Filed Pursuant to Rule 424(b)(3)
Registration No. 333-229350
PROSPECTUS
5,062,666 Shares
CISION
LTD.
Ordinary Shares
The selling shareholders
may offer and sell and distribute from time to time 5,062,666 ordinary shares, par value $0.0001 per share. We will not receive
any proceeds from the sale of ordinary shares by the selling shareholders. We are paying certain costs and expenses of the offerings
covered by this prospectus. The selling shareholders are responsible for all discounts and selling commissions related to the offer
and sale of their ordinary shares.
The selling shareholders
may sell their shares, from time to time, in one or more offerings, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The selling
shareholders may sell shares in a manner including, but not limited to, regular brokerage transactions, in transactions directly
with market makers or investors, in privately negotiated transactions or through agents or brokers they may select from time to
time. See “Plan of Distribution” for more information on the methods of sale that may be used by the selling shareholders.
Our registration of
the ordinary shares covered by this prospectus does not mean that the selling shareholders will offer or sell any ordinary shares.
Our ordinary shares
are listed on the New York Stock Exchange under the symbol “CISN.” On February 12, 2019, the last sale of our ordinary
shares as reported on the New York Stock Exchange was $12.88 per share.
Investing in
our ordinary shares involves risks that are described in the section entitled “Risk Factors” beginning on page 6
of this prospectus, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
“SEC”) on March 13, 2018 (which document is incorporated by reference herein), any documents we file with the SEC
that are incorporated by reference in this prospectus and in any applicable prospectus supplement.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 13,
2019.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is
part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf
process, the selling shareholders named in this prospectus may sell, from time to time, up to 5,062,666 of our ordinary shares
through any means described in the section entitled “Plan of Distribution.”
This prospectus provides
you with a general description of the securities the selling shareholders may offer. To the extent required by the Securities Act,
we will provide a prospectus supplement that will contain specific information about the terms of each offering of securities made
by the selling shareholders. For a more complete understanding of the offering of the securities, you should refer to this prospectus,
including its exhibits. Any prospectus supplement may also add, update or change information contained in this prospectus. If the
information varies between this prospectus and any accompanying prospectus supplement, you should rely on the information in the
accompanying prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional
information under the heading “Where You Can Find More Information” and “Incorporation By Reference.”
No person has been
authorized to provide you with different information from the information contained or incorporated by reference in this prospectus
and in any prospectus supplement that we may provide you. You should not assume that the information contained in this prospectus,
any prospectus supplement or any document incorporated by reference herein or therein is accurate as of any date, other than the
date mentioned on the cover page of these documents even though this prospectus and any accompanying prospectus supplement is delivered
or securities are sold on a later date.
This prospectus is
not an offer to sell or solicitation of an offer to buy these ordinary shares in any circumstances under which or jurisdiction
in which the offer or solicitation is unlawful.
Unless the context
otherwise requires, “we,” “us,” “our,” the “Company” and “Cision” refer
to Cision Ltd., an exempted company incorporated in the Cayman Islands with limited liability, and its subsidiaries.
INFORMATION
CONCERNING FORWARD-LOOKING STATEMENTS
Some of the information
included or incorporated by reference in this prospectus constitutes forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Such forward-looking statements include, but are not limited to, statements
regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition,
any statements that refer to projections, forecasts or other characterizations of future events or circumstances, such as statements
about our future financial performance, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “future,”
“goal,” “intend,” “likely,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “seek,” “should,” “would,”
“will,” “approximately,” “shall” and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements contained in this
prospectus include, but are not limited to, statements about:
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our estimates of the size of the markets for our products and services;
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the rate and degree of market acceptance of our products and services;
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the success of other technologies that compete with our products and services or that may become available in the future;
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the efficacy of our sales and marketing efforts;
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our ability to effectively scale and adapt our technology;
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our ability to identify and integrate acquisitions and technologies into our platform;
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our plans to continue to expand internationally;
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the performance and security of our services;
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our ability to maintain the listing of our securities on a national securities exchange;
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potential litigation involving Cision;
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our ability to retain and attract qualified employees and key personnel;
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our ability to maintain, protect and enhance our brand and intellectual property;
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general economic conditions; and
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the result of future financing efforts.
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We caution you that
the foregoing list may not contain all of the forward-looking statements included or incorporated by reference in this prospectus.
The
forward-looking statements included or incorporated by reference in this prospectus are based on current expectations and
beliefs concerning future developments and their potential effects on us. You should not place undue reliance on these
forward-looking statements in deciding whether to invest in our securities. We cannot assure you that future developments
affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond our control) or other assumptions, including the risk factors beginning on page 6 of
this prospectus, that may cause our actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements.
In addition, statements
that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements
are based upon information available to us as of the date of this prospectus or the date the statement was first made, and while
we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our
statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
You should read this
prospectus with the understanding that our actual future results, levels of activity, performance and achievements may be materially
different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Forward-looking statements
speak only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
PROSPECTUS
SUMMARY
This summary does
not contain all of the information that you should consider in making your investment decision. Before investing in our securities,
you should carefully read this entire prospectus, including the information incorporated by reference herein, any related prospectus
supplement, along with the financial statements and the related notes incorporated by reference in this prospectus and the information
set forth under the headings “Risk Factors.” Unless the context requires otherwise, the words “Cision,”
“we,” “company,” “us” and “our” refer to Cision Ltd. and its subsidiaries.
Overview
Cision is a leading
global provider of PR software, media distribution, media intelligence and related professional services as measured by revenue
estimates from Burton-Taylor International Consulting LLC. Public relations and communications professionals use our products and
services to help manage, execute and measure their strategic PR and communications programs. We believe that Cision is an industry-standard
SaaS solution for PR and marketing professionals and is deeply embedded in industry workflow.
We deliver a sophisticated,
easy-to-use platform for communicators to reach relevant media influencers and craft compelling campaigns that impact customer
behavior. With rich monitoring and analytics, Cision Communications Cloud
TM
(“C3”), a cloud-based platform
that integrates each of our point solutions into a single unified interface, arms brands with the insights they need to link their
earned media to strategic business objectives, while aligning it with owned and paid channels. This platform enables companies
and brands to build consistent, meaningful and enduring relationships with influencers and buyers in order to amplify their marketplace
influence.
We have undergone a
strategic transformation since GTCR’s initial investment in 2014, evolving into a PR and marketing software leader through
a series of complementary acquisitions.
The acquisitions by
our predecessor company of Cision and Vocus, Inc. (“Vocus”) in 2014 and their subsequent merger established the foundation
of the core media database, monitoring and analysis business. Over the 12 months following this initial merger, we acquired Discovery
Group Holdings Ltd. (“Gorkana”) to expand our global footprint and also completed acquisitions of Visible, Inc. (“Visible”)
and Viralheat, Inc. (“Viralheat”) to enhance our social media functionality. The subsequent acquisition of PRN Group
(“PR Newswire”) in 2016 added the depth and breadth of a global distribution network and making, we believe, Cision
the only vendor with a comprehensive global solution for PR professionals. Following these acquisitions, in October 2016 we introduced
our C3 platform. In the first quarter of 2017, we acquired Bulletin Intelligence, LLC, Bulletin News Network, LLC and Bulletin
News Investment, LLC (collectively, “Bulletin Intelligence”) to expand our capability to provide expert-curated executive
briefings for the Executive Office of the President and corporate C-Suite executives. In the second quarter of 2017, we acquired
L’Argus de la Presse (“Argus”), a Paris-based provider of media monitoring services, to expand our media monitoring
solutions and enhance its access to French media content. We acquired CEDROM-SNi Inc. (“CEDROM”) in December 2017 and
PRIME Research Group (“Prime”) in January 2018 in order to further expand upon our media measurement and analysis services
and improve our digital media monitoring solutions. We provide our comprehensive solution principally through subscription contracts,
which are generally one year or longer, with different tiers of pricing depending on the level of functionality and customer support
required. Our SaaS delivery model provides a stable recurring revenue base. In 2017, we generated $674 million of revenue, on a
pro forma basis assuming a full year of Bulletin Intelligence, Argus and CEDROM revenues, and, on the same pro forma basis, approximately
83% of our revenue was generated by customers purchasing services on a subscription or recurring basis. We consider services recurrent
if customers routinely purchase these services from us pursuant to negotiated “rate card” or similar arrangements,
even if we do not have subscription agreements with them. As of December 31, 2017, we had more than 75,000 customers, of which
the top 25 customers only accounted for approximately 4% of 2017 revenues, on a pro forma basis assuming a full year of Bulletin
Intelligence, Argus and CEDROM revenues. Our customers include 92 of the top 100 worldwide brands.
Competitive Strengths
Cision’s competitive
strengths include:
Comprehensive and Fully Integrated
Cloud-Based Platform
C3 offers the communications
professional a “one-stop shop” for virtually all the tools they need to conceive, execute, monitor and analyze an earned
media campaign. We believe that offering a comprehensive cloud-based platform with multiple integrated functionalities is what
communications professionals require and prefer over the alternative of using several individual point solutions that are not interconnected,
lack consistency and require interactions with and payments to several external software providers. The effectiveness and appeal
of integrated platforms over point solutions has been demonstrated in the broader marketing realm with the creation and growth
of cloud-based platforms such as the Adobe Marketing Cloud, the Oracle Marketing Cloud and the Salesforce Marketing Cloud.
An Industry Standard for PR
Professionals
We believe our PR software
is known as a go-to global SaaS platform for communications professionals and is deeply embedded in industry workflow. For individuals
working in the PR sector, fluency with our platform is viewed by many as a key skill.
Global Product Reach
Our offering has wide
geographic reach within all our vertical markets. We believe that being able to deal with only one provider to deliver earned media
solutions across the globe is a key differentiator that provides value to clients, in particular large multi-national corporations
that manage PR and communications efforts globally.
Proprietary Content and Solutions
Our platform incorporates
the largest media database and largest distribution network in the world, as measured by revenue estimates from Burton-Taylor International
Consulting LLC. With our proprietary database of approximately 1.6 million contacts for journalists, bloggers and social influencers,
including contact information, in-depth profiles, preferences and detailed pitching tips, clients can build smarter media lists
to connect with the appropriate influencers and build meaningful relationships. Through our distribution network, customers can
conduct both wide-reaching and targeted campaigns across traditional and digital media in more than 170 countries in over 40 languages.
Ease of Use and Workflow Capabilities
Our products are designed
with easy-to-use functionality, built-in workflow capabilities, a high degree of flexibility in outputs and a sleek and intuitive
user interface to help the communications professional execute their work in the best way possible.
Experienced Management Team
with a Proven Track Record
We have a strong, highly
experienced management team. CEO Kevin Akeroyd has more than 25 years of experience reshaping modern digital, social and mobile
marketing. In his previous role, he was an integral member of the team that built the marketing cloud business unit at Oracle from
a nascent stage into one of the largest marketing and advertising technology providers in the industry. Our CFO, Jack Pearlstein,
has 20 years of financial, operational and strategic planning experience with technology companies.
Growth Strategy
We intend to continue
to drive growth and enhance our market position through the following key strategies:
Acquire New Customers
We believe there is
still a substantial opportunity to increase market penetration globally by selling our platform advantage. Most vendors in the
market offer point solutions that address one or two functions in a PR campaign, resulting in the need for multiple vendors. We
believe chief marketing officers prefer integrated platforms over individual solutions. The launch of C3 in October 2016 provided
the market with a comprehensive platform that integrates all the core capabilities needed for a PR software campaign, establishing
us as a reference platform for the PR software market. We estimate that our customer adoption of C3 in the United States has increased
from approximately 1,800 customers as of March 31, 2017 to 6,400 customers as of March 31, 2018.
Continue to Develop Innovative
Products and Features
We understand the importance
of offering an easy-to-use product with extensive features that meet and exceed our customers’ needs. Our product team is
constantly working to introduce new features that augment our existing platform. For example, in 2016, we expanded our media database
capabilities, providing our customers with insights into the audience demographics of each individual influencer and providing
tailored influencer recommendations for each of our customers. Our account management and customer service representatives continuously
communicate the needs of our customers to the product team, providing for continuous platform improvement.
Our new product innovation
pipeline aims to introduce new products to market that improve the way PR and marketing professionals do business. We recently
enhanced our C3 platform by adding data attribution capabilities. We believe that our measurement and attribution capabilities
will enable customers to track end-user reach, demographics, engagement and purchase conversion data from their earned media campaigns,
allowing customers to measure return on investment. In accordance with our privacy policies, we plan to sell the highly valuable
and anonymized consumer and influencer data we compile to brands and media networks that can use the data to improve audience targeting
and increase advertising effectiveness.
Increase Revenue from Existing
Customers
We believe a significant
opportunity exists to increase spending by our more than 75,000 existing customers by expanding product and service offerings sold.
Because we have grown through many acquisitions and a comprehensive platform did not previously exist in the PR software market,
many of our customers use various PR point solutions, including solutions provided by competitors. For example, as of December
31, 2017, we had approximately 16,000 U.S. customers that were acquired as a result of our PRNewswire acquisition and an additional
13,000 non-PRNewswire customers in the United States. We estimate that approximately 3,200 of these customers overlapped. By providing
the first comprehensive platform for executing and analyzing earned media campaigns, we are well positioned to increase product
penetration among existing customers by encouraging them to bundle various point solutions under one umbrella. In some markets,
we have not yet introduced our full range of products, but we believe we have the capability to roll out our entire product suite
in each of these markets. We believe this roll out will increase average revenue per user (ARPU) and reduce customer churn through
increased product penetration. We also believe we will attract new customers through a broader product set. Additionally, our sales
team has historically been successful in selling higher tiered product or service offerings to existing clients and will have more
opportunities to increase product penetration as our product team continues to enhance our platform.
Expand into New Geographies
and Market Segments
We have an expansive
global reach, spanning many major international markets around the globe, including but not limited to North America, China, EMEA,
India and Latin America. However, in many international markets, our presence is currently limited. We view these markets as opportunities
for geographic expansion, especially Latin America, Asia and Continental Europe.
We aim to establish
the earned media cloud as the third marketing software category, alongside paid and owned media, by providing valuable demographic,
psychographic, sociographic and attribution end-user data to our customers and by selling the data to brands and media networks.
We believe that our development of data attribution and data monetization products will enable us to enter the marketing software
market. If we are able to establish ourselves in that market, we could then enter the broader digital marketing market through
platform extensions into adjacent earned media categories. These categories include ratings and reviews, employee amplification,
influencer performance and content marketing. We plan to opportunistically employ both organic initiatives and acquisitions to
expand into the digital marketing market.
Selectively Pursue Strategic
Acquisitions
We have successfully
sourced and are completing the integration of several strategic acquisitions in the last three years, including Vocus, Visible,
Viralheat, Gorkana and PR Newswire. These acquisitions have strengthened our market position and enabled us to provide a comprehensive
PR communications product suite with a scaled, efficient cost-structure, and we expect that our identified synergies from these
acquisitions will drive further margin expansion in the future.
Our management actively
evaluates additional acquisition opportunities to enhance our position in the global PR software market by expanding its market
reach, geographic presence and product capabilities. However, we do not currently have any undisclosed agreements or commitments
for any material acquisitions at this time.
Corporate Information
Cision Ltd. was incorporated
in the Cayman Islands on March 9, 2017 in order to become the parent company of Canyon Holdings S.à r.l. (“Cision
Luxco”) following the consummation of our merger (the “Business Combination”) with Capitol Acquisition Holdings
Corp. III (“Capitol”), a blank check company incorporated in the State of Delaware on July 13, 2015. On June 29, 2017,
we consummated the Business Combination and, in connection therewith, became a successor issuer to Capitol by operation of Rule
12g-3(a) promulgated under the Exchange Act.
Our principal executive
offices are located at 130 E. Randolph Street, 7
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Floor, Chicago, Illinois 60601, and our telephone number is (312)
922-2400. Our website address is
www.cision.com
. We had approximately 3,500 employees as of December 31, 2017. Information
contained on our website is not incorporated into or a part of this prospectus.
THE OFFERING
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Issuer
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Cision Ltd.
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Ordinary shares offered by the selling
shareholders
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Up to 5,062,666 shares.
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Ordinary shares outstanding as of January 4, 2019
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138,058,487 shares.
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Use of proceeds
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We will not receive any of the proceeds from the sale of shares contemplated by this prospectus by the selling shareholders.
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Risk factors
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Investing in our ordinary shares involves a high degree of risk. See “Risk
Factors” beginning on page 6 of this prospectus for a discussion of factors you should carefully consider before
investing in our ordinary shares.
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NYSE symbol
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“CISN.”
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RISK FACTORS
Our business is subject
to uncertainties and risks. You should carefully review and consider all of the information included and incorporated by reference
in this prospectus and in any prospectus supplement, including the risk factors incorporated by reference from our most recent
annual report on Form 10-K and other filings we make with the SEC. See the sections of this prospectus entitled “Where You
Can Find More Information” and “Incorporation by Reference.” Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our business, financial condition, liquidity or results of operations.
The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in our ordinary shares.
USE OF PROCEEDS
We will not receive
any proceeds from the sale of the ordinary shares offered by any of the selling shareholders. We will be responsible for certain
of the expenses incurred in connection with the offering of the selling shareholders’ securities pursuant to the terms of
the share purchase agreement, dated January 3, 2019, by and among certain subsidiaries of Cision and the selling shareholders (the
“Falcon Purchase Agreement”). The selling shareholders will pay any broker’s fees, discounts and commissions
incurred in connection with the sale of the ordinary shares pursuant to this prospectus.
DESCRIPTION
OF ORDINARY SHARES
The following is
a summary of the ordinary shares of Cision and certain specified provisions of the charter documents of Cision as currently in
effect. This description is qualified in its entirety by reference to Cision’s charter documents, copies of which are available
on our website at www.cision.com.
General
Cision is a Cayman
Islands exempted company with limited liability. Its affairs are governed by its Amended and Restated Memorandum and Articles of
Association (the “Articles”) and the Companies Law.
The authorized share
capital of Cision is US$50,000 consisting of 480,000,000 ordinary shares, par value $0.0001 per share, and 20,000,000 preferred
shares of par value US$0.0001 per share. As of January 4, 2019, there were 138,058,487 ordinary shares issued and outstanding and
no preferred shares have been issued or are outstanding.
Ordinary Shares
General
Walkers, Cayman Islands
counsel to Cision, has confirmed that all of the issued and outstanding ordinary shares of Cision are fully paid and non-assessable.
Certificates representing the outstanding ordinary shares are generally not issued and legal title to the issued shares is recorded
in registered form in the register of members. Holders of ordinary shares have no pre-emptive, subscription, redemption or conversion
rights.
Preferred Shares
The board of directors
of Cision may provide for other classes of shares, including series of preferred shares, out of the authorized but unissued share
capital, which could be utilized for a variety of corporate purposes, including future offerings to raise capital for corporate
purposes or for use in employee benefit plans. Such additional classes of shares shall have such voting powers (full or limited
or without voting powers), designations, preferences and relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof as may be determined by the board of directors. If any preferred shares are issued, the rights,
preferences and privileges of holders of ordinary shares will be subject to, and may be adversely affected by, the rights of the
holders of such preferred shares.
Dividends
The holders of ordinary
shares are entitled to such dividends as may be declared by the board of directors, subject to the Companies Law and the Articles.
Dividends and other distributions on issued and outstanding ordinary shares may be paid out of the funds of Cision lawfully available
for such purpose, subject to any preference of any outstanding preferred shares. Dividends and other distributions will be distributed
among the holders of ordinary shares on a pro rata basis.
Voting rights
Each ordinary share
entitles the holder to one vote on all matters upon which the ordinary shares are entitled to vote. Voting at any shareholders’
meeting is by show of hands, unless voting by way of poll demanded by the chairman of the board of directors or any shareholder
present or voting by proxy.
A quorum required for
a meeting of shareholders requires the presence in person or by proxy of persons holding in aggregate not less than a simple majority
of all voting share capital of Cision in issue, provided that for so long as Cision is a “controlled company” within
the meaning of the rules of the then Designated Stock Exchange (as defined in the Articles), general meetings shall not be quorate
unless Cision Owner is in attendance (provided that Cision Owner holds shares in Cision).
A special resolution
will be required for important matters such as a merger or consolidation of Cision, change of name or making changes to the Articles
or the voluntary winding up of Cision.
An ordinary resolution
of the shareholders of Cision requires the affirmative vote of a simple majority of the votes cast at a quorate general meeting,
while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast at a quorate general meeting
or, in each case, a unanimous resolution in writing.
Variation of rights
The rights attached
to any class of shares (unless otherwise provided by the terms of issue of that class), such as voting, dividends and the like,
may be varied only with the sanction of a special resolution passed at a general meeting or by the written consent of the holders
of two-thirds of the shares of that class or with the sanction of a resolution passed by a majority of not less than two thirds
of the votes cast at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the
shares of any class shall not (unless otherwise provided by the terms of issue of that class) be deemed to be varied by the creation
or issue of further shares ranking in priority to or pari passu with such previously existing shares.
Transfer of Ordinary Shares
Any shareholder may
transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form prescribed
by the Designated Stock Exchange or as otherwise approved by the board of directors.
In addition, the Articles
prohibit the transfer of shares in breach of the rules or regulations of the Designated Stock Exchange or any relevant securities
laws (including the Exchange Act).
Liquidation
On a return of capital
on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution
among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis.
Directors
Appointment and removal
The management of Cision
is vested in a board of directors. The Articles provide that there shall be a board of directors consisting of eight (8) directors,
unless increased or decreased from time to time by the directors or by Cision in general meeting, provided that, for so long as
Cision Owner has the right to nominate any director for election pursuant to the Articles, the size of the board of directors shall
not be increased or decreased without the prior written consent of Cision Owner. So long as shares are listed on the Designated
Stock Exchange, the board of directors shall include such number of “independent directors” as the relevant rules applicable
to the listing of any shares on the Designated Stock Exchange require (subject to any applicable exceptions for Controlled Companies).
The directors are divided
into three (3) classes designated as Class I, Class II and Class III, respectively. At the 2018 annual general meeting of shareholders,
the term of office of the Class I directors expired and Class I directors were re-elected for a full term of three (3) years. At
the 2019 annual general meeting of shareholders, the term of office of the Class II directors shall expire and Class II directors
shall be elected for a full term of three (3) years. At the 2020 annual general meeting of shareholders, the term of office of
the Class III directors shall expire and Class III directors shall be elected for a full term of three (3) years. At each succeeding
annual general meeting of shareholders, directors shall be elected for a full term of three (3) years to succeed the directors
of the class whose terms expire at such annual general meeting.
The directors of Cision
have the power from time to time and at any time to appoint any person as a director to fill a casual vacancy on the board of directors
or as an addition to the existing board of directors, subject to the remaining provisions of the Articles, the terms of the Nominating
Agreement, applicable law and the listing rules of the Designated Stock Exchange; provided that, subject to the terms of the Nominating
Agreement, any vacancy not filled by the directors may be filled by the shareholders by ordinary resolution at the next annual
general meeting or extraordinary general meeting called for that purpose; provided further, that, subject to the terms of the Nominating
Agreement, whenever the holders of any class or classes of share or series thereof are entitled to elect one or more directors
by the provisions of the Articles, vacancies and newly created directorships of such class or classes or series may be filled by
a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director
so elected or by the holders of such class or classes of shares or series thereof in accordance with the Articles. Any director
so appointed shall hold office until the expiration of the term of such class of directors or until his earlier death, resignation
or removal.
A director may be removed
from office by the shareholders by special resolution only for “cause” (as defined in the Articles); provided that,
subject to certain limitations set forth in the Articles, (x) until the date of the 2020 annual general meeting of the shareholders
(and not thereafter), any director may be removed with or without cause upon the affirmative vote of the Cision Owner if the Cision
Owner and its affiliates beneficially own at least 50% of the issued ordinary shares and (y) any director who was nominated for
election by the Cision Owner may be removed with or without cause upon the affirmative vote of the Cision Owner for so long as
the Cision Owner has the right to nominate such director for election pursuant to the Articles.
A vacancy on the board
of directors created by the removal of a director under the provisions of the Articles may be filled by the election or appointment
by ordinary resolution at the general meeting at which such director is removed or by the affirmative vote of a simple majority
of the remaining directors present and voting at a meeting of the directors.
The appointment and
removal of directors is subject to the applicable rules of the Designated Stock Exchange and to the provisions of the Nominating
Agreement.
The detailed procedures
for the nomination of persons proposed to be elected as directors at any general meeting of Cision are set out in the Articles.
Indemnity of directors and
officers
The Articles provide
that the board of directors and officers shall be indemnified from and against all liability which they incur in execution of their
duty in their respective offices, except liability incurred by reason of such director’s or officer’s actual fraud
or willful default.
Our Transfer Agent
The transfer agent
for our ordinary shares is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer
& Trust Company in its roles as transfer agent, its agents and each of its stockholders, directors, officers and employees
against all claims and losses that may arise out of acts performed or omitted in that capacity, except for any liability due to
any gross negligence or intentional misconduct of the indemnified person or entity.
Rule 144
Pursuant to Rule 144,
a person who has beneficially owned our restricted ordinary shares for at least six months would be entitled to sell their securities
provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months
before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such
shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially
owned restricted shares of our ordinary shares for at least six months but who are our affiliates at the time of, or at any time
during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled
to sell within any three-month period only a number of securities that does not exceed the greater of:
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1% of the total number of ordinary shares then outstanding; or
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the average weekly reported trading volume of our ordinary shares during the four calendar weeks preceding the filing of a
notice on Form 144 with respect to the sale.
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Sales by our affiliates
under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public
information about us.
Restrictions on the Use of
Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition
if the following conditions are met:
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the issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; or
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the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K
reports; and
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at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company (which, in our case, occurred on July 6, 2018 (one year following the filing
of the Form 10 type information in a current report on Form 8-K filed on July 6, 2017)).
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As of January 4, 2019,
we had 138,058,487 ordinary shares outstanding. Of these shares, 75,108,730 ordinary shares are freely tradable without restriction
or further registration under the Securities Act, except for any shares that may be purchased by one of our affiliates within the
meaning of Rule 144 under the Securities Act.
SELLING
SHAREHOLDERS
The selling shareholders
identified below may resell from time to time up to 5,062,666 of our ordinary shares (plus an indeterminate number of our ordinary
shares that may be issued upon stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities
Act).
The following table
sets forth, as of January 4, 2019: (i) the number of our ordinary shares held of record or beneficially by the selling shareholders
as of such date and (ii) the number of our ordinary shares saleable by the selling shareholders pursuant to this prospectus. The
beneficial ownership of the securities set forth in the following table is determined in accordance with Rule 13d-3 under the Exchange
Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Percentage of beneficial
ownership is based on 138,058,487 of our ordinary shares issued and outstanding as of January 4, 2019.
Except as indicated
in footnotes to this table, we believe that the selling shareholders named in this table have sole voting and investment power
with respect to all ordinary shares shown to be beneficially owned by them, based on information provided to us by such selling
shareholder.
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Name of Selling Shareholder
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Beneficial Ownership
of Ordinary Share
Prior to the
Offering(1)(2)
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Ordinary Shares
Saleable Pursuant to
this Prospectus(3)
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Beneficial Ownership
of Ordinary Shares
after the Offering
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Michael Amsinck
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11,805
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11,805
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—
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Niels Bjerg
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7,265
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7,265
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—
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Vie Carratt LTD
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32,058
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32,058
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—
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Cipio Partners Fund VII SICAR
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792,987
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792,987
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—
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Columbia Lake Partners Growth Lending I (Luxco), S.à r.l.
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113,056
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113,056
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—
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Andrew Dahl
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7,260
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7,260
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—
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Scott Domareck
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11,805
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11,805
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—
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Jillian Falconi
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14,529
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14,529
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—
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Ruhne Fiala
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15,537
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15,537
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—
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Jaap Gerritsen
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7,083
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7,083
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—
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Todd Graber
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40,863
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40,863
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—
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Ronja Gustavsson
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7,706
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7,706
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—
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Søren Dam Hansen
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3,633
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3,633
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—
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Mads Hargreave
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10,048
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10,048
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—
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Toni Hohlbein
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44,116
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33,087
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11,029
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Anders Kloster
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14,528
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14,528
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—
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Mikael Lemberg
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9,081
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9,081
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—
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Stine Ludvigsen
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7,265
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7,265
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—
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Karolina Mikkelsen
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4,015
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4,015
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—
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NCP-IVS Fund III K/S
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1,003,765
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1,003,765
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—
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Olafur Palsson
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2,349
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2,349
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—
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Prime IV Holding 6 B.V.
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1,113,420
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1,113,420
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—
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Oliver Quittek
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14,529
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14,529
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—
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The Silent Crooner ApS
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766,431
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498,180
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268,251
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Søderquist ApS
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226,463
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226,463
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—
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Paw Suddergaard
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21,372
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21,372
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—
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Target Partners Fund II GmbH & Co. KG
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1,031,271
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1,031,271
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—
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Anna Tighe
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7,706
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7,706
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(1)
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“Beneficial ownership” is a term broadly defined by the SEC in Rule 13d-3 under the
Exchange Act, and includes more than the typical form of stock ownership, that is, stock held in the person’s name. The term
also includes what is referred to as “indirect ownership,” meaning ownership of shares as to which a person has or
shares investment power.
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(2)
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All selling shareholders named in the prospectus hold less than 1% of the outstanding shares of
Cision.
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(3)
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Assumes that the selling shareholders dispose of all of the ordinary shares covered by this prospectus
and do not acquire beneficial ownership of any additional ordinary shares. The registration of these shares does not necessarily
mean that the selling shareholders will sell all or any portion of the shares covered by this prospectus.
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Material Relationships with Selling Shareholders
The Acquisition of Falcon.io
On January 3, 2019,
certain subsidiaries of Cision consummated the acquisition of Falcon.io. As partial consideration for all of their equity interest
in Falcon.io, the selling shareholders received at closing an aggregate of 5,062,666 ordinary shares of Cision and an additional
279,280 ordinary shares to be issued as holdback consideration pursuant to the Falcon Purchase Agreement. The selling shareholders
were granted certain limited resale registration rights pursuant to the Falcon Purchase Agreement. Pursuant to Falcon Purchase
Agreement, the Selling Shareholders are entitled to request that Cision register its shares on a Form S-3 registration statement
for a period of six months. The selling shareholders are not entitled to request underwritten offerings of their shares, nor have
they been granted any “piggyback” registration rights with respect to such offerings. Cision will pay expenses of the
selling shareholders incurred in connection with the exercise of their rights under this agreement, other than certain fees and
expenses including broker’s fees and commission.
PLAN OF
DISTRIBUTION
The selling shareholders
may sell or distribute the shares offered under this prospectus and any accompanying prospectus supplement, if required, in one
or more of the following ways (or in any combination) from time to time:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers or broker-dealers may agree
with the selling shareholders to sell a specified number of such ordinary shares at a stipulated price per share;
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through agents or through brokers or dealers, in which the broker-dealer will attempt to sell the shares as agent, but may
position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
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sales through the NYSE or on any national securities exchange or quotation service on which the ordinary shares may be listed
or quoted at the time of sale;
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directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;
or
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through a combination of such methods.
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The selling shareholders
and any agents, brokers or dealers that are involved in selling our ordinary shares may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such agents,
underwriters or dealers and any profit on the resale of our ordinary shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
There can be no assurance
that any selling shareholder will sell any or all of the ordinary shares registered pursuant to the registration statement of which
this prospectus forms a part. The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available,
rather than pursuant to the registration statement of which this prospectus forms a part. If sold under the registration statement
of which this prospectus forms a part, the securities will be freely tradable in the hands of persons other than our affiliates.
We cannot give any assurance as to the liquidity of the trading market for our ordinary shares, which is listed on the New York
Stock Exchange under the symbol “CISN”.
LEGAL MATTERS
Selected legal matters
as to U.S. law in connection with any offering hereby will be passed upon by Kirkland & Ellis LLP (a partnership that includes
professional corporations), Chicago, Illinois. The validity of the ordinary shares offered through this prospectus has been passed
upon by Walkers, Cayman Islands.
EXPERTS
The financial statements
of Cision Ltd. incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2017
have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
The combined financial
statements of PRN Group as of December 31, 2015 and 2014 and for each of the two years in the period ended December 31, 2015 and
the combined financial statements of PRN Group as of December 31, 2014 and 2013 and for each of the two years in the period ended
December 31, 2014 included in the Registration Statement on Form S-4 as initially filed with the SEC on April 17, 2018, which are
incorporated by reference in this prospectus, have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report incorporated by reference herein, and are incorporated by reference in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly
and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the internet
at a website maintained by the SEC located at
www.sec.gov
. Copies of certain information filed by us with the SEC
are also available on our website at
www.cision.com
. Our website is not a part of this prospectus and information on, or
accessible through, our website is not part of this prospectus.
This prospectus is
part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement
in accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for
further information about us and our subsidiaries and the securities we are offering. Statements in this prospectus concerning
any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to these filings. You should review the complete document to evaluate these statements.
INCORPORATION
BY REFERENCE
The SEC allows us to
incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to
you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus
is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus
is continually updated and those future filings may modify or supersede some of the information included or incorporated in this
prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the
statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus
incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act (in each case, other than those filings, documents or the portions of those documents not deemed to
be filed, including any information furnished pursuant to Item 2.02 or Item 7.01 of a Current Report on Form 8-K) after the date
we file the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement
and (ii) after the effectiveness of the registration statement of which this prospectus forms a part until the offering of the
securities under such registration statement is terminated or completed:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC on March 13, 2018; as amended
by Amendment No. 1 to Form 10-K, as filed with the SEC on April 30, 2018; and as amended by Amendment No. 2 to Form 10-K, as filed
with the SEC on June 1, 2018 (collectively, the “2017 Form 10-K”);
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Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018, June 30, 2018 and September 30, 2018, as filed
with the SEC on May 9, 2018, August 9, 2018 and November 8, 2018, respectively;
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Current Reports on Form 8-K or Form 8-K/A, as applicable, as filed with the SEC on February 8, 2018, March 23, 2018, April
17, 2018, May 9, 2018, May 14, 2018, May 18, 2018, June 19, 2018, June 28, 2018, August 2, 2018, September 17, 2018, November 2,
2018, January 3, 2019 and January 15, 2019;
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the registration statement on Form S-4, as initially filed with the SEC on April 17, 2018 only with respect to the audited
combined financial statements of PRN Group as of December 31, 2015 and 2014 and for each of the two years in the period ended December
31, 2015, the combined financial statements of PRN Group as of December 31, 2014 and 2013 and for each of the two years in the
period ended December 31, 2014, and the unaudited condensed combined financial statements of PRN Group as of March 31, 2016 and
December 31, 2015 and for the periods ended March 31, 2016 and March 31, 2015;
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those portions of our definitive proxy statement on Schedule 14A, as filed with the SEC on June 1, 2018, specifically incorporated
by reference in our 2017 Form 10-K; and
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The description of our capital stock incorporated by reference in our registration statement on Form 8-A, as filed with the
SEC on June 29, 2017, including any amendments or reports filed for the purpose of updating such description.
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You may request a copy
of these filings, at no cost, by writing or telephoning us at the following address or telephone number:
Cision Ltd.
130 E. Randolph Street
7
th
Floor
Chicago, Illinois 60601
(312) 922-2400
Those copies will not
include exhibits unless the exhibits have specifically been incorporated by reference in this document or you specifically request
them.
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