TIDMMTMY
RNS Number : 5155Z
Matomy Media Group Ltd
15 December 2017
15 December 2017
Matomy Media Group Ltd.
Notice of EGM
Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA, "Matomy" or
the "Company") has issued today a Notice of Extraordinary General
Meeting (respectively the "Notice" and "EGM").
The Notice is being issued in connection with the Company
considering a fundraising by way of issuing NIS-denominated
Convertible Bonds on the Tel-Aviv Stock Exchange ("TASE") as
detailed in the Circular.
Team Internet and Use of Proceeds
As outlined in paragraphs 14.5 and 15.1 of the Additional
Information section of Matomy's IPO prospectus, dated 9 July 2014,
the Company is a party to the Team Internet Framework Agreement,
which includes a right of Rainmaker Investments, the minority of
Team Internet's shareholders, to individually transfer all of their
remaining shareholding in Team Internet (being 20% in aggregate) to
the Company or its designated affiliate in equal instalments of 10%
in each of the periods between 1 September 2016 and 31 August 2017,
1 September 2017 and 31 August 2018 and 1 September 2018 and 31
August 2019 (each, an "Exit Sale").
The consideration payable for each Exit Sale is an amount equal
to the product of dividing the Company's market capitalisation on
the date of the Exit Sale by 85% of the Company's EBITDA for the
preceding full four financial quarters, provided that such figure
shall be no less than 8, multiplied by the sum of (i) Team
Internet's EBITDA; plus (ii) the proportionate positive EBITDA of
the shares held by Team Internet in each of the Company and any
subsidiary of Team Internet that is not consolidated into Team
Internet's audited financial information, in each case, for the
12-month period prior to the date of the Exit Sale, pro rata for
the portion of shares being sold.
The first Exit Sale was exercised and paid as announced on 13
January 2017.
The net proceeds of the issuance of the Bonds will be used by
the Company to finance the second Exit Sale and ensure timely
payment of the consideration.
The fundraising pursuant to the issuance of the Bonds is
conditional upon the Company obtaining approval from shareholders
to disapply pre-emption rights and grant the Board authority to
issue the Bonds and any converted shares. Completion of this
issuance of the Bond is, therefore, conditional upon the passing of
each of the Resolutions set out in the Notice. Completion of the
issuance of the Bonds is also conditional on the successful
completion of the issuance process and admission of the underlying
Bonds to TASE.
The final number of Converted Shares that may be issued by the
Company is unknown and contingent upon the completion of the
process for issuing the Bonds, including determination of the final
price for the Bonds. Therefore, the Company is seeking to disapply
pre-emption rights up to 19.5 per cent. of the Existing Ordinary
Shares amounting to 19,019,671 Ordinary Shares.
THE NEGOTIATIONS RELATING TO THE TERMS OF THE CONTEMPLATED
ISSUANCE OF BONDS ARE STILL NOT FINALIZED AND THERE IS NO CERTAINTY
THAT THE ISSUANCE OF THE BONDS WILL BE INITIATED AT ALL OR
CONSUMMATED. FURTHERMORE THE AMOUNT TO BE RAISED AND THE DEFINITIVE
TERMS OF THE TRANSACTION DETAILED HEREIN WILL BE ONLY THOSE
DESCRIBED IN THE FINAL VERSION OF THE BOND OFFERING DOCUMENTS.
FURTHERMORE, THE AFORESAID IS NOT AN OFFER OR INVITATION OR
SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR PURCHASE OF
THE BONDS. FULL DETAILS REGARDING THE CONTEMPLATED ISSUANCE OF THE
BONDS WILL BE INCLUDED IN THE BOND OFFERING DOCUMENTS, WHICH WILL
BE PUBLISHED AND MADE AVAILABLE PRIOR TO THE DATE OF THE
MEETING.
Potential Related Party Transactions
Certain Shareholders, who are related parties by virtue of being
a substantial shareholder or a Director of the Company, or director
or an associate of a substantial shareholder of the Company, have
already indicated their intention to participate in the bidding for
the Bonds in the sum of up to $7 million, on a prorated basis among
themselves, as detailed in the Circular.
Circular
A circular to shareholders giving notice of the EGM will be made
available today on the Company's website at www.matomy.com, the
website of the Israeli Securities Authority at www.magna.isa.gov.il
and the website of the Tel-Aviv Stock Exchange at maya.tase.co.il
giving notice of the EGM (the "Circular") followed by posting. The
EGM will be held at the registered offices of the Company at 08:00
(London time) / 10:00 (Tel Aviv time) on Monday, 8 January
2018.
Recommendation
The Board believes the proposed fundraising pursuant to the
issuance of the Bonds to be in the best interests of the Company
and Shareholders as a whole, as detailed in the Circular.
Accordingly, the Directors unanimously recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the Extraordinary General Meeting (as they intend to do in respect
of their own beneficial holdings).
Unless otherwise defined in this announcement, all defined terms
shall have the same meaning as in the Circular.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulations (EU) No. 596/2014 ("MAR").
About Matomy Media Group Ltd.
Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) is a global
media company with a portfolio of superior data-driven platforms
for mobile, video, domain, and email advertising. By providing
customized performance and programmatic solutions supported by
internal media capabilities, data analytics, and optimization
technology, Matomy empowers advertising and media partners to meet
their evolving growth-driven goals. Matomy's programmatic platforms
include the MobFox SSP, the mobile demand side platform myDSP, and
the video advertising platform Optimatic. Founded in 2007 with
headquarters inTel Aviv and 7 offices around the world, Matomy is
dual-listed on the London and Tel Aviv Stock Exchanges.
For more information:
Facebook: www.facebook.com/MatomyMediaGroup
Follow Matomy on Twitter: @MatomyGroup
LinkedIn: www.linkedin.com/company/matomy-media-group
Press Contact Information:
Justine Rosin
justine@headline-media.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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