06
February 2025
Nexxen International
Ltd
("Nexxen"
or the "Company")
Nexxen Reiterates the
Timeline and Process for its Upcoming Stock Exchange and Trading
Structure Changes
Nexxen International Ltd. (AIM/NASDAQ: NEXN)
("Nexxen" or the "Company"), a global, flexible advertising
technology platform with deep expertise in data and advanced TV,
today reiterates the timeline and process for the Company's
upcoming stock exchange and trading structure changes, as well as
the implications for current holders of Nexxen's Nasdaq-listed
ADRs, AIM-listed Depositary Interests representing the Company's
Ordinary Shares, and certificated Ordinary Shares.
As announced on November 15, 2024,
the last day of dealings in the Company's AIM-listed Depositary
Interests will be February 14, 2025. Thereafter, at 6:01 PM Eastern
Time on February 14, 2025, the Company's Ordinary Shares will
reverse split such that every two Ordinary Shares held at the time
of the reverse split will consolidate into one New Ordinary Share
to facilitate a one-to-one ADR exchange.
At 6:02 PM Eastern Time on February
14, 2025, the Company's Nasdaq-listed ADRs will be exchanged for
New Ordinary Shares and the ADR facility will be
terminated.
At 7:00 AM GMT on February 17, 2025,
the Ordinary Shares (represented by Depositary Interests for
settlement) will be cancelled from admission to trading on AIM,
and, on February 18, 2025, the Company's New Ordinary Shares will
begin trading on Nasdaq under the ticker "NEXN".
Current holders of Nexxen's
Nasdaq-listed ADRs do not need to take any action for their ADRs to
be converted to Nasdaq-listed New Ordinary Shares. Thereafter,
shareholders who desire to sell their New Ordinary Shares on Nasdaq
should work with their broker to transact the sale.
As previously announced, the Company
had planned to replace the Company's current AIM-listed Depositary
Interests issued by MUFG Corporate Markets Trustees (UK) Limited
with CREST depositary interests upon the delisting. Upon further
review of the logistics involved in the transaction, and in the
course of the Board's ongoing review of the transaction, the Board
has determined that, upon the delisting, the current Depositary
Interests will be instead replaced with new depositary interests
issued by Computershare Investor Services PLC ("Computershare UK") (the "Replacement DIs") with each Replacement
DI representing one New Ordinary Share. This will streamline
administration and give shareholders access to a helpline provided
by Computershare as the Replacement DI Depositary if and when they
wish to reposition their shares.
Current holders of the Company's
Depositary Interests do not need to take any action. Following the
AIM delisting, they will have their Depositary Interests
automatically replaced in CREST with Replacement DIs issued by
Computershare UK. Thereafter, holders of Replacement DIs who desire
to sell their underlying New Ordinary Shares on Nasdaq should work
with their broker to reposition their shares in the U.S. and
transact the sale.
Current holders of certificated
Ordinary Shares do not need to take any action. Following the stock
split and delisting from AIM, the Company's share registry will be
moved to the Company's U.S. transfer agent, Computershare Trust
Company, N.A. ("Computershare US"). All existing share certificates
in issue will be deemed void and invalid from the point of transfer
of the share register to Computershare US in the U.S. and will be
cancelled. Shareholders' holdings of Ordinary Shares held in
certificated form will be recorded directly on the Company's share
register, which will be held in the Direct Registration System
("DRS") and maintained by Computershare US. Holders will receive a
DRS statement of account by post from Computershare evidencing
legal title to their New Ordinary Shares in due course and
thereafter should work with their broker to transact any desired
sales.
As a result of these steps, Nexxen
will trade solely on Nasdaq under one consolidated U.S. Ordinary
Share listing.
In connection with this change, the
Company makes the following updates to certain sections of Appendix
A "Transaction FAQs" of the
circular that it published on November 15, 2024 (showing the
amendments and deletions for clarity):
What is the Proposed Transaction?
The Board of Directors of Nexxen
International, Ltd (the "Company") has determined that it is in the
best interest of the Company, its investors and other stakeholders
to consolidate all trading of the Company's securities on one stock
exchange - the NASDAQ Global Market in the United States. The
process for implementing this transition (the "Transaction") from a
dual listing of the Company's American Depositary Shares (the
"ADSs") on Nasdaq and ordinary shares of nominal value NIS 0.01
each in the capital of the Company on AIM (the "Shares") to a sole
listing of ordinary share of nominal value NIS 0.02 each in the
capital of the Company (the "New Shares") on Nasdaq broadly
involves: (1) a reverse share split with respect to all outstanding
Shares by means of a 2-for-1 reverse share split (the "Reverse
Share Split"), after which each two Shares will be represented by
one New Share, and each ADS will represent one New Share, (2) a
mandatory exchange under the Company's ADS facility as a result of
which ADS holders, upon the Company's termination of the existing
ADS facility, will have their ADSs automatically cancelled and will
be credited with the right to receive the underlying New Shares
represented by their ADSs at a rate of one New Share for each ADS
cancelled (the "Mandatory ADS Exchange"), (3) a listing of the
Shares on Nasdaq instead of the ADSs (as the ADSs will be delisted
for trading from Nasdaq), (4) the appointment of Computershare
Trust Company, N.A. ("Computershare US") to
act as the Company's U.S. transfer agent, (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 MUFG Corporate
Markets Trustees (UK) Limited (the "DI Depositary") with
replacement depositary interests (the "Replacement
DIs") issued by Computershare Investor Services PLC ("Computershare
UK") CREST depositary interests (the
"CDIs"). Following the Transaction, the New Shares would be
listed on Nasdaq under ticker symbol "NEXN" and all public trading
of securities in the Company will take place on Nasdaq.
I
hold depositary interests trading on AIM - what do I need to
do?
In order to ensure ease of
cross-border movements of shares between the U.K. and U.S. markets
for shareholders, the Company has arranged for the current DIs
issued by the Depositary to be replaced with the Replacement DIs CDIs
representing Shares held through the DTC system. The Company has
arranged with the Depositary for the current DI facility to be
terminated with effect from the close of business in the U.K. on
February 14, 2025 (Friday). In anticipation of this change, stock
deposits and withdrawals will not be possible in CREST from the
close of business on February 12, 2025. All depositary interests in
the DI facility at the close of business in the U.K. on February
14, 2025 (Friday) will automatically be cancelled and replaced in
CREST with Replacement DIs
CDIs representing the number of underlying
New Shares resulting from the Reverse Share Split. Such underlying New Shares will, from this time, be held by
CREST International Nominees Limited (the "CREST Nominee"), as
custodian in the DTC clearance system for CREST Depository Limited,
a subsidiary of Euroclear UK & International Limited (the
"CREST Depository") as the depository and issuer of the CDIs.
Holders of DIs do not need to take any action in this
regard.
What are the Replacement
Depository Interests and how are they different from my current
DIs? What are CREST Depository
Interests (CDIs)?
A depositary instrument CDI is a security constituted under English law issued
by a depositary the CREST Depository that
represents an entitlement to international securities. The
Replacement DIs CDIs are issued by Computershare
UK the CREST Depository to CREST
members and represent an entitlement to identifiable underlying
securities. Each Replacement DI
CDI will represent a New Share held by
Computershare US the CREST
Nominee as custodian in the DTC clearance system for
Computershare UK the CREST
Depository as the depositary and issuer of the Replacement DIs CDIs.
The CREST Depository's relationship with
CDI-holding CREST members is governed by the CREST Deed Poll and
the CREST International Manual. Holding by
way of a CDI will entail international custody costs and
certain differences in the nature, range and cost of corporate
services, including with respect to the manner in which voting
rights can be exercised in person or by proxy, relative to a direct
holding of New Shares. The Company expects to enter into
arrangements enabling it to send shareholder meeting materials to,
and receive voting instructions from, holders of the Replacement DIs CDIs. CREST
members who anticipate continuing to hold their investment in New
Shares in CREST via Replacement DIs
CDIs should familiarize themselves with the
Replacement DI CDI
service offering details of which are included in the CREST International Manual and the terms of the CREST
deed poll.
I
have further questions that are not dealt with sufficiently here -
where can I find further information?
If you hold your certificated Shares
or DIs via a broker, please discuss with your broker in the first
instance.
In respect of any queries regarding
the Replacement DIs CDIs, the Replacement DIs
CDIs will be issued in accordance with the
Computershare UK Euroclear
UK & International Limited deed poll and holders of DIs
should note that Computershare Euroclear UK & International Limited will be the
contact for the purposes of any queries in relation to the
Replacement DIs CDIs or for a copy of the deed poll.
In respect of any queries regarding
the Replacement DIs, the Replacement DIs will be issued in
accordance with the Computershare UK deed poll and holders of DIs
should note that Computershare will be the contact for the purposes
of any queries in relation to the Replacement DIs or for a copy of
the deed poll, and its contact details are set out
below.
Computershare UK Offices:
+44 (0)370 702 0003
For queries for holders of
certificated Ordinary Shares, contact details are set out as
below.
Computershare US Offices:
(800) 736-3001 (US)
+1 (781) 575-3100
(Non-US)
About
Nexxen
Nexxen empowers advertisers,
agencies, publishers and broadcasters around the world to utilize
data and advanced TV in the ways that are most meaningful to them.
Our flexible and unified technology stack comprises a demand-side
platform ("DSP") and supply-side platform ("SSP"), with the Nexxen
Data Platform at its core. With streaming in our DNA, Nexxen's
robust capabilities span discovery, planning, activation,
monetization, measurement and optimization - available individually
or in combination - all designed to enable our partners to achieve
their goals, no matter how far-reaching or hyper niche they may
be.
Nexxen is headquartered in Israel
and maintains offices throughout the United States, Canada, Europe
and Asia-Pacific, and is traded on the London Stock Exchange (AIM:
NEXN) and NASDAQ (NEXN). For more information, visit
www.nexxen.com.
For
further information please contact:
Nexxen International
Ltd.
Billy Eckert, Vice President of Investor Relations
ir@nexxen.com
Caroline Smith, Vice President of
Communications
csmith@nexxen.com
Vigo
Consulting (U.K. Financial PR & Investor
Relations)
Jeremy Garcia / Peter Jacob
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
Cavendish Capital Markets Limited
Jonny
Franklin-Adams / Seamus Fricker / Rory Sale (Corporate
Finance)
Tim Redfern / Jamie Anderson (ECM)
Tel: +44 20 7220 0500
Forward Looking
Statements
This press release contains
forward-looking statements, including 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 and Exchange Act of 1934, as amended. Forward-looking
statements are identified by words such as "anticipates,"
"believes," "expects," "intends," "may," "can," "will,"
"estimates," and other similar expressions. However, these words
are not the only way Nexxen identifies forward-looking statements.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements, including without limitation statements regarding the
anticipated benefits and potential timing of the Company's ADR
exchange and termination, reverse split and AIM delisting, as well
as any other statements related to Nexxen's future financial
results and operating performance. These statements are neither
promises nor guarantees but involve known and unknown risks,
uncertainties and other important factors that may cause Nexxen's
actual results, performance or achievements to be materially
different from its expectations expressed or implied by the
forward-looking statements, including, but not limited to, the
following: negative global economic conditions; global conflicts
and war, including the war and hostilities between Israel and
Hamas, Hezbollah and Iran, and how those conditions may adversely
impact Nexxen's business, customers and the markets in which Nexxen
competes; changes in industry trends; the risk that Nexxen will not
realize the anticipated benefits of its acquisition of Amobee and
strategic investment in VIDAA; and, other negative developments in
Nexxen's business or unfavourable legislative or regulatory
developments. Nexxen cautions you not to place undue reliance on
these forward-looking statements. For a more detailed discussion of
these factors, and other factors that could cause actual results to
vary materially, interested parties should review the risk factors
listed in the Company's most recent Annual Report on Form 20-F,
filed with the U.S. Securities and Exchange Commission
(www.sec.gov) on March 6, 2024. Any forward-looking statements made
by Nexxen in this press release speak only as of the date of this
press release, and Nexxen does not intend to update these
forward-looking statements after the date of this press release,
except as required by law.
Nexxen, and the Nexxen logo are
trademarks of Nexxen International Ltd. in the United States and
other countries. All other trademarks are the property of their
respective owners. The use of the word "partner" or "partnership"
in this press release does not mean a legal partner or legal
partnership.
