 time-based RSUs and 745,000 PSUs, respectively, over Ordinary Shares have
vested and been issued to certain Directors of the Company as set out in the table below.
In addition, 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, the Company's Chief Executive Officer, and Yaniv Carmi, the Company's Chief Operating Officer, have sold
Ordinary Shares (the "Share Sale") in order to cover the tax obligations triggered by the vesting of RSUs. 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
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Chief Executive Officer
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375,000
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45,718
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$3.6259
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4,837.075
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3.55%
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Yaniv Carmi
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Chief Operating Officer
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165,000
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82,500
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$3.6251
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2,181,411
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1.60%
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Sagi Niri
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Chief Financial Officer
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275,000
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-
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-
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1,867,650
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1.37%
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For further information please contact:
Nexxen International Ltd.
Billy Eckert, Vice President of Investor Relations
ir@nexxen.com
Billy Eckert, Vice President of Investor Relations
ir@nexxen.com
Caroline Smith, Vice President of Communications
csmith@nexxen.com
KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
nexxenir@kcsa.com
David Hanover, Investor Relations
nexxenir@kcsa.com
Vigo Consulting (U.K. Financial PR &
Investor Relations)
Jeremy Garcia / Peter Jacob
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
Jeremy Garcia / Peter Jacob
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
Cavendish Capital Markets Limited
Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: +44 20 7220 0500
Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: +44 20 7220 0500
About Nexxen
Nexxen empowers advertisers, agencies, publishers and broadcasters around the world to utilize data and advanced TV in the ways that
are most meaningful to them. Our flexible and unified technology stack comprises a demand-side platform (“DSP”) and supply-side platform (“SSP”), with the Nexxen Data Platform at its core. With streaming in our DNA, Nexxen’s robust capabilities
span discovery, planning, activation, monetization, measurement and optimization – available individually or in combination – all designed to enable our partners to reach their goals, no matter how far-reaching or hyper niche they may be.
Nexxen is headquartered in Israel and maintains offices throughout the United States, Canada, Europe and Asia-Pacific, and is traded
on the London Stock Exchange (AIM: NEXN) and NASDAQ (NEXN). For more information, visit www.nexxen.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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|||
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a)
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Position/status
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Chief Executive Officer
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b)
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Initial notification/Amendment
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Initial
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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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Nexxen International Ltd
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b)
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LEI
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213800ZNSR7AIJZ2J557
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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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|||
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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)
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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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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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19 August 2024
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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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Ofer Druker
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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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b)
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Initial notification/Amendment
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Initial
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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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a)
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Name
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Nexxen International Ltd
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b)
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LEI
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213800ZNSR7AIJZ2J557
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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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|||
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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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Sale of Ordinary Shares
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c)
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Price(s) and volume(s)
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Price(s)
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Volume(s)
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|
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$3.6259
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45,718
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|||
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d)
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Aggregated information:
• Aggregated volume
• Price
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45,718 Ordinary Shares $165,766.61
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e)
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Date of the transaction
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19 August 2024
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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
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Chief Operating Officer
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b)
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Initial notification/Amendment
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Initial
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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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Nexxen International Ltd
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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)
|
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)
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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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165,000
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|||
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d)
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Aggregated information:
• Aggregated volume
• Price
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165,000 Ordinary Shares n/a
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e)
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Date of the transaction
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19 August 2024
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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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|||
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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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|||
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a)
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Position/status
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Chief Operating Officer
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||
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b)
|
Initial notification/Amendment
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Initial
|
||
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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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a)
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Name
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Nexxen 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.
|
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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||
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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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Sale of Ordinary Shares
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||
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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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|
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$3.6251
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82,500
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|||
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d)
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Aggregated information:
• Aggregated volume
• Price
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82,500 Ordinary Shares $299,070.75
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e)
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Date of the transaction
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19 August 2024
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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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|||
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a)
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Name
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Sagi Niri
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2.
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Reason for the Notification
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|||
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a)
|
Position/status
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Chief Financial Officer
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b)
|
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
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Nexxen International Ltd
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||
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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
|
||
|
Identification code
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IL0011320343
|
|||
|
b)
|
Nature of the transaction
|
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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|
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n/a
|
205,000
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|||
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d)
|
Aggregated information:
• Aggregated volume
• Price
|
205,000 Ordinary Shares n/a
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||
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e)
|
Date of the transaction
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19 August 2024
|
||
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f)
|
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)
|
Name
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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
|
Nexxen International Ltd
|
||
|
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
|
Restricted 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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|||
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b)
|
Nature of the transaction
|
Vesting of RSUs
|
||
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
|
n/a
|
70,000
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|||
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d)
|
Aggregated information:
• Aggregated volume
• Price
|
70,000 Ordinary Shares n/a
|
||
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e)
|
Date of the transaction
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1 March 2024
|
||
|
f)
|
Place of the transaction
|
NASDAQ Global Market
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