Exhibit 99.1
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Company announcement dated November 15, 2024 re: Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM and Notice of Annual General Meeting.
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Exhibit 99.2
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Shareholders Circular and Notice of Annual General Meeting of the Company, dated November 15, 2024
- Appendix A: Frequently Asked Questions – AIM Delisting
- Appendix B: Amended Articles of Association
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Exhibit 99.3
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Form of Proxy for Shareholders.
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Exhibit 99.4
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Form of Direction for DI Holders.
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Exhibit 99.5
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Depositary’s Notice of Annual General Meeting of the Company.
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Exhibit 99.6
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Depositary DR Voting Card for ADS Holders.
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By: |
/S/ Sagi Niri
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Name: |
Sagi Niri
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Title: |
Chief Financial Officer
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Exhibit List
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- Appendix A: Frequently Asked Questions – AIM Delisting
- Appendix B: Amended Articles of Association
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the Company’s intention to consolidate all trading of the Company’s securities on one stock exchange – the NASDAQ Global Market in the United States (“Nasdaq”). Subject to shareholder approval, the
process for implementing this transition (the “Transaction”) from a dual listing of the Company’s American Depositary Shares (the “ADSs”) on Nasdaq and ordinary
shares of nominal value NIS 0.01 each in the capital of the Company (the “Shares”) on AIM to a sole listing of Shares on Nasdaq broadly involves: (1) a reverse share split with respect to all
outstanding Shares by means of a 2-for-1 reverse share split (the “Reverse Share Split”), after which each two existing Shares will be represented by one new ordinary share of nominal value NIS 0.02
each in the capital of the Company (the “New Shares”), and each ADS will represent one New Share, (2) a mandatory exchange under the Company’s ADS facility as a result of which ADS holders, upon the
Company’s termination of the existing ADS facility, will have their ADSs automatically cancelled and will be credited with the right to receive the underlying New Shares represented by their ADSs at a rate of one New Share for each ADS
cancelled (the “Mandatory ADS Exchange”), (3) a listing of the New Shares on Nasdaq instead of the ADSs (as the ADSs will be delisted for trading from Nasdaq), (4) the appointment of Computershare Trust
Company, N.A. to act as the Company’s U.S. transfer agent (“Computershare”), (5) subject to certain formalities, a repositioning of the New Shares from the trading system used for trading the Shares on
AIM into the trading system used for trading the New Shares on Nasdaq (the “Market Repositioning”), (6) the delisting of the Shares from listing and trading on AIM (the “Delisting”),
and (7) the replacement of the current depositary interests (the “DIs”) issued by Link Market Services Trustees Limited with CREST depositary interests (the “CDIs”).
Following the Transaction, the New Shares would be listed on Nasdaq under ticker symbol “NEXN” and all public trading of securities in the Company will take place on Nasdaq; and
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the posting of a circular (“Circular”) to the Company’s shareholders (“Shareholders”) which contains further information on (i) the Transaction, and (ii)
notice of a general meeting to be held at 82 Yigal Alon Street, Tel Aviv, 6789124, Israel at 12.30 p.m. (Israel time) on December 20, 2024 (“General Meeting”) at which shareholder approval will be
sought, inter alia, for the Delisting and Reverse Share Split and the other items presented to the Shareholders for approval. If the resolutions to approve the Delisting (“Delisting Resolution”) and Reverse Share Split (the “Reverse Share Split Resolution”) are approved at the General Meeting, the Transaction is expected to take effect on February 14, 2025
and the last day of trading of Shares on AIM will be February 14, 2025. The Board reserves the right to adjust the timeline as it deems necessary and may decide in its sole discretion not to undertake the Transaction at all.
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1. |
Highlights
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• |
The board of directors of the Company (the “Board” and the “Directors”) believes that the Transaction should enhance the liquidity of trading in the Company’s
securities as all such trading will be concentrated in a single venue.
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The Company will reduce its cost base by eliminating the need to comply with rules and regulations in multiple jurisdictions, and eliminating the costs related to the administration of the ADS program and DI program.
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2. |
Background to the Transaction
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3. |
Shareholder Approval
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4. |
Reasons for the Transaction
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The cost of complying with the AIM Rules for Companies is duplicative of that for complying with the Nasdaq market rules and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and the Company sees advantages in reducing its cost base as it progresses its commercial strategy.
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Internal financial and legal staff time spent on compliance with the AIM Rules for Companies is duplicative of that required for compliance with the Nasdaq market rules and the rules and regulations of the SEC.
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The Board believes the sole listing can better align the Company’s shares with other U.S.-listed AdTech companies; increase the potential for the Company to attract new U.S. investors; widen the base of U.S.
investors that can hold Nexxen’s shares which have been precluded from ownership due to the Company’s ADR structure; reduce trading volatility which can arise from being dual-listed; reduce the Company’s trading structure complexity which can
potentially lead to added U.S. investor and sell side coverage interest; significantly increase Nexxen’s potential to be included in some of the world’s largest indices, potentially driving capital appreciation; and save significant costs
associated with listing, compliance, regulatory, legal, consulting and other fees across two markets, the combination of which can potentially increase the Company’s capital appreciation potential.
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• |
A Nasdaq-only listing structure will simplify investor communications.
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As a result of the Delisting, the Shares will no longer be traded on AIM. Holders of Shares currently traded on AIM will have, however, the ability prior to the Delisting and after the Delisting, to reposition
the New Shares resulting from the Reverse Share Split so that they can be traded on Nasdaq.
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• |
The Company’s ADSs, which are trading on Nasdaq, currently represent outstanding DIs on a 1-for-2 basis, whereby each ADS represents the right to receive two Shares. As a result of the Reverse Share Split, the
ADSs will represent New Shares of the Company on a 1-for-1 basis. This will simplify an exchange of the ADSs for New Shares upon termination of the ADS facility and a Market Repositioning of the New Shares to Nasdaq.
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Following the Reverse Share Split, the Company’s Shareholders will still own the same proportion of the capital of the Company as immediately prior to the Reverse Share Split, subject to any fractions of New
Shares. As set out in the Frequently Asked Questions section accompanying the Circular, a process will be put in place so that any fractional interest resulting from such Reverse Share Split would entitle the holder of such fractional
interest to a cash payment in lieu thereof.
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• |
As described above, the main purpose of the Transaction is to transition to a sole listing of New Shares on Nasdaq. As such, the Mandatory ADS Exchange is necessary to complete this process.
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Both the Company and the ADS holders incur annual, transaction-specific and other fees under the ADS facility. By implementing the Mandatory ADS Exchange, which will result in ADS holders receiving New Shares
in exchange for their ADSs, these fees will no longer apply as the ADS facility will be terminated.
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5. |
Effect of the Transaction on Shareholders
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• |
As a result of the Reverse Share Split, all outstanding Shares will be consolidated at the ratio of one New Share for two existing Shares, and a process will be put in place so that any fractional interests
resulting from such share consolidation entitle the holder of such fractional interest to a cash payment in lieu thereof.
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• |
The Reverse Share Split will not affect the proportionate ownership of Shareholders, subject to the treatment of any fractions of New Shares not being issued but is necessary to ensure that each ADS represents
one New Share, which will simplify an exchange of the ADSs for Shares upon termination of the ADS program and a Market Repositioning of the New Shares to Nasdaq.
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• |
No U.K., U.S. or Israeli income or capital gains tax consequences are expected to arise as a result of the Reverse Share Split, save in the circumstances described in the Circular. No stamp duty or SDRT should
be payable as a result of the Reverse Share Split. However, it is strongly recommended that Shareholders obtain appropriate professional advice with respect of these and other taxes.
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Until the close of business in the U.K. on February 14, 2025, Shareholders can continue to trade Shares on AIM.
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Holders of DIs:
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Holders of certificated shares:
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The Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of an independent nominated adviser. The Company will also no longer be subject to the QCA Corporate Governance Code or be required
to comply with the continuing obligations set out in the Disclosure Guidance and Transparency Rules of the FCA or, provided the Company’s securities remain outside the scope of the regulation, UK MAR.
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The Company will be required to continue to comply with all regulatory requirements applicable to a foreign private issuer and Nasdaq listed company, including all applicable rules and regulations of the SEC, and the Israeli Companies Law,
as a company incorporated under the laws of the State of Israel.
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• |
As the Company is incorporated under the laws of Israel, Shareholders are not currently afforded the protections provided by the City Code on Takeovers and Mergers, and will not be afforded such protections following the Delisting.
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Shareholders will continue to be notified in writing of the availability of key documents on the Company’s website, including publication of annual reports and annual general meeting documentation in compliance with SEC and Nasdaq rules
and regulations and the Israeli Companies Law.
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No U.K., U.S. or Israeli income or capital gains tax consequences are expected to arise as a result of the Delisting. Shareholders should note that business relief for inheritance tax purposes will not apply to the New Shares when they are
listed on Nasdaq. It is strongly recommended that Shareholders obtain appropriate professional advice with respect of these and other taxes.
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• |
Holders of DIs currently trading on AIM should contact their financial intermediary about possible handling fees associated with repositioning their New Shares as well as costs associated with holding and trading New Shares listed on
Nasdaq.
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Notwithstanding the Company’s decision to proceed with the AIM Delisting, the Company is highly cognisant that a proportion of its shareholder base comprises U.K. based investors and therefore the Company has decided to retain Cavendish as
an adviser for the purposes of providing equity research in order to ensure that U.K. based investors retain access to research on the Company.
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6. |
Effects of the Transaction on ADS Holders
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Other than causing each ADS to represent one New Share, the Reverse Share Split is not expected to have any impact on ADS holders.
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The Delisting is not expected to have any direct impact on ADS holders, as the ADS facility will be terminated immediately before the Delisting.
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Following the Reverse Share Split, the Company will proceed with the Mandatory ADS Exchange pursuant to which holders of ADSs will receive the underlying New Shares in the context of the Reverse Share Split,
which will have a Committee on Uniform Securities Identification Procedures Number and will be listed on Nasdaq.
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To facilitate the Mandatory ADS Exchange, Citibank, N.A. (the “ADS Depositary”) shall close the books to the issuance and cancellation of ADSs at 5.00 p.m. (Eastern time)
on February 5, 2025 (the “ADS Books Closure Date”). Therefore, ADS holders who wish to cancel their ADSs in exchange for the underlying DIs must do so before the ADS Books Closure Date.
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As a result of the Mandatory ADS Exchange, each of the Company’s outstanding ADSs will be canceled and exchanged for one New Share it represents as follows:
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o |
ADSs held in brokerage accounts as well as ADSs in book-entry form on the books of the ADS Depositary will automatically be exchanged for New Shares without holders having to take any action.
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If there are any holders of certificated ADSs, Computershare, as transfer agent for purposes of the Mandatory ADS Exchange, will send such holders a letter of transmittal calling for surrender of their ADS certificate(s) in exchange for
New Shares.
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The New Shares received in exchange for ADSs will be listed on Nasdaq and the Nasdaq ADS listing will be terminated.
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The Transaction is not expected to have any tax consequences for ADS holders residing in the U.S. However, it is strongly recommended that Shareholders obtain appropriate professional advice with respect of
these and other taxes.
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ADS holders residing in the U.K. may be treated as having made a disposal of their holding as a result of the Mandatory ADS Exchange having implemented and all ADS holders outside the U.S. should seek their own
tax advice on any potential tax consequences.
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The Company will cover, on behalf of the ADS holders, the USD 0.05 per ADS cancellation fee due to the ADS Depositary under the terms of the New York law governed deposit agreement dated 22 June 2021 by and
among the Company, the ADS Depositary and all holders and beneficial owners of ADSs issued thereunder.
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7. |
Further information in relation to the AIM Delisting
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8. |
Details of the General Meeting and action to be taken in respect of the General Meeting
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9. |
Expected timetable for the AIM Delisting
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Dispatch of the Circular and the enclosed documents
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November 15, 2024
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Record Date
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November 20, 2024
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Latest date and time for holders of Depositary Interests to submit proxy instructions through CREST in respect of the
General Meeting
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December 17, 2024 at 10.30 a.m.
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Latest date and time for the certificated Shareholders to submit proxy instructions in respect of the General Meeting
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December 18, 2024 at 10.30 a.m.
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General Meeting
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December 20, 2024 at 12.30 p.m. (Israel Time)
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DI Termination mailing
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January 13, 2025
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30 days’ notice of the migration to CDIs
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January 15, 2025
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ADS Books Closure Date to the issuance and cancellation of ADSs
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February 5, 2025 at 5.00 p.m. (Eastern Time)
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Last day of dealings in the Shares on AIM
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February 14, 2025
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Cancellation of admission to trading on AIM of the Shares
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February 17, 2025 at 7.00 a.m.
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Record Date for the Reverse Share Split and existing DI ISIN IL0011320343 disabled in CREST
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February 14, 2025 at 6.00 p.m. (Eastern Time)
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Effective date for the Reverse Share Split
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February 14, 2025 at 6.01 p.m. (Eastern Time)
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Effective date for Termination of the ADS facility and Mandatory ADS Exchange
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February 14, 2025 at 6.02 p.m. (Eastern Time)
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Expected date on which CDIs (on new ISIN) will be enabled in CREST (new ISIN to follow)
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February 18, 2025
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New Shares begin trading on Nasdaq
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February 18, 2025
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Expected date for dispatch of DRS statements
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February 21, 2025
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(1) |
References to time in this announcement are to London time unless otherwise stated.
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(2) |
Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information
Service.
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(3) |
All steps after the General Meeting are dependent on the resolutions being passed at the General Meeting.
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(4) |
Capitalised terms used in this announcement that are not otherwise defined shall have the meaning given to them in the Circular published by the Company on November 15, 2024.
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3
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4
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19
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21
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A - 1
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B - 1
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Dispatch of this Document and the enclosed documents
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November 15, 2024
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Record Date
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November 20, 2024
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Latest date and time for holders of Depositary Interests to submit proxy instructions through CREST in respect of the
General Meeting
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December 17, 2024 at 10.30 a.m.
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Latest date and time for the certificated Shareholders to submit proxy instructions in respect of the General Meeting
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December 18, 2024 at 10.30 a.m.
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General Meeting
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December 20, 2024 at 12.30 p.m. (Israel Time)
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DI Termination mailing
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January 13, 2025
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30 days’ notice of the migration to CDIs
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January 15, 2025
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ADS Books Closure Date to the issuance and cancellation of ADSs
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February 5, 2025 at 5:00 pm (Eastern Time)
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Last day of dealings in the Shares on AIM
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February 14, 2025
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Cancellation of admission to trading on AIM of the Shares
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February 17, 2025 at 7.00 a.m.
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Record Date for the Reverse Share Split and existing DI ISIN IL0011320343 disabled in CREST
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February 14, 2025 at 6.00 p.m. (Eastern Time)
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Effective date for the Reverse Share Split
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February 14, 2025 at 6.01 p.m. (Eastern Time)
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Effective date for Termination of ADS facility and Mandatory ADS Exchange
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February 14, 2025 at 6.02 p.m. (Eastern Time)
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Expected date on which CDIs (on new ISIN) will be enabled in CREST (new ISIN to follow)
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February 18, 2025
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New Shares begin trading on Nasdaq
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February 18, 2025
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Expected date for dispatch of DRS statements
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February 21, 2025
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(1) |
References to time in this Document are to London time unless otherwise stated.
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(2) |
Each of the times and dates in the above timetable are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information
Service.
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(3) |
All steps after the General Meeting are dependent on the Delisting Resolution and Reverse Share Split Resolution being passed at the General Meeting.
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Directors
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Registered Office:
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Christopher Stibbs (Non-Executive Chairman)
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82 Yigal Alon Street
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Neil Jones (Senior Non-Executive Director)
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Tel Aviv
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Joanna Parnell (Non-Executive Director)
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6789124
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Lisa Klinger (Non-Executive Director)
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Israel
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Norm Johnston (Non-Executive Director)
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Daniel Kerstein (Non-Executive Director)
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November 15, 2024
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Rhys Summerton (Non-Executive Director) | |
Ofer Druker (Chief Executive Officer and Executive Director)
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2. |
Background
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3. |
Reasons for the Transaction
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• |
The cost of complying with the AIM Rules for Companies is duplicative of that for complying with the Nasdaq market rules and the rules and regulations of
the SEC and the Company sees advantages in reducing its cost base as it progresses its commercial strategy.
|
• |
Internal financial and legal staff time spent on compliance with the AIM Rules for Companies is duplicative of that required for compliance with the
Nasdaq market rules and the rules and regulations of the SEC.
|
• |
The Board believes the sole listing can better align the Company’s shares with other U.S.-listed AdTech companies; increase the potential for the Company
to attract new U.S. investors; widen the base of U.S. investors that can hold Nexxen’s shares which have been precluded from ownership due to the Company’s ADR structure; reduce trading volatility which can arise from being dual-listed;
reduce the Company’s trading structure complexity which can potentially lead to added U.S. investor and sell side coverage interest; significantly increase Nexxen’s potential to be included in some of the world’s largest indices,
potentially driving capital appreciation; and save significant costs associated with listing, compliance, regulatory, legal, consulting and other fees across two markets, the combination of which can potentially increase the Company’s
capital appreciation potential.
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• |
A Nasdaq-only listing structure will simplify investor communications.
|
• |
As a result of the Delisting, the Shares will no longer be traded on AIM. Holders of Shares currently traded on AIM will have, however, the ability prior
to the Delisting and after the Delisting, to reposition the New Shares resulting from the Reverse Share Split so that they can be traded on Nasdaq.
|
• |
The Company’s ADSs, which are trading on Nasdaq, currently represent outstanding Shares on a 1-for-2 basis, whereby each ADS represents the right to
receive two Shares. As a result of the Reverse Share Split, the ADSs will represent New Shares of the Company on a 1-for-1 basis. This will simplify an exchange of the ADSs for New Shares upon termination of the ADS facility and a Market
Repositioning of the New Shares to Nasdaq.
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• |
Following the Reverse Share Split, the Company’s Shareholders will still own the same proportion of the capital of the Company as immediately prior to the
Reverse Share Split, subject to any fractions of New Shares. As set out in the FAQs, a process will be put in place so that any fractional interest resulting from such Reverse Share Split would entitle the holder of such fractional interest
to a cash payment in lieu thereof.
|
• |
As described above, the main purpose of the Transaction is to transition to a sole listing of New Shares on Nasdaq. As such, the Mandatory ADS Exchange is
necessary to complete this process.
|
• |
Both the Company and the ADS holders incur annual, transaction-specific and other fees under the ADS facility. By implementing the Mandatory ADS Exchange,
which will result in ADS holders receiving New Shares in exchange for their ADSs, these fees will no longer apply as the ADS facility will be terminated.
|
• |
As a result of the Reverse Share Split, all outstanding Shares will be consolidated at the ratio of one New Share for two existing Shares, and a process
will be put in place so that any fractional interests resulting from such share consolidation entitle the holder of such fractional interest to a cash payment in lieu thereof.
|
• |
The Reverse Share Split will not affect the proportionate ownership of Shareholders, subject to the treatment of any fractions of New Shares not being
issued, but is necessary to ensure that each ADS represents one New Share, which will simplify an exchange of the ADSs for Shares upon termination of the ADS program and a Market Repositioning of the New Shares to Nasdaq.
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• |
No U.K., U.S. or Israeli income or capital gains tax consequences are expected to arise as a result of the Reverse Share Split, save in the circumstances
described in the Circular. No stamp duty or Stamp Duty Reserve Tax should be payable as a result of the Reverse Share Split. However, it is strongly recommended that Shareholders obtain appropriate professional advice with respect of these
and other taxes.
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• |
Until the close of business in the U.K. on February 14, 2025, Shareholders can continue to trade Shares on AIM.
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• |
Holders of DIs:
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o |
In order to ensure ease of cross-border movements of shares between the U.K. and U.S. markets for Shareholders, the Company has arranged for the DIs
issued by the DI Depositary to be replaced with CDIs representing New Shares held through the DTC system.
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o |
The Company has arranged with the DI Depositary for the current DI facility to be terminated with effect from the close of business in the U.K. on
February 14, 2025. In anticipation of this change, Share deposits and withdrawals will not be possible in CREST from the close of business on February 12, 2025. All depositary interests in the DI facility at the close of business in the
U.K. on February 14, 2025 will automatically be cancelled and replaced in CREST with CDIs representing the number of New Shares resulting from the Reverse Stock Split. Thereafter, Shareholders who desire to sell their Shares on Nasdaq
would send, or instruct their financial intermediary to send, a CDI cancellation instruction to CREST, instructing that the underlying securities be delivered into their accounts for trading. The CDIs will be issued in accordance with the
Euroclear UK & International Limited deed poll and holders of DIs should note that Euroclear UK & International Limited will be the contact for the purposes of any queries in relation to CDIs.
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o |
The CDIs are expected to be enabled for settlement in CREST during the trading day on February 18, 2025. There are likely to be delays in settlement of
trades in the Company’s New Shares on February 18, 2025.
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• |
Holders of certificated shares:
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o |
Following the Mandatory ADS Exchange, the Company’s share registry will be moved from the current DI Depositary to the Company’s U.S. transfer agent,
Computershare. Immediately following the Reverse Stock Split, all existing share certificates in issue will be deemed void and invalid from the point of transfer of the share register to Computershare in the U.S. and will be cancelled.
Shareholders’ holdings of Shares held in certificated form will be recorded directly on the Company’s share register which will be held in the Direct Registration System (DRS) and maintained by Computershare.
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• |
The Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of an independent nominated adviser. The
Company will also no longer be subject to the QCA Corporate Governance Code or be required to comply with the continuing obligations set out in the DTRs or, provided the Company’s securities remain outside the scope of the regulation, UK
MAR.
|
• |
The Company will be required to continue to comply with all regulatory requirements applicable to a foreign private issuer and Nasdaq listed company,
including all applicable rules and regulations of the SEC, and the Israeli Companies Law, as a company incorporated under the laws of the State of Israel.
|
• |
As the Company is incorporated under the laws of Israel, Shareholders are not currently afforded the protections provided by the City Code on Takeovers
and Mergers, and will not be afforded such protections following the Delisting.
|
• |
Shareholders will continue to be notified in writing of the availability of key documents on the Company’s website, including publication of annual
reports and annual general meeting documentation in compliance with SEC and Nasdaq rules and regulations and the Israeli Companies Law.
|
• |
No U.K., U.S. or Israeli income or capital gains tax consequences are expected to arise as a result of the Delisting. Shareholders should note that
business relief for inheritance tax purposes will not apply to the New Shares when they are listed on Nasdaq. It is strongly recommended that shareholders obtain appropriate professional advice with respect of these and other taxes.
|
• |
Holders of DIs currently trading on AIM should contact their financial intermediary about possible handling fees associated with repositioning their New
Shares as well as costs associated with holding and trading New Shares listed on Nasdaq.
|
• |
Notwithstanding the Company’s decision to proceed with the AIM Delisting, the Company is highly cognisant that a proportion of its shareholder base
comprises U.K. based investors and therefore the Company has decided to retain Cavendish as an adviser for the purposes of providing equity research in order to ensure that U.K. based investors retain access to research on the Company.
|
• |
Other than causing each ADS to represent one New Share, the Reverse Share Split is not expected to have any impact on ADS holders.
|
• |
The Delisting is not expected to have any direct impact on ADS holders, as the ADS facility will be terminated immediately before the Delisting.
|
• |
Following the Reverse Share Split, the Company will proceed with the Mandatory ADS Exchange pursuant to which holders of ADSs will receive the underlying
New Shares in the context of the Reverse Share Split, which will have a Committee on Uniform Securities Identification Procedures Number and will be listed on Nasdaq.
|
• |
To facilitate the Mandatory ADS Exchange, the ADS Depositary shall close the books to the issuance and cancellation of ADSs at 5.00 p.m. (Eastern time) on
February 5, 2025 (the “ADS Books Closure Date”). Therefore, ADS holders who wish to cancel their ADSs in exchange for the underlying DIs must do so before the ADS Books Closure Date.
|
• |
As a result of the Mandatory ADS Exchange, each of the Company’s outstanding ADSs will be canceled and exchanged for one New Share it represents as
follows:
|
o |
ADSs held in brokerage accounts as well as ADSs in book-entry form on the books of Citibank, N.A. (the “ADS Depositary”) will automatically be exchanged
for New Shares without holders having to take any action.
|
o |
If there are any holders of certificated ADSs, the Transfer Agent for purposes of the Mandatory ADS Exchange, will send such holders a letter of
transmittal calling for surrender of their ADS certificate(s) in exchange for New Shares.
|
• |
The New Shares received in exchange for ADSs will be listed on Nasdaq and the Nasdaq ADS listing will be terminated.
|
• |
The Transaction is not expected to have any tax consequences for ADS holders residing in the US. However, it is strongly recommended that shareholders
obtain appropriate professional advice with respect of these and other taxes.
|
• |
ADS holders residing in the U.K. may be treated as having made a disposal of their holding as a result of the Mandatory ADS Exchange having implemented
and all ADS holders outside the U.S. should seek their own tax advice on any potential tax consequences.
|
• |
The Company will cover, on behalf of the ADS holders, the USD 0.05 per ADS cancellation fee due to the ADS Depositary under the terms of the Deposit
Agreement.
|
6. |
Further information in relation to the AIM Delisting
|
7. |
Proposed amendments to the Articles
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8. |
Election of Directors
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9. |
Re-appointment of the Company’s Independent External Auditor for 2024
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Year Ending December 31,
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|||||||||
2023
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2022
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||||||||
(US$ ‘000)
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|||||||||
Audit Fees(1):
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826
|
842
|
|||||||
Audit-related fees(2):
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-
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130
|
|||||||
Tax fees:
|
281
|
288
|
|||||||
TOTAL:
|
1,107
|
1,260
|
(1) |
“Audit fees” are the aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory
filings or engagements.
|
(2) |
“Audit-related fees” are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit fees. These fees primarily consist of accounting
consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time.
|
10. |
Proposed Increase to Share Reserves of the Company’s Equity Compensation Plans
|
Overhang
|
As of November 15, 2024
|
|||
Total number of ordinary shares subject to outstanding options
|
2,996,050
|
|||
Weighted-average exercise price of outstanding options
|
|
$ 8.52 (£6.59)
|
||
Weighted-average remaining term of outstanding options
|
3.32 years
|
|||
Total number of ordinary shares subject to outstanding full value awards
|
5,272,172
|
|||
Total number of ordinary shares available for grant under the 2011 Plan
|
528,777
|
|||
Total number of ordinary shares available for grant under the 2017 Plan
|
1,223,835
|
As of November 13, 2024
|
||||
Total number of ordinary shares outstanding
|
133,089,850
|
|||
Per-share closing price of ordinary shares as reported on AIM
|
|
£ 2.965
|
||
Per-share closing price of ADSs as reported on Nasdaq Global Market
|
|
$ 3.765
|
Fiscal Year
|
||||||||||||
2023
|
2022
|
2021
|
||||||||||
Total number of ordinary shares subject to options granted
|
0
|
620,000
|
3,254,922
|
|||||||||
Total number of ordinary shares subject to restricted share unit time-based awards granted
|
352,800 |
777,448
|
7,366,472
|
|||||||||
Total number of ordinary shares subject to performance- based share unit awards granted
|
143,700 |
168,048
|
2,668,240
|
|||||||||
Weighted-average number of ordinary shares outstanding (CSO)
|
143,920,870 | 149,937,339 | 144,493,989 |
Burn Rate
|
0.3
|
%
|
1.0
|
%
|
9.2
|
%
|
||||||
Burn Rate (net of cancellations)
|
-0.5
|
%
|
0.3
|
%
|
8.9
|
%
|
||||||
Burn Rate (net of cancellations and buybacks)
|
-2.4
|
%
|
-11.0
|
%
|
8.2
|
%
|
• |
Maintain market-competitive pay programs and support ongoing retention of talent
|
• |
Use incentive programs as a tool to support business strategy and drive desired behavior
|
• |
Align participants with multi-year business success/outcomes
|
• |
Pay for performance and encourage outperformance versus goals/plan
|
• |
Support risk management by using multiple performance measurement periods
|
• |
Intent is, over time, for actual pay delivered to our executives to be commensurate with actual financial performance outcomes and shareholder value creation outcomes,
through an emphasis on performance-based pay
|
AdTheorent Holding Co.*
|
LiveRamp Holdings, Inc.
|
TechTarget, Inc.
|
Cardlytics, Inc.
|
Magnite, Inc.
|
Upland Software, Inc.
|
comScore, Inc.
|
Perion Network Ltd.
|
Viant Technology, Inc.
|
Digital Turbine, Inc.
|
Pubmatic, Inc.
|
|
Liveperson, Inc.
|
QuinStreet, Inc.
|
• |
Base Salary: Annual base salary of $750,000 (an increase from the current annual base salary of $720,000),
effective January 1, 2024.
|
• |
Annual Cash Bonus: Mr. Druker shall be entitled to a target annual cash bonus of 0% to 200% base salary
($1.5 million) with an over-achievement rate capped at 150% of the target annual bonus (300% base salary), effective for fiscal years 2024 and 2025 (an increase from the current target annual bonus of 100% base salary).
|
o |
The cash bonus performance targets shall be set annually by the Compensation Committee and the Board in accordance with the Company’s Remuneration Policy
for Directors and Officers. The 2024 performance targets are tied to the achievement of the Company’s revenue and Adjusted EBITDA targets.
|
o |
Mr. Druker’s entitlement to an annual bonus beyond 100% of the base salary shall be subject to the Shareholders approving the proposed amendment to the
Company’s Remuneration Policy for Directors and Officers in Resolution 15, as detailed below.
|
• |
RSU Award Value. The CEO shall be granted an RSU award with a target value of $437,500.
|
• |
Vesting. The RSU award shall vest in full, 12 months after the date the grant was approved by the Board (August 25, 2025),
provided Mr. Druker is engaged by the Company on the vesting date.
|
• |
PSU Award Value. The CEO shall be granted a PSU award with a target grant value of $1,312,500.
|
• |
Vesting. The PSU award shall be subject to both performance- and time-based vesting conditions; performance
measurement periods of two years (27% of the PSUs) and one year (73% of the PSUs), and subject to the achievement of pre-defined Adjusted EBITDA and relative Total Shareholder Return (TSR) threshold, target and maximum goals. The
Compensation Committee established metrics that provide balance between absolute financial results and relative stock price performance, with goals that it believes are appropriately challenging to achieve.
|
• |
Payout for PSU awards, if any, will be assessed annually considering actual performance results versus the pre-defined goals and subject to Mr. Druker
being engaged by the Company on the relevant vesting dates, unless otherwise defined herein.
|
• |
Grant Date. The equity compensation awards shall be granted to the CEO on the date the CEO Compensation Package is approved
by the Shareholders at the General Meeting.
|
• |
The number of Shares subject to the RSU and PSU awards shall be calculated based on the average closing price for the ADSs on Nasdaq on the 20 trading
days ending on the date of grant.
|
• |
Potential Above Target Payout. Above target payout shall be contingent upon shareholder approval of an expanded
share reserve in year of performance or time-based vesting event. If sufficient Shares are not available, above target payout could be in cash, capped at 1.5x target grant value.
|
• |
Acceleration of Vesting in Certain Events. The awards shall be subject to “double trigger” change of control
acceleration. In such event, all outstanding equity compensation awards held by the CEO at such time shall immediately vest in full, with any applicable performance conditions deemed to be achieved at target.
|
• |
Termination Events. If the CEO elects to leave (retire) at any point after 2 years from January 1, 2024, assuming
he gives the Board at least 6 months prior written notice, his unvested RSUs and PSUs will continue to vest in full post-retirement and payout on the standard vesting/payout dates and based on the same payout factor (percent of target) as
other participants, assuming reasonable support for transition prior to retirement and assuming he complies with post-retirement restrictive covenants (including, as necessary, continuing to serve as a director or other service provider
during the post-retirement period), subject to the Shareholders approving the proposed amendment to the Company’s Remuneration Policy for Directors and Officers in Resolution 15, as detailed below.
|
• |
Stock Ownership Guidelines. The CEO shall be expected to maintain ownership of Company securities with a value
of at least 6X his annual base salary.
|
12. |
Related Party Transaction
|
13. |
Amendment to the Remuneration Policy for Directors and Executives
|
15. |
Directors’ recommendation and voting intentions
|
ADSs
|
American Depositary Shares, each representing the right to receive two (2) Depositary Interests, with each one (1) Depositary Interest representing one (1) Ordinary Share;
|
ADS Depositary
|
Citibank, N.A.;
|
AIM
|
AIM, a market operated by the London Stock Exchange;
|
AIM Delisting
|
the cancellation of the admission of the Ordinary Shares to trading on AIM;
|
AIM Rules for Companies
|
the rules and guidance for companies whose shares are admitted to trading on AIM entitled “AIM Rules for Companies” published by the London Stock Exchange as
amended from time to time;
|
Articles
|
the articles of association of the Company in force as at the date of this Document;
|
Auditor
|
the independent external auditor of the Company;
|
Cavendish
|
Cavendish Capital Markets Limited;
|
CDIs
|
CREST depository interests;
|
Circular or Document
|
this circular prepared in relation to the AIM Delisting and the General Meeting;
|
Company or Nexxen
|
Nexxen International Ltd.;
|
Computershare
|
Computershare Trust Company, N.A.;
|
CREST
|
the computerised settlement system to facilitate transfer of title to or interest in securities in uncertificated form operated by Euroclear UK & International Limited;
|
Delisting Resolution
|
resolution No. 1 to be proposed at the General Meeting as set out in the Notice of General Meeting;
|
Deposit Agreement
|
the New York law governed deposit agreement dated 22 June 2021 by and among the Company, the ADS Depositary and all holders and beneficial owners of ADSs issued thereunder;
|
DI Depositary
|
Link Market Services Trustees Limited;
|
Depositary Interests (DIs)
|
a depositary interest issued by the Depositary representing an entitlement to an Ordinary Share, which may be traded through CREST in dematerialised form;
|
Directors or Board
|
the directors of the Company as at the date of this Document whose names are Christopher Stibbs, Neil Jones, Joanna Parnell, Lisa Klinger, Norm Johnston, and Ofer Druker;
|
DTC
|
The Depository Trust Company, a US-based corporation that is a central securities depository providing electronic record-keeping of securities balances;
|
DTRs
|
the Disclosure Guidance and Transparency Rules of the FCA;
|
FCA
|
the Financial Conduct Authority;
|
General Meeting
|
the Annual General Meeting of the Company, notice of which is set out at the end of this Document;
|
HMRC
|
His Majesty’s Revenue & Customs;
|
Israeli Companies Law
|
the Israeli Companies Law, 5759-1999;
|
Independent Directors
|
The Independent Directors of the Company, who are independent of the transaction, being all of the Directors save for Mr. Ofer Druker;
|
London Stock Exchange
|
London Stock Exchange PLC;
|
Nasdaq
|
the Nasdaq Global Market;
|
NIS
|
Israeli New Shekels, the lawful currency of the state of Israel;
|
Notice of General Meeting
|
the notice convening the Annual General Meeting as set out at the end of this Document;
|
Link Group
|
Link Market Services Limited, trading as Link Group;
|
Registrars
|
Link Market Services (Guernsey) Limited;
|
Resolutions
|
the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting;
|
Reverse Share Split Resolution
|
resolution No. 2 to be proposed at the General Meeting as set out in the Notice of General Meeting;
|
SEC
|
the U.S. Securities and Exchange Commission;
|
Shares
|
ordinary shares of NIS 0.01 each in the capital of the Company;
|
Shareholder(s)
|
holder(s) of Ordinary Shares and/or Depositary Interests including through ADSs;
|
Transfer Agent
|
Computershare Trust Company, N.A.;
|
U.S. or United States
|
the United States of America;
|
UK MAR
|
Regulation (EU) No.596/2014 which forms part of domestic law in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018; and
|
U.K. or United Kingdom
|
the United Kingdom of Great Britain and Northern Ireland.
|
1. |
THAT, in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM of the ordinary shares of NIS 0.01 each in the
capital of the Company be and is hereby approved and the directors of the Company be authorised to take all action reasonable or necessary to effect such cancellation.
|
2. |
THAT, a reverse share split of the Company’s ordinary shares, par value NIS 0.01 per share, at a ratio of 2-for-1, upon the terms and timing to be determined by the Board, be and is hereby
approved.
|
3. |
THAT, conditional on the passing of Resolutions 1 and 2 and with effect from the date of the Delisting, the articles of association of the Company be amended by
removing the provisions of Article 10 and Article 74 and amending Articles 1, 4 and 18 as set out in Appendix B to the Circular of which this notice forms part.
|
4. |
THAT, Christopher Stibbs, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as an independent non-executive director to hold
office until the close of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified (if re-elected, Mr. Stibbs shall continue to serve as Chairman of the Company’s board of directors
following the General Meeting).
|
5. |
THAT, Neil Jones, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as the Company’s senior non-executive director to hold office
until the close of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
6. |
THAT, Joanna Parnell, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close
of the annual general meeting of the Company in 2025, and until her respective successor is duly elected and qualified.
|
7. |
THAT, Lisa Klinger, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close
of the annual general meeting of the Company in 2025, and until her respective successor is duly elected and qualified.
|
8. |
THAT, Norm Johnston, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close
of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
9. |
THAT, Daniel Kerstein, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the
close of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
10. |
THAT, Rhys Summerton, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the
close of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
11. |
THAT, Ofer Druker, who retires by rotation pursuant to Article 42 of the Company’s, be re- elected as a director to hold office until the close of the annual general
meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
12. |
THAT, Somekh Chaikin, Member Firm of KPMG International, be re-appointed as the Company’s independent external auditor for the year ending 31 December 2024, and its service be approved until the
annual general meeting of shareholders held in 2025 and to authorise the Company’s board of directors (or, the Audit Committee, if authorised by the Board) to fix its remuneration.
|
13. |
THAT, in accordance with the recommendation of the Compensation Committee and the Board, to approve (i) an increase to the share reserve of the Company’s Global Share
Incentive Plan (2011) by 1,200,000 Shares to a total of 1,728,777 available Shares, and (ii) an increase to the share reserve of the Company’s 2017 Equity Incentive Plan by 3,500,000 Shares to a total of 4,723,835 available Shares.
|
14. |
THAT, in accordance with the recommendation of the Compensation Committee and the Board of Directors and the requirements of the Israeli Companies Law, to approve the
CEO Compensation Package, as set forth in the Circular which this notice forms part.
|
15. |
THAT, in accordance with the recommendation of the Compensation Committee and the Board and the requirements of the Israeli Companies Law, the Company’s Remuneration
Policy for Directors and Executives be amended, as set forth in the Circular which this notice forms part.
|
November 15, 2024
|
|
Registered Office:
|
By order of the Board
|
82 Yigal Alon Street
|
|
Tel Aviv
|
Yaniv Carmi
|
6789124
|
Company Secretary
|
Israel
|
|
1. |
Holders of Depositary Interests may only instruct Link Market Services Trustees Limited (the “Depositary”) who
will appoint the chairman as their proxy to vote at the meeting. Depositary Interest holders wishing to attend, speak and vote at the meeting should contact Link Group to request a Letter of Representation and this instruction is covered
off in the notes on the Form of Direction.
|
2. |
If you do not have a Form of Proxy or Form of Direction and believe that you should have one, or if you require additional forms, please contact Link
Group by emailing shareholderenquiries@linkgroup.co.uk or you may call on +44 (0) 371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The shareholder helpline is open from 9.00 a.m. to 5.30 p.m. GMT, Monday to Friday, excluding public holidays in England and Wales). All forms must be signed and should be returned together in the same
envelope.
|
3. |
To be valid, any Form of Proxy or other instrument appointing a proxy and any power of attorney or other authority under which it is signed, or a notarially
certified or office copy of such power or authority, must be received by post or (during normal business hours only) by hand at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 10.30 a.m. on
December 18, 2024.
|
4. |
In the case of Depositary Interest holders, a Form of Direction must be completed in order to instruct the Depositary to vote on the holder’s behalf
at the meeting. To be effective, a completed and signed Form of Direction must be deposited at Link Group by no later than 10.30 a.m. on December 17, 2024.
|
5. |
The return of a completed Form of Proxy, Form of Direction, or other such instrument or any CREST Proxy Instruction (as described in paragraph 14 below)
will not prevent a shareholder or Depositary Interest holder attending the General Meeting and voting in person if he/she wishes to do so.
|
6. |
Unless otherwise indicated on the Form of Proxy, Form of direction or any other electronic voting instruction, the proxy will vote as they think fit or,
at their discretion, withhold from voting.
|
7. |
Alternatively, you may instead submit your proxy vote or instruction electronically by accessing the shareholder portal at www.signalshares.com, logging
in and selecting the ‘Vote Online Now’ link. You will require your username and password in order to log in and vote. If you have forgotten your username or password, you can request a reminder via the shareholder portal. If you have not
previously registered to use the portal, you will require your investor code (‘IVC’) which can be found on your share certificate. Proxy votes should be submitted as early as possible and, in any event, not less than 48 hours for
shareholders and 72 hours for the depository interest holders (excluding weekends and bank holidays) before the time for holding the meeting and if not so submitted shall be invalid.
|
8. |
Pursuant to the Israeli Companies Law, to be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company
of the votes they may cast), shareholders must be registered in the register of the Company at by no later than 10.30 a.m. GMT on November 20, 2024. Changes to the Company’s register after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the General Meeting. The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israel Companies Law is November 22, 2024.
|
9. |
The quorum for the General Meeting shall be two or more shareholders present in person or by proxy and holding shares conferring in the aggregate 25 per
cent of the voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the same day in the next week, at the same time and place, or to such day and
at such time and place as the Chairman may determine.
|
10. |
Any shareholder attending the General Meeting is entitled pursuant to the Israeli Companies Law to ask any question relating to the business being dealt
with at the meeting. The Company will answer any such questions unless (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (ii) the answer has already been given
on a website in the form of any answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
|
11. |
As at November 14, 2024, the Company’s issued share capital consisted of 197,550,375 ordinary shares, with (i) 58,830,845 ordinary shares held by the
Company and reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon), which the Company holds in Treasury, and (ii) 5,629,680 ordinary shares held by subsidiaries of the Company without any voting
rights in accordance with the Israeli Companies Law. Therefore, the total voting rights in the Company as at November 14, 2024 were 133,089,850 ordinary shares.
|
12. |
The Board recommends that shareholders vote in favour of all items in the Notice.
|
13. |
Holders of Depositary Interests who are CREST members and submit their instruction through the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who
will be able to take the appropriate action on their behalf.
|
14. |
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message,
regardless of whether it constitutes the appointment of a proxy or is an amendment to an instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent ID (RA10) by
10.30 a.m. GMT on December 17, 2024 for DI holders. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent is
able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
|
15. |
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special
procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
|
16. |
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
|
17. |
Pursuant to the Israeli Companies Law, the approval of each of the Resolutions requires the affirmative vote of the holders of a majority of the voting
power represented and voting on the resolution in person or by proxy. Pursuant to the AIM Rules for Companies, the approval of Resolution 1 requires the consent of not less than 75 per cent. of votes cast by shareholders at the Annual
General Meeting. In addition, the affirmative vote of the holders of a majority of the voting power represented and voting on each of Resolutions 14 and 15, in person or by proxy, must either include at least a majority of the ordinary
shares who are not controlling shareholders of the Company nor are they shareholders who have a personal interest in such Resolution, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against
such Resolution must not represent more than two per cent of the outstanding ordinary shares. For this purpose, in accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock
Exchanges), 5760-2000 (the “Relief Regulations”), a shareholder submitting a vote for Resolution 14 and/or 15 is deemed to confirm to the Company that such shareholder does not have a personal interest in the such Resolution(s) and is not a
controlling shareholder, unless such shareholder had delivered to the Company a notice in writing stating otherwise, no later than December 19, 2024 10.30 a.m. BST), to the attention of the Company’s Chief Financial Officer, at the
Company’s registered office at 82 Yigal Alon Street, Tel Aviv, 6789124, Israel.
|
18. |
Copies of all documents referenced in this Notice are available for inspection during normal business hours at the registered office of the Company on any
weekday (Fridays and public holidays excluded) and Sundays. The annual compensation earned during 2023 by the Company’s five most highly-compensated executive officers is outlined in Item 6 of the Company’s Annual Report on Form 20-F for
the year ended December 31, 2023, as filed with the Securities and Exchange Commission on March 6, 2024.
|
• |
A holder of ADS may be treated as having made a disposal of their holding by reason of the Mandatory ADS Exchange being implemented.
|
• |
If a holder of Shares or ADSs receives cash in respect of fractional entitlements and the amount of cash does not exceed their base cost, an amount equal to the amount of such cash will be deducted from the base cost of the New Shares.
In the event that cash is received by the holder, or the holder does not receive any New Shares, such holder will be treated as disposing of, or making a part disposal of, their holding and may be subject to tax on the amount of any
chargeable gain realised.
|
26A.
|
SHAREHOLDER PROPOSAL REQUEST
|
(A) |
Sub-Article 70(b)(ii) to 70(b)(v); and
|
(B) |
Sub-Article 70(b)(i), provided that the undertaking to indemnify is limited to such events which the Directors shall deem to be likely to occur in light of the operations of the Company at the time that the undertaking to indemnify is
made and for such amounts or criteria which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances.
|
Form of Proxy
|
Annual General Meeting
|
1. |
THAT, in accordance with Rule 41 of the AIM Rules for
Companies, the cancellation of the admission to trading on AIM of the ordinary shares of NIS 0.01 each in the capital of the Company be and is hereby approved and the directors of the Company be authorised to take all action reasonable or
necessary to effect such cancellation.
|
2. |
THAT, a reverse share split of the Company’s ordinary shares,
par value NIS 0.01 per share, at a ratio of 2-for-1, upon the terms and timing to be determined by the Board, be and is hereby approved.
|
3. |
THAT, conditional on the passing of Resolutions 1 and 2 and
with effect from the date of the Delisting, the articles of association of the Company be amended by removing the provisions of Article 10 and Article 74 and amending Articles 1, 4 and 18 as set out in Appendix B to the Circular.
|
4. |
THAT, Christopher Stibbs, who retires by rotation pursuant to
Article 42 of the Company’s Articles, be re-elected as an independent non-executive director to hold office until the close of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and
qualified (if re-elected, Mr. Stibbs shall continue to serve as Chairman of the Company’s board of directors following the General Meeting).
|
5. |
THAT, Neil Jones, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as the Company’s senior non-executive director to hold office until the close of the
annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
6. |
THAT, Joanna Parnell, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close of the annual general
meeting of the Company in 2025, and until her respective successor is duly elected and qualified.
|
7. |
THAT, Lisa Klinger, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close of the annual general
meeting of the Company in 2025, and until her respective successor is duly elected and qualified.
|
8. |
THAT, Norm Johnston, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close of the annual general
meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
9. |
THAT, Daniel Kerstein, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close of the annual general
meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
10. |
THAT, Rhys Summerton, who retires by rotation pursuant to Article 42 of the Company’s Articles, be re-elected as a non-executive director to hold office until the close of the annual general
meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
11. |
THAT, Ofer Druker, who retires by rotation pursuant to Article
42 of the Company’s, be re-elected as a director to hold office until the close of the annual general meeting of the Company in 2025, and until his respective successor is duly elected and qualified.
|
12. |
THAT, Somekh Chaikin, Member Firm of KPMG International, be
re-appointed as the Company’s independent external auditor for the year ending 31 December 2024, and its service be approved until the annual general meeting of shareholders held in 2024 and to authorise the Board (or, the Audit Committee,
if authorised by the Board) to fix its remuneration.
|
13. |
THAT, in accordance with the recommendation of the Compensation
Committee and the Board, to approve (i) an increase to the share reserve of the Company’s Global Share Incentive Plan (2011) by 1,200,000 Shares to a total of 1,728,777 available Shares, and (ii) an increase to the share reserve of the
Company’s 2017 Equity Incentive Plan by 3,500,000 Shares to a total of 4,723,835 available Shares.
|
14. |
THAT, in accordance with the recommendation of the Compensation
Committee and the Board and the requirements of the Israeli Companies Law, to approve the CEO Compensation Package, as set forth in the Circular.
|
15. |
THAT, in accordance with the recommendation of the Compensation
Committee and the Board and the requirements of the Israeli Companies Law, the Company’s Remuneration Policy for Directors and Executives be amended, as set forth in the Circular.
|
Signature(s):
|
………………………………………………………………..
|
Date:
|
…………………………2024
|
1. |
If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Link Group by emailing shareholderenquiries@linkgroup.co.uk or you may call on +44 (0) 371 664 0300 (calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable international rate. The shareholder helpline is open from 9.00 a.m. to 5.30 p.m. GMT, Monday – Friday excluding public holidays in England and Wales). All forms
must be signed and should be returned together in the same envelope.
|
2. |
To be valid, any Form of Proxy or other instrument appointing a proxy and any power of attorney or other authority under which it is signed, or a notarially certified
or office copy of such power or authority, must be received by post or (during normal business hours only) by hand at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 10:30 a.m. GMT on December 18,
2024.
|
3. |
The return of a completed Form of Proxy, or other such instrument will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes
to do so.
|
4. |
Alternatively, you may instead submit your proxy vote or instruction electronically by accessing the shareholder portal at www.signalshares.com, logging in and
selecting the ‘Vote Online Now’ link. You will require your username and password in order to log in and vote. If you have forgotten your username or password you can request a reminder via the shareholder portal. If you have not previously
registered to use the portal you will require your investor code (‘IVC’) which can be found on your share certificate. Proxy votes should be submitted as early as possible and, in any event, not less than 48 hours (excluding weekends and
bank holidays) before the time for holding the meeting and if not so submitted shall be invalid.
|
5. |
Pursuant to the Israeli Companies Law, to be entitled to attend and vote at the General Meeting (and for the purpose of the determination by the Company of the votes
they may cast), shareholders must be registered in the register of the Company at by no later than 10:30 am GMT on November 20, 2024. Changes to the Company’s register after the relevant deadline shall be disregarded in determining the
rights of any person to attend and vote at the General Meeting. The last date for submitting a request to include a proposal in accordance with Section 66(b) of the Israel Companies Law is November 22, 2024.
|
6. |
The quorum for the General Meeting shall be two or more shareholders present in person or by proxy and holding shares conferring in the aggregate 25 per cent of the
voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the same day in the next week, at the same time and place, or to such day and at such
time and place as the Chairman may determine.
|
7. |
Any shareholder attending the General Meeting is entitled pursuant to the Israeli Companies Law to ask any question relating to the business being dealt with at the
meeting. The Company will answer any such questions unless (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (ii) the answer has already been given on a
website in the form of any answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
|
8. |
As at November 14, 2024, the Company’s issued share capital consisted of 197,550,375 ordinary shares, with (i) 58,830,845 ordinary shares held by the Company and
reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon), which the Company holds in Treasury, and (ii) 5,629,680 ordinary shares held by subsidiaries of the Company without any voting rights in
accordance with the Israeli Companies Law. Therefore, the total voting rights in the Company as at November 14, 2024 were 133,089,850 ordinary shares.
|
9. |
The Board recommends that shareholders vote in favour of all items in the Notice.
|
10. |
Pursuant to the Israeli Companies Law, the approval of each of the Resolutions requires the affirmative vote of the holders of a majority of the voting power
represented and voting on the resolution in person or by proxy. Pursuant to the AIM Rules for Companies the approval of Resolution 1 requires the consent of not less than 75 per cent of votes cast by shareholders at the Annual General
Meeting. In addition, the affirmative vote of the holders of a majority of the voting power represented and voting on each of Resolutions 14 and 15, in person or by proxy, must either include at least a majority of the ordinary shares who
are not controlling shareholders of the Company nor are they shareholders who have a personal interest in such Resolution, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against such
Resolution must not represent more than two per cent of the outstanding ordinary shares. For this purpose, in accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges),
5760-2000 (the “Relief Regulations”), a shareholder submitting a vote for Resolution 14 and/or 15 is deemed to confirm to the Company that such shareholder does not have a personal interest in the such Resolution(s) and is not a controlling
shareholder, unless such shareholder had delivered to the Company a notice in writing stating otherwise, no later than December 19, 2024 10.30 a.m. BST), to the attention of the Company’s Chief Financial Officer, at the Company’s registered
office at 82 Yigal Alon Street, Tel Aviv, 6789124, Israel
|
11. |
Copies of all documents referenced in this Notice are available for inspection during
normal business hours at the registered office of the Company on any weekday (Fridays and public holidays excluded) and Sundays. The annual compensation
earned during the year of 2023 by the Company’s five most highly-compensated executive officers is outlined in Item 6 of the Company’s Annual Report on Form 20-F for the year ended December 31, 2023, as filed with the U.S. Securities and
Exchange Commission on March 6, 2024.
|
Form of Direction
|
Annual General Meeting
|
I/We
|
Of
|
Resolutions
|
Your vote
|
|||
For
|
Against
|
Withheld
|
||
1.
|
To cancel the admission to trading on AIM of the ordinary shares of NIS 0.01 each in the capital of the Company and to authorise
the directors of the Company to take all action reasonable or necessary to effect such cancellation.
|
|||
2.
|
To approve a reverse share split of the Company’s ordinary shares, par value NIS 0.01 per share, at a ratio of 2-for-1, upon the
terms and timing to be determined by the Board.
|
|||
3.
|
To remove the provisions of Article 10 and Article 74 and amend Articles 1, 4 and 18 of the articles of association of the
Company.
|
|||
4.
|
To re-elect Christopher Stibbs as an independent
non-executive director.
|
|||
5.
|
To re-elect Neil Jones as a senior non-executive
director.
|
|||
6.
|
To re-elect Joanna Parnell as a non-executive
director.
|
|||
7.
|
To re-elect Lisa Klinger as a non-executive
director.
|
|||
8.
|
To re-elect Norm Johnston as a non-executive
director.
|
|||
9.
|
To re-elect Daniel Kerstein as a non-executive
director.
|
|||
10.
|
To re-elect Rhys Summerton as a non-executive
director.
|
|||
11.
|
To re-elect Ofer Druker as a director.
|
|||
12.
|
To re-appoint Somekh Chaikin, Member Firm of KPMG International as the Company’s independent external auditor for 2024 until the
annual general meeting of shareholders held in 2025 and to authorise the Company’s Board of Directors (or, the Audit Committee, if authorised by the Board of Directors) to fix their remuneration.
|
|||
13.
|
To approve an increase to the share reserve of the Company’s Global Share Incentive Plan (2011) and an increase to the share
reserve of the Company’s 2017 Equity Incentive Plan, as set out in the Circular provided.
|
|||
14.
|
To approve the CEO Compensation Package, as set out in the Circular provided.
|
|||
15.
|
To amend the Company’s Remuneration Policy for Directors and Executives, as set out in the Circular provided.
|
1. |
Holders of Depositary Interests may only instruct Link Market Services Trustees Limited (the “Depositary”) who will appoint the chairman as their proxy to vote at the meeting. Depository Interest holders wishing to attend the meeting should request a Letter of Representation by contacting the
Depository at Link Market Services Trustees Limited, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or by e-mail at nominee.enquiries@linkgroup.co.uk, by no later than 10:30 a.m. GMT on December 17, 2024.
|
2. |
In the case of Depositary Interest holders, a Form of Direction must be completed in order to instruct the Depositary to vote on the holder’s behalf at the meeting. To
be effective, a completed and signed Form of Direction must be deposited at Link Group at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 10:30 a.m. GMT on December 17, 2024.
|
3. |
The return of a completed Form of Proxy, Form of Direction, or other such instrument or any CREST Proxy Instruction (as described in paragraph 10 below) will not
prevent a shareholder or Depositary Interest holder attending the General Meeting and voting in person if he/she wishes to do so.
|
4. |
Alternatively, you may instead submit your instruction electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the ‘Vote
Online Now’ link. You will require your username and password in order to log in and vote. If you have forgotten your username or password you can request a reminder via the shareholder portal. If you have not previously registered to use the
portal you will require your investor code (‘IVC’) which can be found on your share certificate. Instructions should be submitted as early as possible and, in any event, not less than 72 hours (excluding weekends and bank holidays) before the
time for holding the meeting and if not so submitted shall be invalid.
|
5. |
The quorum for the General Meeting shall be two or more shareholders present in person or by proxy and holding shares conferring in the aggregate 25 per cent of the
voting power of the Company. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the same day in the next week, at the same time and place, or to such day and at such time
and place as the Chairman may determine.
|
6. |
Any shareholder attending the General Meeting is entitled pursuant to the Israeli Companies Law to ask any question relating to the business being dealt with at the
meeting. The Company will answer any such questions unless (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (ii) the answer has already been given on a website
in the form of any answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
|
7. |
As at November 14, 2024, the Company’s issued share capital consisted of 197,550,375 ordinary shares, with (i) 58,830,845 ordinary shares held by the Company and
reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon), which the Company holds in Treasury, and (ii) 5,629,680 ordinary shares held by subsidiaries of the Company without any voting rights in
accordance with the Israeli Companies Law. Therefore, the total voting rights in the Company as at November 14, 2024 were 133,089,850 ordinary shares.
|
8. |
The Board recommends that shareholders vote in favour of all items in the Notice.
|
9. |
Holders of Depositary Interests who are CREST members and submit their instruction through the CREST electronic proxy appointment service may do so by using the
procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who will be able
to take the appropriate action on their behalf.
|
10. |
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear’s specifications, and must contain the information required for such instruction, as described
in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to an instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by
the issuer’s agent ID (RA10) by 10:30 a.m. GMT on 17 December 2024 . For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the
issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
|
11. |
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for
any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
|
12. |
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
|
13. |
Pursuant to the Israeli Companies Law, the approval of each of the Resolutions requires the affirmative vote of the holders of a majority of the voting power
represented and voting on the resolution in person or by proxy. Pursuant to the AIM Rules for Companies the approval of Resolution 1 requires the consent of not less than 75 per cent of votes cast by shareholders at the Annual General
Meeting. In addition, the affirmative vote of the holders of a majority of the voting power represented and voting on Resolutions 14 and 15, in person or by proxy, must either include at least a majority of the ordinary shares who are not
controlling shareholders of the Company nor are they shareholders who have a personal interest in such Resolution, or the total ordinary shares of non-controlling shareholders and non-interested shareholders voted against such Resolution must
not represent more than two per cent of the outstanding ordinary shares. For this purpose, in accordance with the Israeli Companies Regulations (Reliefs for Companies with Securities Listed on Foreign Stock Exchanges), 5760-2000 (the “Relief
Regulations”), a shareholder submitting a vote for Resolution 14 and/or 15 is deemed to confirm to the Company that such shareholder does not have a personal interest in the such Resolution(s) and is not a controlling shareholder, unless such
shareholder had delivered to the Company a notice in writing stating otherwise, no later than December 19, 2024 10.30 a.m. BST), to the attention of the Company’s Chief Financial Officer, at the Company’s registered office at 82 Yigal Alon
Street, Tel Aviv, 6789124, Israel.
|
14. |
Copies of all documents referenced in this Notice are available for inspection during normal business hours at the registered office of the Company on any weekday
(Fridays and public holidays excluded) and Sundays. The annual compensation earned during the year of 2023 by the Company’s five most highly-compensated executive officers is outlined in Item 6 of the Company’s Annual Report on Form 20-F for
the year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission on March 6, 2024.
|
Time Sensitive Materials
|
ADSs:
|
American Depositary Shares (“ADSs”).
|
ADS CUSIP No.:
|
89484T104.*
|
ADS Record Date:
|
November 20, 2024.
|
Meeting Specifics:
|
Annual General Meeting to be held on Friday, December 20, 2024 at 12:30 p.m. (Israel time) at the principal exec- utive offices of Nexxen International Ltd. (the “Company”) at 82
Yigal Alon Street, Tel Aviv, 6789124, Israel (the “Meeting”).
|
Meeting Agenda:
|
Please refer to the Company’s Notice of Meeting avail- able on the Company's website, https://www.Nexxeninternational.com/investors/.
|
ADS Voting Instructions Deadline:
|
On or before 10:00 a.m. (New York City time) on December 13, 2024.
|
Deposited Securities:
|
Depositary Interests (the "Shares"), each one (1) Depositary Interest representing the right to receive one
(1) Ordinary Share of Nexxen International Ltd., a com- pany incorporated under the laws of the State of Israel (the "Company").
|
ADS Ratio:
|
Two (2) Shares to one (1) ADS.
|
Depositary:
|
Citibank, N.A.
|
Custodian of Deposited Securities:
|
Citibank, N.A. (London).
|
Deposit Agreement:
|
Deposit Agreement, dated as of June 22, 2021, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder.
|
|
Citibank, N.A., as Depositary
|
2024 VOTING INSTRUCTIONS
|
AMERICAN DEPOSITARY SHARES
|
ADS CUSIP No.: |
89484T104.*
|
ADS Record Date: |
November 20, 2024.
|
Meeting Specifics: |
Annual General Meeting to be held on Friday, December 20, 2024 at 12:30 p.m. (Israel time) at the principal executive offices of Nexxen International Ltd. (the “Company”) at 82 Yigal Alon Street, Tel Aviv, 6789124, Israel (the “Meeting”).
|
Depositary: |
Citibank, N.A.
|
Deposit Agreement: |
Deposit Agreement, dated as of June 22, 2021, by and among the Company, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder.
|
Deposited Securities: |
Depositary Interests (the "Shares"), each one (1) Depositary Interest representing the right to receive one (1) Ordinary Share of the Company.
|
Custodian(s): |
Citibank, N.A. (London).
|
1. |
To cancel the admission to trading on AIM of the ordinary shares of NIS 0.01 each in the capital of the Company and to authorise the directors of the Company to take all action reasonable or necessary to effect such cancellation.
|
2. |
To approve a reverse share split of the Company’s ordinary shares, par value NIS 0.01 per share, at a ratio of 2-for-1, upon the terms and timing to be determined by the Board.
|
3. |
To remove the provisions of Article 10 and Article 74 and amend Articles 1, 4 and 18 of the Articles of Association of the Company.
|
4. |
To re-elect Christopher Stibbs as an independent non-executive director.
|
5. |
To re-elect Neil Jones as a senior non-executive director.
|
6. |
To re-elect Joanna Parnell as a non-executive director.
|
7. |
To re-elect Lisa Klinger as a non-executive director.
|
8. |
To re-elect Norm Johnston as a non-executive director.
|
9. |
To re-elect Daniel Kerstein as a non-executive director.
|
10. |
To re-elect Rhys Summerton as a non-executive director.
|
11. |
To re-elect Ofer Druker as a director.
|
12. |
To re-appoint Somekh Chaikin, Member Firm of KPMG International as the Company’s independent external auditor for 2024 until the annual general meeting of shareholders held in 2025 and to authorise the Company’s Board of Directors (or,
the Audit Committee, if authorised by the Board of Directors) to fix their remuneration.
|
13. |
To approve an increase to the share reserve of the Company’s Global Share Incentive Plan (2011) and an increase to the share reserve of the Company’s 2017 Equity Incentive Plan, as set out in the Circular provided.
|
14. |
To approve the CEO Compensation Package, as set out in the Circular provided.
|
15. |
To amend the Company’s Remuneration Policy for Directors and Executives, as set out in the Circular provided.
|
Resolution 1
|
For
|
Against
|
Abstain
|
Resolution 2
|
☐
|
☐
|
☐
|
Resolution 3
|
☐
|
☐
|
☐
|
Resolution 4
|
☐
|
☐
|
☐
|
Resolution 5
|
☐
|
☐
|
☐
|
Resolution 6
|
☐
|
☐
|
☐
|
Resolution 7
|
☐
|
☐
|
☐
|
Resolution 8
|
☐
|
☐
|
☐
|
Resolution 9
|
☐
|
☐
|
☐
|
Resolution 10
|
☐
|
☐
|
☐
|
Resolution 11
|
☐
|
☐
|
☐
|
Resolution 12
|
☐
|
☐
|
☐
|
Resolution 13
|
☐
|
☐
|
☐
|
Resolution 14
|
☐
|
☐
|
☐
|
Resolution 15
|
☐
|
☐
|
☐
|
Signature 1 - Please keep signature within the line
|
Signature 2 - Please keep signature within the line
|
Date (mm/dd/yyyy)
|
||
|
|
|