TIDMTRMR
RNS Number : 5666T
Tremor International Ltd
26 March 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
26 March 2021
Tremor International Ltd
("Tremor" or the "Company")
Appointment of Non-executive Director,
Notice of Extraordinary General Meeting
&
Buyback Programme Update
Appointment of Non-executive Director
Tremor International Ltd (AIM: TRMR), a global leader in
advertising technologies, announces its intention to appoint Lisa
Klinger as Non-executive Director and Chair of the Company's Audit
Committee, subject to shareholder approval being received at a
general meeting of the Company.
Lisa has nearly 30 years' experience in international finance.
Most recently, Lisa was Chief Financial Officer at Ideal Image
Development Corp, one of the largest cosmetic and aesthetic
services providers in the US, between 2018 and 2019, and prior to
that she held the role of Chief Financial and Administrative
Officer between 2016 and 2017 at Peloton Interactive Inc, the
American exercise equipment and media company. Lisa has also held
senior finance roles at the Fresh Market Inc, where she was
Executive and Vice President, Chief Financial Officer for three
years, as well as at Michaels Stores Inc, where she was Senior Vice
President, Finance and Treasurer for four years, and Acting Chief
Financial Officer.
Lisa is currently Corporate Board Member and Audit Committee
Chair at Emerald Holding Inc, a leading operator of B2B trade shows
in the US, and a Corporate Board Member at PartyCity HoldCo Inc, a
party goods retailer in North America. Once appointed, Lisa will
Chair Tremor's Audit Committee and be a member of the Company's
Remuneration Committee.
Notice of EGM
The Company will be hosting an Extraordinary General Meeting
("EGM") on 30 April 2021 at 2.00 pm BST, the notice of which is now
available on the Company's website (
www.tremorinternational.com/investors ) and will be posted to
shareholders shortly.
In light of current UK Government measures relating to the
COVID-19 pandemic, including restrictions on gatherings and
non-essential travel, it is anticipated that the EGM will be
convened with the minimum quorum of only one Director and one other
shareholder in attendance in person, which will be facilitated by
the Company, in order to conduct the business of the meeting.
Therefore, in lieu of attending the EGM in person, all other
shareholders are requested to complete and return the Form of Proxy
to appoint the Chairman of the meeting as their proxy with their
voting instructions. Shareholders must not attend the meeting in
person.
In connection with the Company's announcement on 16 March 2021,
in which it advised that it has confidentially submitted a draft
Registration Statement on Form F-1 with the United States
Securities and Exchange Commission (the "SEC") relating to a
proposed initial public offering of American Depositary Shares
representing its ordinary shares in the United States (the
"Proposed Offering"), the resolutions presented at the meeting will
include proposed changes to:
- The Articles of Association;
- A waiver of shareholders pre-emption rights in connection with the Proposed Offering;
- The Director and Officer Indemnification Agreement;
- The remuneration policy for directors and officers;
- Employee equity incentive plans;
- Board composition; and
- Executive and non-executive compensation packages.
Buyback Programme Update
The Company's current $10 million buyback programme, originally
announced on 20 December 2020, will be paused while the Company
pursues the Proposed Offering, which is expected to take place in
the second quarter of 2021 after the SEC completes its review
process, subject to market and other conditions.
Under the current buyback programme, $6.6 million in Ordinary
Shares (917,998 Ordinary Shares) have been acquired and
reclassified as dormant shares under Israeli Companies Law (without
any rights attached thereon) and will be held in treasury.
For further information please contact:
Tremor International Ltd via Vigo Communications
Ofer Druker, Chief Executive Officer
Sagi Niri, Chief Financial Officer
finnCap Ltd Tel: +44 20 7220 0500
Jonny Franklin-Adams / James Thompson (Corporate
Finance)
Tim Redfern / Dicky Chambers (ECM)
Stifel Nicolaus Europe Limited Tel: +44 20 7710 7600
Fred Walsh
Alain Dobkin
Nick Adams
Richard Short
Vigo Communications Tel: +44 20 7390 0230
Jeremy Garcia
Antonia Pollock
Charlie Neish
The following information is disclosed in relation to Lisa Kay
Klinger, age 54, pursuant to Schedule Two paragraph (g) and Rule 17
of the AIM Rules for Companies:
Current Directorships / Partnerships:
-- Party City Holdco Inc .
-- Emerald Holding, Inc.
-- Emerald Expositions LLC
-- Emerald X LLC
Previous Directorships / Partnerships (held in the past five
years)
-- None
Lisa Klinger has no beneficial interest in the equity securities
of Tremor International Ltd.
About Tremor
Tremor is a global leader in advertising technologies operating
across three core capabilities - Video, Data and CTV. Our unique
approach is centred on offering a full stack of end-to-end software
solutions which provides the Company with a major competitive
advantage within the video advertising ecosystem.
Tremor Video helps advertisers deliver impactful brand stories
across all screens through the power of innovative video technology
combined with advanced audience data and captivating creative
content. Tremor Video is one of the largest and most innovative
video advertising companies in North America and globally, with
offerings in CTV, in-stream, out-stream and in-app.
The media side of Tremor, Unruly, drives real business outcomes
in multiscreen advertising. Its highly ranked programmatic platform
efficiently and effectively delivers performance, quality, and
actionable data to demand and supply-focused clients and partners.
Tremor has a meaningful number of direct integrations with
publishers, unique demand relationships with the world's biggest
advertisers and privileged access to News Corp inventory. Unruly
connects to the world's largest DSPs and is compatible with most
AdAge top 100 brands.
Tremor International Ltd is headquartered in Israel and
maintains offices throughout the US and Canada, Europe,
Asia-Pacific and Australia and is traded on the London Stock
Exchange (AIM: TRMR).
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful. This press
release shall not constitute an offer to purchase any securities or
a solicitation of an offer to sell any securities, and is issued
pursuant to Rule 135e under the Securities Act.
Forward-Looking Statements
This press release contains forward-looking statements (as
defined in Section 27A of the Securities Act, and Section 21E of
the Securities Exchange Act of 1934, as amended) concerning future
events. Words such as "expects, " "intends," "plans," "believes,"
"anticipates," "hopes," "estimates," and variations of such words
and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are based on the
information available to, and the expectations and assumptions
deemed reasonable by the Company at the time these statements were
made. Although the Company believes that the expectations reflected
in such forward-looking statements are reasonable at the time made,
no assurance can be given that such expectations will prove to have
been correct. These statements involve known and unknown risks and
are based upon a number of assumptions and estimates, which are
inherently subject to significant uncertainties and contingencies,
many of which are beyond the control of the Company. Actual results
may differ materially from those expressed or implied by such
forward-looking statements. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
domestic law by virtue of the European Union (Withdrawal Act) 2018
("UK MAR").
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