THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
26 March 2021
Tremor International Ltd
("Tremor" or the "Company")
Appointment of Non-executive Director,
Notice of Extraordinary General Meeting
Buyback Programme Update
Appointment of Non-executive Director
Tremor International Ltd (AIM: TRMR), a global leader in advertising technologies, announces its intention to appoint Lisa Klinger as Non-executive Director and Chair of the Company's Audit Committee, subject to shareholder approval being received at a general meeting of the Company.
Lisa has nearly 30 years' experience in international finance. Most recently, Lisa was Chief Financial Officer at Ideal Image Development Corp, one of the largest cosmetic and aesthetic services providers in the US, between 2018 and 2019, and prior to that she held the role of Chief Financial and Administrative Officer between 2016 and 2017 at Peloton Interactive Inc, the American exercise equipment and media company. Lisa has also held senior finance roles at the Fresh Market Inc, where she was Executive and Vice President, Chief Financial Officer for three years, as well as at Michaels Stores Inc, where she was Senior Vice President, Finance and Treasurer for four years, and Acting Chief Financial Officer.
Lisa is currently Corporate Board Member and Audit Committee Chair at Emerald Holding Inc, a leading operator of B2B trade shows in the US, and a Corporate Board Member at PartyCity HoldCo Inc, a party goods retailer in North America. Once appointed, Lisa will Chair Tremor's Audit Committee and be a member of the Company's Remuneration Committee.
Notice of EGM
The Company will be hosting an Extraordinary General Meeting ("EGM") on 30 April 2021 at 2.00 pm BST, the notice of which is now available on the Company's website (www.tremorinternational.com/investors) and will be posted to shareholders shortly.
In light of current UK Government measures relating to the COVID-19 pandemic, including restrictions on gatherings and non-essential travel, it is anticipated that the EGM will be convened with the minimum quorum of only one Director and one other shareholder in attendance in person, which will be facilitated by the Company, in order to conduct the business of the meeting.
Therefore, in lieu of attending the EGM in person, all other shareholders are requested to complete and return the Form of Proxy to appoint the Chairman of the meeting as their proxy with their voting instructions. Shareholders must not attend the meeting in person.
In connection with the Company's announcement on 16 March 2021, in which it advised that it has confidentially submitted a draft Registration Statement on Form F-1 with the United States Securities and Exchange Commission (the "SEC") relating to a proposed initial public offering of American Depositary Shares representing its ordinary shares in the United States (the "Proposed Offering"), the resolutions presented at the meeting will include proposed changes to:
- The Articles of Association;
- A waiver of shareholders pre-emption rights in connection with the Proposed Offering;
- The Director and Officer Indemnification Agreement;
- The remuneration policy for directors and officers;
- Employee equity incentive plans;
- Board composition; and
- Executive and non-executive compensation packages.
Buyback Programme Update
The Company's current $10 million buyback programme, originally announced on 20 December 2020, will be paused while the Company pursues the Proposed Offering, which is expected to take place in the second quarter of 2021 after the SEC completes its review process, subject to market and other conditions.
Under the current buyback programme, $6.6 million in Ordinary Shares (917,998 Ordinary Shares) have been acquired and reclassified as dormant shares under Israeli Companies Law (without any rights attached thereon) and will be held in treasury.
For further information please contact:
Tremor International Ltd
Ofer Druker, Chief Executive Officer
Sagi Niri, Chief Financial Officer
via Vigo Communications
Jonny Franklin-Adams / James Thompson (Corporate Finance)
Tim Redfern / Dicky Chambers (ECM)
Tel: +44 20 7220 0500
Stifel Nicolaus Europe Limited
Tel: +44 20 7710 7600
Tel: +44 20 7390 0230
The following information is disclosed in relation to Lisa Kay Klinger, age 54, pursuant to Schedule Two paragraph (g) and Rule 17 of the AIM Rules for Companies:
Current Directorships / Partnerships:
· Party City Holdco Inc.
· Emerald Holding, Inc.
· Emerald Expositions LLC
· Emerald X LLC
Previous Directorships / Partnerships (held in the past five years)
Lisa Klinger has no beneficial interest in the equity securities of Tremor International Ltd.
Tremor is a global leader in advertising technologies operating across three core capabilities - Video, Data and CTV. Our unique approach is centred on offering a full stack of end-to-end software solutions which provides the Company with a major competitive advantage within the video advertising ecosystem.
Tremor Video helps advertisers deliver impactful brand stories across all screens through the power of innovative video technology combined with advanced audience data and captivating creative content. Tremor Video 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 connects to the world's largest DSPs and is compatible with most AdAge top 100 brands.
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).
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell any securities, and is issued pursuant to Rule 135e under the Securities Act.
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as "expects," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations of such words and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by the Company at the time these statements were made. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable at the time made, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal Act) 2018 ("UK MAR").