UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2021
Commission File Number: 001-40504
Tremor International Ltd.
(Translation of registrant’s name into English)
Tremor International Ltd.
82 Yigal Alon Street
Tel Aviv, 6789124, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On July 12, 2021, Tremor International Ltd. (the “Company”) issued a regulatory news service announcement announcing the grant of restricted share units and performance share units to certain persons discharging managerial responsibilities (the “PDMR Announcement”). The PDMR Announcement is furnished herewith as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.
| Exhibit |
Description | |
| 99.1 | PDMR Announcement, dated July 12, 2021 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TREMOR INTERNATIONAL LTD. | ||||||||
| Date: July 13, 2021 | By: | /s/ Sagi Niri | ||||||
| Name: | Sagi Niri | |||||||
| Title: | Chief Financial Officer | |||||||
Exhibit 99.1
12 July 2021
Tremor International Ltd
(“Tremor” or the “Group”)
Grant of RSUs and PSUs
Tremor International Ltd (AIM/NASDAQ: TRMR), a global company offering an end to end software advertising platform, announces that, as previously disclosed on 30 April 2021, effective upon completion of the Company’s dual listing on Nasdaq on 22 June 2021, Tremor granted restricted share units (“RSUs”) and performance share units (“PSUs”) to Ofer Druker, Yaniv Carmi and Sagi Niri, in the amounts and subject to the terms approved by the shareholders on 30 April 2021 and as disclosed in the resolutions within the Notice of EGM, dated 26 March 2021. The RSUs and PSUs granted upon completion of the U.S. dual listing are detailed below.
| RSUs | PSUs | |||
| Ofer Druker | 2,625,000 | 1,125,000 | ||
| Yaniv Carmi | 1,155,000 | 495,000 | ||
| Sagi Niri | 945,000 | 405,000 | ||
| Total | 4,725,000 | 2,025,000 |
The RSUs will vest gradually over a period of three years, with 8.33% of each such grant vesting each quarter, subject to the executive continuing to be employed by the group on the applicable vesting date. The PSUs will vest gradually over a period of three years, with 33.33% of each grant vesting each year, subject to (i) the executive continuing to be employed by the group on the applicable vesting date, and (ii) compliance with performance-based metrics as determined by the Compensation Committee.
For further information or enquiries please contact:
| Tremor International Ltd | Tel: +972 3 545 3900 | |
| Chris Stibbs, Non-Executive Chairman |
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| Sagi Niri, Chief Financial Officer |
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| finnCap Ltd | Tel: +44 20 7220 0500 | |
| Jonny Franklin-Adams / James Thompson (Corporate Finance) |
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| Tim Redfern / Dicky Chambers (ECM) |
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| Stifel Nicolaus Europe Limited | Tel: +44 20 7710 7600 | |
| Fred Walsh |
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| Alain Dobkin |
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| Nick Adams |
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| Richard Short |
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| Vigo Communications | Tel: +44 20 7390 0230 | |
| Jeremy Garcia |
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| Antonia Pollock |
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| Charlie Neish |
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About Tremor International
Tremor International Ltd is a global leader in advertising technologies, it has three core capabilities: Video, Data and CTV, and our unique approach is centred on offering a full stack end-to-end solution which provides the Company with a major advantage in the marketplace.
Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative content. Tremor Video is one of the largest and most innovative video advertising companies in North America and globally, with offerings in CTV, in-stream, out-stream and in-app.
The media side of Tremor, Unruly, drives real business outcomes in multiscreen advertising. Its highly ranked programmatic platform efficiently and effectively delivers performance, quality, and actionable data to demand and supply-focused clients and partners. Tremor has a meaningful number of direct integrations with publishers, unique demand relationships with the world’s biggest advertisers and privileged access to News Corp inventory. Unruly works with 95% of the AdAge 100 and 82% of video views are delivered across Comscore 1,000 sites.
Tremor International Ltd is headquartered in Israel and maintains offices throughout the US and Canada, Europe, Asia-Pacific and Australia and is traded on the London Stock Exchange (AIM: TRMR) and on the Nasdaq Global Market (NASDAQ:TRMR).
| 1. | Details of the person discharging managerial responsibilities / person closely associated |
|||||||||
| a) | Name |
Ofer Druker | ||||||||
| 2. | Reason for the Notification |
|||||||||
| a) | Position/status |
Chief Executive Officer | ||||||||
| b) | Initial notification/Amendment |
Initial | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||
| a) | Name |
Tremor International Ltd | ||||||||
| b) | LEI |
213800ZNSR7AIJZ2J557 | ||||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||||
| a) | Description of the Financial instrument, type of instrument |
RSUs and PSUs over Ordinary Shares | ||||||||
| Identification code |
IL0011320343 | |||||||||
| b) | Nature of the transaction |
Grant of RSUs and PSUs | ||||||||
| c) | Price(s) and volume(s) |
|||||||||
| Price(s) | Volume(s) | |||||||||
| N/A | 3,750,000 | |||||||||
| d) | Aggregated information: |
|||||||||
| • Aggregated volume |
As in 4c) | |||||||||
| • Price |
||||||||||
| e) | Date of the transaction |
22 June 2021 | ||||||||
| f) | Place of the transaction |
London AIM | ||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated |
|||||||||
| a) | Name |
Yaniv Carmi | ||||||||
| 2. | Reason for the Notification |
|||||||||
| a) | Position/status |
Chief Operating Officer | ||||||||
| b) | Initial notification/Amendment |
Initial | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||
| a) | Name |
Tremor International Ltd | ||||||||
| b) | LEI |
213800ZNSR7AIJZ2J557 | ||||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||||
| a) | Description of the Financial instrument, type of instrument |
RSUs and PSUs over Ordinary Shares | ||||||||
| Identification code |
IL0011320343 | |||||||||
| b) | Nature of the transaction |
Grant of RSUs and PSUs | ||||||||
| c) | Price(s) and volume(s) |
|||||||||
| Price(s) | Volume(s) | |||||||||
| N/A | 1,650,000 | |||||||||
| d) | Aggregated information: |
|||||||||
| • Aggregated volume |
As in 4c) | |||||||||
|
• Price |
||||||||||
| e) | Date of the transaction |
22 June 2021 | ||||||||
| f) | Place of the transaction |
London AIM | ||||||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated |
|||||||||
| a) | Name |
Sagi Niri | ||||||||
| 2. | Reason for the Notification |
|||||||||
| a) | Position/status |
Chief Financial Officer | ||||||||
| b) | Initial notification/Amendment |
Initial | ||||||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||||
| a) | Name |
Tremor International Ltd | ||||||||
| b) | LEI |
213800ZNSR7AIJZ2J557 | ||||||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||||
| a) | Description of the Financial instrument, type of instrument |
RSUs and PSUs over Ordinary Shares | ||||||||
| Identification code |
IL0011320343 | |||||||||
| b) | Nature of the transaction |
Grant of RSUs and PSUs | ||||||||
| c) | Price(s) and volume(s) |
|||||||||
| Price(s) | Volume(s) | |||||||||
| N/A | 1,350,000 | |||||||||
| d) | Aggregated information: |
|||||||||
| • Aggregated volume |
As in 4c) | |||||||||
| • Price |
||||||||||
| e) | Date of the transaction |
22 June 2021 | ||||||||
| f) | Place of the transaction |
London AIM | ||||||||