Nexxen International - Notice of AGM
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN THE PUBLIC DOMAIN.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM ANY JURISDICTION IN WHICH THE SAME WOULD BE A VIOLATION OF THE LAWS OF SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
Nexxen Announces Proposed Cancellation of Admission of Ordinary Shares to Trading on AIM Transition of its Primary Trading Venue to the Nasdaq Global Market
Proposed Reverse Share Split
Proposed Amendments to Articles of Association Proposed Re-election of Directors
Proposed Reappointment of Independent External Auditor
Proposed Increase to Share Reserves of the Company's Equity Compensation Plans Proposed Compensation Package for the Company's Chief Executive Officer and Executive Director
Proposed Amendment to the Remuneration Policy for Directors and Executives and
Notice of General Meeting to be held on
- the Company's intention to consolidate all trading of the Company's securities on one stock exchange - the NASDAQ Global Market in
(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
- 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
The Proposed AIM Delisting and the General Meeting
1. Highlights
• 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.
• 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.
The Company will post today the Circular to Shareholders which will set out further information regarding the Transaction, as well as containing the notice of General Meeting. Copies will also be available on Nexxen's website at https://investors.nexxen.com/.
2. Background to the Transaction
The Company was incorporated in
As at
3. Shareholder Approval
The AIM Rules for Companies published by
For the reasons set out below, the Board has determined to seek shareholder approval for the proposed AIM Delisting.
4. Reasons for the Transaction
Sole Listing: The Board has decided to implement the sole listing for the following reasons:
• 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
• 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
• The Board believes the sole listing can better align the Company's shares with other
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
• 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.
Reverse Share Split: The Board has decided to implement the Reverse Share Split for the following reasons:
• 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.
• 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.
Mandatory ADS Exchange: The Board has decided to implement the Mandatory ADS Exchange for the following reasons:
• 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.
5. Effect of the Transaction on Shareholders
Effects of the Reverse Share Split
• 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.
• No
Effects of the Delisting
• Until the close of business in the
• Holders of DIs:
o In order to ensure ease of cross-border movements of shares between the
o The CDIs are expected to be enabled for settlement in CREST during the trading day on
• Holders of certificated shares:
o As of the Mandatory ADS Exchange, the Company's share registry will be moved from the current DI Depositary to the Company's
• 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,
• 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
• As the Company is incorporated under the laws of
• 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
• No
• 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
6. Effects of the Transaction on ADS Holders
Effects of the Reverse Share Split and Delisting
• 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
Effects of the Mandatory ADS Exchange
• To facilitate the Mandatory ADS Exchange,
• 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 the ADS Depositarywill automatically be exchanged for New Shares without holders having to take any action.
o 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.
• 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
• ADS holders residing in the
• The Company will cover, on behalf of the ADS holders, the
7. Further information in relation to the AIM Delisting
The Board believes that the proposed Transaction is an appropriate next step for the Company and is in the best interests of Shareholders as a whole. A set of Frequently Asked Questions is set out in Appendix A to the Circular.
8. Details of the General Meeting and action to be taken in respect of the General Meeting
A notice convening the General Meeting, which is to be held at 82 Yigal
9. Expected timetable for the AIM Delisting
Dispatch of the Circular and the enclosed documents |
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Record Date |
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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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Latest date and time for the certificated Shareholders to submit proxy instructions in respect of the General Meeting |
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General Meeting |
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DI Termination mailing |
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30 days' notice of the migration to CDIs |
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ADS Books Closure Date to the issuance and cancellation of ADSs |
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Last day of dealings in the Shares on AIM |
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Cancellation of admission to trading on AIM of the Shares |
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Record Date for the Reverse Share Split and existing DI ISIN IL0011320343 disabled in CREST |
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Effective date for the Reverse Share Split |
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Effective date for Termination of the ADS facility and Mandatory ADS Exchange |
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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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New Shares begin trading on Nasdaq |
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Expected date for dispatch of DRS statements |
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Notes
(1) References to time in this announcement are to
(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
(3) All steps after the General Meeting are dependent on the resolutions being passed at the General Meeting.
(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
Related Party Transaction
The amendments to the compensation package of Mr. Ofer Druker, a director of the Company, is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. However, the independent Directors of the Company, who are independent of the transaction, being all the Directors save for Mr. Druker consider, having consulted with its nominated adviser, Cavendish
Cavendish noted that the compensation package to Mr. Druker was being put to Shareholders' vote in considering the proposal.
Disclaimer
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy Shares or ADSs, nor shall there be any sale of the Shares or ADSs in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This announcement does not form part of an offer of transferable securities to the public in the
Cavendish is authorised and regulated in the
Forward-Looking Statements
This announcement contains "forward-looking statements" within the meaning of Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the United States Securities Exchange Act of 1934, as amended, including in respect of the implications of the AIM Delisting on the trading of the Company's equity securities. All statements other than statements of historical fact contained in this announcement are forward-looking statements. Forward-looking statements usually relate to future events. Forward-looking statements are often identified by the words "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could," "may," and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on the Company's current expectations, beliefs and assumptions concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.
All of the Company's forward-looking statements involve known and unknown risks and uncertainties some of which are significant or beyond its control and involve assumptions that could cause actual results to differ materially from the Company's historical experience and its present expectations. These forward-looking statements are subject to risks and uncertainties, including, among other things, the risk that anticipated trading volume in the Company's equity securities on Nasdaq may not materialise, as well as those risks and uncertainties described in the Company's latest Annual Report on Form 20-F for the year ended
For further information please contact: Nexxen International Ltd.
Vigo Consulting (U.K. Financial PR & Investor Relations)
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
Cavendish Capital Markets Limited
Tel: +44 20 7220 0500
About Nexxen International
For more information, visit https://investors.nexxen.com/.
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