TIDMTAP TIDMRTHM
RNS Number : 9109O
Taptica International Ltd
04 February 2019
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (EU 596/2014). Upon the publication
of this Announcement, this inside information is now considered to
be in the public domain.
4 february 2019
RECOMMED OFFER
for
RhythmOne plc
by
Taptica INTERNATIONAL Ltd
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act
Taptica International Ltd ("Taptica", AIM: TAP), a global leader
in advertising technologies for performance-based mobile marketing
and brand advertising, is pleased to announce a proposed merger
with RhythmOne Plc ("RhythmOne", AIM: RTHM) by way of a recommended
offer by Taptica to acquire the entire issued and to be issued
ordinary share capital of RhythmOne under the UK Takeover Code.
The combination of the two businesses is expected to create one
of the leading video advertising companies in the US, delivering
significant economies of scale, customer base and supply chains to
compete with the industry leaders.
Highlights
-- Under the terms of the Offer, each RhythmOne Shareholder will
be entitled to receive 28 New Taptica Shares for every 33 RhythmOne
Shares held.
-- The Offer is proposed to be effected by means of a Scheme of
Arrangement under Part 26 of the Companies Act.
-- Taptica Shareholders and fully diluted RhythmOne Shareholders
will hold 50.1% and 49.9% of the Enlarged Group respectively
following the completion of the Offer.
-- The Enlarged Group intends to launch a $15 million
discretionary share buy back programme immediately following
completion of the Offer.
-- Proposed appointment of Ofer Druker as CEO of Taptica,
subject to standard regulatory approvals. Ofer Druker will also
become the CEO of the Enlarged Group.
-- The Boards of Taptica and RhythmOne will be publishing an
investor webcast and presentation today on both the Taptica and
RhythmOne websites, at www.tapticainternational.com and
www.rhythmone.com.
-- Irrevocable commitments and letters of intent to vote in
favour of the proposed merger from shareholders holding 46.6 per
cent. of the issued Taptica Shares and 50.95 per cent. of the
issued RhythmOne Shares.
-- This announcement should be read in its entirety.
Background to and reasons for the proposed merger
The advertising technology space has seen a significant
transition in the way individuals consume media over the last
decade. Audiences who previously viewed content on desktop screens
have shifted to viewing via mobile devices with rapid growth of
consumption for connected TV ("CTV") platforms and over-the-top
media ("OTT"). These alternative platforms promise to be the future
of video and offer a compelling proposition for advertisers.
The Enlarged Group is expected to benefit from the
following:
-- A significant increase in the scale and profile of its video
advertising business, in particular within the United States, which
could also create interesting global opportunities.
-- The ability for YuMe (acquired by RhythmOne in February 2018)
and Tremor Video (acquired by Taptica in August 2017) to work
alongside one another, giving sales teams strong cross-selling
opportunities and the potential to further diversify existing
revenue streams. Specifically, YuMe has attractive relationships
with large-scale premium advertisers and access to premium
inventory which could provide the Enlarged Group with valuable
reach into CTV media, where RhythmOne has gained important
experience over the last few years. Similarly, Taptica believe
Tremor Video's knowledge and existing relationships with premium
advertisers and TV data companies would be of commercial benefit to
the YuMe sales team.
-- Pushing Tremor Video's demand-side platform through RhythmMax
is expected to generate significant revenue opportunities.
-- The combination of the supply side of RhythmOne and the
demand side of Taptica will allow the Enlarged Group to offer a
comprehensive, end-to-end technology platform to its customers.
-- Certain of RhythmOne's assets could be highly complementary
to Taptica's performance business. Performance-based advertising
has become increasingly focused on brand protection, deliverability
and measurement of KPIs. RhythmOne has strong relationships and
agreements in place to access a large supply of media. The Enlarged
Group will be able to offer a media platform with the ability to
reach a large volume of users and optimise performance based on a
technological advantage.
-- Significant infrastructure cost synergies, primarily
surrounding the consolidation of service providers, the
rationalisation of bandwidth and technology infrastructure and
saving the costs currently incurred through RhythmOne's listing on
AIM and from being registered as a foreign private issuer with the
U.S. Securities and Exchange Commission.
-- Taptica's management team's proven track record in
successfully integrating businesses and leveraging established
brands within the ad-tech ecosystem, as proven by its successful
integration of Tremor Video DSP (demand side platform) acquired in
August 2017.
-- The skills and expertise of the combination of both Taptica's
and RhythmOne's employees will enable the Enlarged Group to grow
its overall business.
-- The creation of a cash generative business supported by
Taptica's net cash position as at 31 December 2018 of $54.4
million(i) . As at 30 November 2018, RhythmOne had a net cash
position of $18.22 million(ii) .
Taptica positioned itself via the acquisition of Tremor Video
DSP in August 2017 to exploit the changing industry landscape
towards video OTT and CTV. CTV is becoming one of the main delivery
points for OTT content and is expected to grow as audiences
continue to embrace digital streaming over multiple devices. In
2018, it was estimated that the number of CTV users was 182.6
million in the US alone, and this is expected to rise to 204.1
million by 2022, which represents 60.1% of the projected US
population(iii) . This expected growth in audience size has given
rise to an expected increase in video advertising budgets. It is
expected that digital video ad spend will grow in the United States
from $17.9 billion in 2018 to $26.93 billion by 2021(iv) , and
across the same period it is expected that digital ad spend will
grow from $37.45 billion to $70.66 billion globally(v) . The Boards
of both Taptica and RhythmOne believe that the Enlarged Group will
be in a better position as one of the leading video advertising
companies in the US to exploit this fast-growing global video
advertising space.
Further details regarding the background of the Offer, the
recommendation from RhythmOne to its shareholders and intentions
for the Enlarged Group can be found in Section 2, parts 3,5 and 10
of this document.
Proposed merger terms
-- Under the terms of the Offer, each RhythmOne Shareholder will
be entitled to receive 28 Taptica Shares for every 33 RhythmOne
Shares held.
-- Based on the closing mid-market price of a RhythmOne Share of
170.4 pence on the 1 February 2019, being the latest practicable
date prior to the release of this Announcement (Latest Practicable
Date), the Offer values the entire issued and to be issued ordinary
share capital of RhythmOne on a fully diluted basis at
approximately GBP135 million.
-- The terms of the Offer were agreed on the basis of a merger
of the two businesses and their respective merits rather than on
the current market share price of each respective business.
-- The Offer has been structured such that shares owned by
Taptica Shareholders will represent 50.1 per cent. of the Enlarged
Group, with the issued and to be issued share capital of RhythmOne
representing 49.9 per cent. of the Enlarged Group.
(i) Net Cash is defined by Taptica as "Cash and cash equivalents
less short- and long-Term interest-bearing debt including capital
and finance leases."
(ii) Net Cash defined by RhythmOne as: "Net cash comprises of
cash on hand and demand deposits, and other short-term highly
liquid investments that are readily convertible to a known amount
of cash and are subject to an insignificant risk of changes in
value in addition to marketable securities which are investments in
corporate bonds, commercial papers, government bonds,
collateralized securities and certificates of deposit net of
borrowings under the Company's revolving credit facility."
(iii) 'Connected TV Advertising' report published by eMarketer
August 2018
(iv) 'Q2 2018 Digital Video Trends - Monetization, Audience,
Platforms and Content' report published by eMarketer April 2018
(v) July 2018 Cowen and Company report "Cowen's Inaugural
Midyear Ad Buyer Survey - Ahead Of The Curve Follow Up Series"
Appointment of a new Chief Executive Officer
The Board of Taptica is pleased to announce that Ofer Druker is
expected to become the Chief Executive Officer of Taptica and the
Enlarged Group, subject to standard regulatory approvals being
received. Mr. Druker is currently the Executive Chairman of the
Tremor Video division of Taptica and has been instrumental in the
successful integration between Tremor Video and Taptica since it
was acquired by Taptica in August 2017.
Mr Druker was the founder and CEO of Matomy Media Group Ltd
until April 2017, having built Matomy from its inception in 2007
into a digital media company with revenues of $276.6 million for
the full year ended December 2016. Mr Druker was responsible for
leading Matomy's most important strategic transactions, including
the acquisitions of Team Internet, Media Whiz, Mobfox and
Optimatic. Mr Druker is expected to take over from the Company's
Interim CEO, Rivi Bloch, who was appointed shortly after Mr Hagai
Tal stepped down from the Board on 5 December 2018. Ms Bloch will
continue as CEO of Taptica's Performance Division.
Taptica would like to reconfirm that the result of the civil
court case announced on 3 December 2018 against Hagai Tal, the
previous CEO and Executive Director of Taptica, has no impact on
Taptica and the Board has no reason to believe there have been any
criminal offences conducted by Mr Hagai Tal. Mr Tal is supportive
of the proposed merger and has irrevocably undertaken to vote in
favour of the resolutions to be proposed at the Taptica General
Meeting with regard to his 13.85 per cent. shareholding of
Taptica.
The Board of the Enlarged Group (the "Enlarged Group Board")
will be made up of Taptica's existing board members, with the
addition of Ofer Druker as Chief Executive Officer.
Share buy back programme
Taptica announces that it is the intention of the Enlarged Group
to launch a $15 million discretionary share buy back programme to
purchase shares in the market, commencing immediately following the
completion of the proposed merger. The Enlarged Group will instruct
finnCap Limited ("finnCap") to manage the buy back on its behalf
during the period.
A further announcement will be made shortly following the
completion of the proposed merger to detail the launch of the share
buy back programme.
Tim Weller, Non-Executive Chairman of Taptica commented:
"Taptica is pleased to announce the proposed merger with
RhythmOne in a transaction we believe to be in the best long-term
interest of Taptica shareholders. The Enlarged Group is expected to
create one of the leading video advertising platforms in the United
States and will therefore be well-positioned to exploit the growing
demand for OTT and CTV. The Enlarged Group will be able to offer a
comprehensive technology platform to its customers with a full
demand side and supply side offering to create interesting global
opportunities. This, coupled with the Enlarged Group's global scale
of operation, is important to retaining and gaining customers and
will enable it to compete with other market leaders in the video
advertising space.
"The board of Taptica acknowledges the limited communication
with its shareholders whilst Taptica has been in negotiations
regarding the proposed merger, which forced Taptica into a closed
period and paused the share buy back programme announced on 12
December 2018. Taptica's management has been working hard on the
proposed transaction in order to announce it as soon as possible
and ending the period of limited publicly available
information.
"Taptica proposes to release its full year figures to 31
December 2018 on 26 March 2019, when it will provide a
comprehensive overview of Taptica's performance in 2018. RhythmOne,
as an English public company, is subject to the UK Takeover Code
and therefore certain rules are in place that restrict unaudited
financial information being made publicly available on the Offeror
and Offeree whilst negotiations are in process. Taptica released a
brief trading update on 17 January 2019, confirming that it
finished the year to 31 December 2018 in line with management
expectations; the limited information contained in this statement
in comparison to trading updates made in previous years was as a
result of these restrictions.
"The Board of the Enlarged Group will update the market
regarding the potential synergies and opportunities available to
the Enlarged Group shortly after the completion of the merger."
Commenting on the Offer, Eric Singer, Non-Executive Chairman of
RhythmOne, said:
"I believe this transaction best positions RhythmOne for the
future. As we look into and plan for our next fiscal year,
combining RhythmOne and Taptica addresses the importance of scale
in our industry. The transaction also leverages each company's
respective capabilities to provide a more comprehensive product
offering, which will, we believe, offer significant revenue
synergies, to the benefit of our shareholders and employees."
This summary should be read in conjunction with, and is subject
to, the accompanying full text of this Announcement (including the
Appendices) which sets out further details of the Offer and which
forms an integral part of this Announcement. Appendix I to this
Announcement contains the conditions to, and certain further terms
of, the Scheme and the Offer. Appendix II to this Announcement
contains further details of the sources of information and bases of
calculations set out in this Announcement. Appendix III (RhythmOne
Irrevocable Undertakings and Letters Of Intent) and Appendix IV
(Taptica Irrevocable Undertakings and Letters of Intent) to this
Announcement contains further details of the irrevocable
undertakings and letters of intent. Appendix V to this Announcement
contains definitions of certain expressions used in this summary
and in this Announcement.
For further information or enquiries please contact:
Taptica International Ltd Tel: +972 3 545 3900
Tim Weller, Non-Executive Chairman
Yaniv Carmi, Chief Financial Officer
finnCap Ltd (financial adviser, nominated Tel: +44 20 7220 0500
adviser and broker to Taptica)
Jonny Franklin-Adams
Henrik Persson
James Thompson
Hannah Boros
Vigo Communications (PR to Taptica) Tel: +44 20 7390 0230
Jeremy Garcia
Antonia Pollock
Charlie Neish
RhythmOne Plc Tel: +44 20 7383 5100
Eric Singer, Non-Executive Chairman
Mark Bonney, Chief Executive Officer
Whitman Howard (financial adviser and broker Tel: +44 20 7659 1234
to RhythmOne)
Nick Lovering
Christopher Furness
Disclaimers
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser, nominated adviser and broker to Taptica and
no one else in connection with the matters referred to in this
Announcement. In connection with these matters, finnCap, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to anyone other than Taptica for providing the
protections afforded to the clients of finnCap nor for providing
advice in relation to the matters referred to in this
Announcement.
Whitman Howard Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RhythmOne and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than RhythmOne for
providing the protections afforded to clients of Whitman Howard, or
for providing advice in connection with the Offer or any other
matter referred to in this Announcement.
IMPORTANT NOTICES
Publication of certain documents in connection with the
Offer
This Announcement is made pursuant to Rule 2.7 of the Takeover
Code and is for information purposes only and is not intended to,
and does not, constitute or form part of an offer to sell or
invitation to purchase any securities or the solicitation of any
vote for approval in any jurisdiction, nor shall there be any sale,
issue or transfer of the securities referred to in this
Announcement in any jurisdiction in contravention of applicable
law.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the Takeover Code, the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority, the AIM Rules and the rules of the London Stock Exchange
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England and
Wales.
The Offer will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which will together contain the
full terms and conditions of the Offer, including details of how to
approve the Offer. Any vote in respect of the Scheme or other
response in relation to the Offer should be made only on the basis
of the information contained in the Scheme Document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Taptica or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Offer to RhythmOne Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
US investors in RhythmOne
The Offer relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
English law. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Taptica were to
elect to implement the Offer by means of a Takeover Offer, such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including the US tender offer rules, to the extent
applicable. Additionally, the new Taptica Shares to be issued
pursuant to the Scheme to RhythmOne Shareholders would be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act of 1933, provided by Section 3(a)(10)
thereof.
Cautionary note regarding forward looking statements
This Announcement contains statements that are or may be deemed
to be forward looking with respect to the financial condition,
results of operations and business of Taptica and RhythmOne or the
Enlarged Group, and certain plans and objectives of the Taptica
Board and Taptica. These forward looking statements can be
identified by the fact that they are prospective in nature and do
not relate to historical or current facts. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal" or
"strategy" or, words or terms of similar substance or the negative
thereof, are forward looking statements. These statements are based
on assumptions and assessments made by the Taptica Board or
RhythmOne Board in light of their experience and their perception
of historical trends, current conditions, expected future
developments and other factors they believe appropriate.
These forward looking statements are made as at the date of this
Announcement and are not guarantees of future financial
performance. Except as expressly provided in this Announcement,
they have not been reviewed by the auditors of Taptica or
RhythmOne. By their nature, forward looking statements involve
known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements, which speak only
as of the date hereof. All subsequent oral or written forward
looking statements attributable to Taptica or RhythmOne or any of
their respective members, directors, officers or employees or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Each of Taptica and
RhythmOne disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Taptica or RhythmOne for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for Taptica or RhythmOne, as the case may be.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one (1) per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one (1) per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror(s) and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Takeover Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Disclosure in accordance with Rule 2.9 of the Takeover Code
The ordinary shares of RhythmOne are traded on AIM, a market of
the London Stock Exchange, with International Securities
Identification Number ("ISIN") GB00BYW0RC64. RhythmOne confirms
that as at the close of business on 1 February 2019 (being the last
Business Day prior to the date of this Announcement), it had in
issue 78,636,522 ordinary shares of 10 pence each; there were no
ordinary shares held in treasury. The number of ordinary shares in
issue with voting rights is 78,636,522.
The ordinary shares of Taptica are traded on AIM, a market of
the London Stock Exchange, with ISIN IL0011320343. Taptica confirms
that as at the close of business on 1 February 2019 (being the last
Business Day prior to the date of this Announcement), it had in
issue 68,583,997 ordinary shares of NIS 0.01 each, along with
8,143,337 shares reclassified as dormant shares under the Israel
Companies Law (without any rights attached thereon) which Taptica
holds in treasury. The number of ordinary shares in issue with
voting rights is 68,583,997.
Information relating to RhythmOne Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by RhythmOne Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from RhythmOne may be provided to Taptica during the
Offer Period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website, request for hard copy
In accordance with Rule 30.4 of the Takeover Code, a copy of
this Announcement together with all information incorporated into
this Announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Taptica's or RhythmOne's websites
(www.tapticainternational.com and www.rhythmone.com) by no later
than 12.00 noon (London time) on the Business Day following the
publication of this Announcement. For the avoidance of doubt, the
contents of those websites are not incorporated by reference and do
not form part of the Scheme Document or this Announcement.
A hard copy of this Announcement together with all information
incorporated in this Announcement by reference to another source
will not be sent to investors. You may request a hard copy of this
Announcement (and any information incorporated by reference in this
Announcement) by phoning tel: +44 (0)20 7390 0230 during business
hours or by submitting a request in writing to Vigo Communications
Ltd at 40 Piccadilly, London, W1J 0DR or taptica@vigocomms.com.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Offer nor give any financial, legal or tax
advice. It is important that you note that unless you make a
request, a hard copy of this Announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
Status of announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
SECTION 2
THIS ANNOUNCEMENT, INCLUDING THE APPICES, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
This Announcement contains inside information for the purposes
of the Market Abuse Regulation (EU 596/2014). Upon the publication
of this Announcement, this inside information is now considered to
be in the public domain.
4 February 2019
RECOMMED OFFER
for
RhythmOne plc
by
Taptica INTERNATIONAL Ltd
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act
1 Introduction
The Board of Directors of Taptica is pleased to announce that it
has reached agreement with the Board of Directors of RhythmOne on
the terms of a recommended offer to be made by Taptica to acquire
the entire issued and to be issued ordinary share capital of
RhythmOne. It is intended that the Offer will be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act.
This Announcement explains the background to the Offer and the
reasons why the RhythmOne Directors have unanimously agreed to
recommend that Scheme Shareholders vote in favour of the Scheme at
the Court Meeting and RhythmOne Shareholders vote in favour of the
Resolutions at the General Meeting.
2 The Offer
Although it is intended that the Offer will be effected by means
of a Scheme, Taptica reserves the right, subject to the consent of
RhythmOne and the Takeover Panel, or in certain circumstances
without the consent of RhythmOne, to implement the Offer by way of
a Takeover Offer rather than by way of a Scheme and to make
appropriate amendments to the terms of the Offer in order to do so.
The Scheme will be subject to the Conditions and further terms set
out in the Scheme Document.
If the Scheme becomes effective in accordance with its terms,
each RhythmOne Shareholder on the register of members at the Scheme
Record Time will be entitled to receive:
28 New Taptica Shares for every 33 RhythmOne Shares held
The Offer values the entire issued and to be issued ordinary
share capital of RhythmOne at approximately GBP135 million based on
the Closing Price of GBP1.980 per Taptica Share on 1 February 2019
(being the Latest Practicable Date). This Offer value will change
based upon the performance of Taptica Share price up until the date
the Offer completes.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by RhythmOne in
respect of the RhythmOne Shares on or after the date of this
Announcement and prior to the Scheme becoming Effective, Taptica
will have the right to reduce the value of the consideration
payable for each RhythmOne Share by up to the amount per RhythmOne
Share of such dividend, distribution or return of value. If any
dividend or other distribution or return of value is proposed,
declared, made, paid or becomes payable by Taptica in respect of
the Taptica Shares on or after the date of this Announcement and
prior to the Scheme becoming Effective, RhythmOne will have the
right to pay an equalising dividend to its shareholders.
The number of New Taptica Shares expected to be issued pursuant
to the terms of the Scheme is 68,340,888. The Offer is expected to
result in Scheme Shareholders owning 49.9 per cent. of the Enlarged
Taptica Share Capital. The New Taptica Shares will be allotted and
issued credited as fully paid and will rank pari passu in all
respects with the existing Taptica Shares in issue at the time the
New Taptica Shares are allotted and issued pursuant to the Scheme,
including the right to receive and retain dividends and other
distributions declared, made or paid by reference to a record date
falling after the Scheme Effective Date.
The allotment and issue of the New Taptica Shares are
conditional on the passing at the Taptica General Meeting of such
resolution or resolutions as are necessary to allot the new
securities on a non-pre-emptive basis. It is expected that the
notice of the Taptica General Meeting will be posted to Taptica
Shareholders as soon as is reasonably practicable and before the
publication of the Scheme Document. Application will be made for
the admission of the New Taptica Shares to trading on AIM. It is
expected that Admission will become effective and that trading in
the New Taptica Shares will commence at 7:00 a.m. on the Business
Day following the Scheme Effective Date, which, subject to the
satisfaction of certain conditions, including the sanction of the
Scheme by the Court, is expected to occur on 3 April 2019.
The Scheme requires, amongst other things, the approval of
Scheme Shareholders at the Court Meeting and of RhythmOne
Shareholders at the General Meeting. Scheme Shareholders and
RhythmOne shareholders are strongly encouraged to vote at the
relevant Meeting in person or by proxy.
The purpose of the Court Meeting is to allow Scheme Shareholders
to consider and, if thought fit, approve the Scheme. At the Court
Meeting, voting will be by way of a poll and each Scheme
Shareholder present in person or by proxy will be entitled to one
vote for each Scheme Share held. The resolutions at the Court
Meeting must be approved by a majority in number of the holders of
Scheme Shares present and voting, either in person or by proxy,
representing 75 per cent. or more of the voting rights held by
those Scheme Shareholders.
The General Meeting will be convened to consider and, if thought
fit, to pass special resolutions (which require votes in favour
representing not less than 75 per cent. of the votes attached to
the RhythmOne Shares voted at the General Meeting) to amend the
RhythmOne Articles and to re-register RhythmOne as a private
limited company.
The Scheme is conditional upon the sanction of the Scheme by the
Court and the passing of any resolutions at the General Meeting
required to give effect to the Scheme (but for the avoidance of
doubt, the Scheme is not conditional upon the passing of the
resolution to approve the re-registration of RhythmOne as a private
limited company.
It is expected that (subject to satisfaction or (where
applicable) waiver of the Conditions) the Court Hearing to sanction
the Scheme will be held on or about 29 March 2019 and that the
Scheme will become effective in accordance with its terms on or
about 3 April 2019, upon a copy of the Court Order being delivered
to the Registrar of Companies for registration.
If the Scheme becomes effective in accordance with its terms, it
will be binding on all Scheme Shareholders, irrespective of whether
or not they attended or voted at the Court Meeting or General
Meeting (and, if they attended and voted, whether or not they voted
in favour), and all of the Scheme Shares will be transferred to
Taptica. RhythmOne will therefore become a wholly-owned subsidiary
of Taptica.
3 Recommendation by RhythmOne Directors
The RhythmOne Directors, who have been so advised by Whitman
Howard as to the financial terms of the Offer, consider the
proposals described in this Announcement to be fair and reasonable
and in the best interests of RhythmOne and RhythmOne Shareholders
as a whole. In providing advice to the RhythmOne Directors, Whitman
Howard has taken into account the commercial assessments of the
RhythmOne Directors. Whitman Howard is providing independent
financial advice to the RhythmOne Directors for the purposes of
Rule 3 of the Takeover Code.
Accordingly, the RhythmOne Directors have unanimously agreed to
recommend that RhythmOne Shareholders vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting, and Mr Eric Singer (being a RhythmOne Director
who holds RhythmOne Shares), and his related interests have
irrevocably undertaken to do so in respect of their beneficial
holding of 4,057,323 RhythmOne Shares, representing approximately
5.16 per cent. of the existing ordinary share capital of RhythmOne.
Mr John Mutch (being a RhythmOne Director who holds RhythmOne
shares), has also irrevocably undertaken to do so in respect of his
own beneficial holding of 15,294 RhythmOne Shares, representing
approximately 0.02 per cent. of the existing ordinary share capital
of RhythmOne. Further details of these irrevocable undertakings are
contained in paragraph 7 (RhythmOne Irrevocable undertakings and
letters of intent) below.(vi)
4 Recommendation by Taptica Directors
The Taptica Board believes the Offer and the resolutions to be
proposed at the Taptica General Meeting to be in the best interests
of Taptica and Taptica Shareholders as a whole.
Accordingly, the Taptica Directors intend to recommend
unanimously that Taptica Shareholders vote in favour of the
resolutions to be proposed at the Taptica General Meeting. Such
recommendation will be contained in the circular to Taptica
Shareholders convening the Taptica General Meeting which will be
sent to Taptica Shareholders prior to publication of the Scheme
Document. Taptica Shareholders are urged to read the circular in
full.
5 Background to, and reasons for, the Offer
The Taptica executive management team expect the growth of
subscription-based video and over-the-top media services ("OTT") to
continue. CTV is becoming one of the main delivery points for OTT
content and is expected to grow as audiences continue to embrace
digital streaming over multiple devices. In 2018, it was estimated
that the number of CTV users was 182.6 million in the US alone, and
this is expected to rise to 204.1 million by 2022, which represents
60.1% of the projected US population(vii) . This expected growth in
audience size has given rise to an expected increase in video
advertising budgets. It is expected that digital video ad spend
will grow in the United States from $17.9 billion in 2018 to $26.93
billion(viii) by 2021 and across the same period, it is expected
that digital ad spend will grow from $37.45 billion to $70.66
billion globally(ix) . The combination of Taptica and RhythmOne is
expected to create one of the leading video advertising companies
in the US and will place the Enlarged Group in a position to
exploit the fast-growing global video advertising space.
Taptica previously exploited this trend towards OTT and CTV
within the eco-system by acquiring Tremor Video's Demand-Side
Platform ("DSP") in August 2017 to give Taptica a significant
footprint in the US. The acquisition of Tremor Video DSP in August
2017, and the acquisition of Adinnovation in Japan in July 2017,
evidences the proven track record of Taptica's executive and senior
management team in successfully integrating businesses and
leveraging established brands within the ad-tech ecosystem. The
Taptica Directors acknowledge that RhythmOne's brand advertising
exchange, RhythmMax, would be a valuable asset to the Enlarged
Group. It has connections to multiple supply streams with a very
strong technology base including proprietary brand safety
technology. By pushing Tremor Video's demand-side platform through
RhythmMax, the Taptica Directors expect to enjoy significant
revenue synergies.
The Taptica Directors believe that RhythmOne's recent
acquisition, YuMe, has attractive relationships with large-scale
premium advertisers, access to premium inventory and could provide
the Enlarged Group with valuable size and reach into CTV media
where RhythmOne has gained important experience over the last few
years. Similarly, Tremor Video's knowledge and existing
relationships with its TV data companies would be of great benefit
to the YuMe sales team. The ability for YuMe and Tremor Video to
work alongside one another will give the sales teams strong cross
selling opportunities and further diversify existing revenue
streams.
The Taptica Directors believe that the scale of the Enlarged
Group's video advertising business would significantly increase the
profile of its video advertising business in the US in particular
and could also create interesting global opportunities.
The Taptica Directors also believe that certain assets of
RhythmOne's business could be highly complementary to Taptica's
performance business. Performance based advertising has become
increasingly focused on brand protection, deliverability and
measurement of KPIs, which all require the supply of big volumes of
available media sources to distribute the advertising. RhythmOne
provides a large supply of media sources and has agreements in
place to protect this supply. The Enlarged Group will therefore be
able to offer a media platform with the ability to reach a large
volume of users and optimise performance, based on technological
advantage.
The combination of the supply side of RhythmOne and demand side
of Taptica will allow the Enlarged Group to offer a comprehensive
tech stack to its customers.
Alongside the clear strategic rationale for the combination of
Taptica and RhythmOne, the Taptica Directors expect to be able to
capitalise on significant infrastructure cost synergies, primarily
surrounding the consolidation of service providers, the
rationalisation of bandwidth and technology infrastructure and
saving the costs currently incurred by RhythmOne in maintaining its
quotation on AIM and from being registered as a foreign private
issuer with the SEC.
Taptica recognises the talent of the existing RhythmOne
employees and management and believes that the combined skills and
knowledge of the two groups' employees will allow the Enlarged
Group to grow its overall business.
(vii) 'Connected TV Advertising' report published by eMarketer
April 2018
(viii) Q2 2018 Digital Video Trends - Monetization, Audience,
Platforms and Content' report published by eMarketer April 2018
(ix) July 2018 Cowen and Company report "Cowen's Inaugural
Midyear Ad Buyer Survey - Ahead Of The Curve Follow Up Series"
6 Background to, and reasons for, the recommendation by the RhythmOne Directors
2018 was a period of significant change for RhythmOne,
commencing with the acquisition of YuMe, which completed on 2
February 2018, and continuing with significant changes in the
composition of the board and management teams. During this time,
RhythmOne achieved significant improvements in its revenue, gross
profit and adjusted EBITDA in its Interim Statement. RhythmOne's
net cash as at 30 September was $12.045 million The RhythmOne
Directors believe that RhythmOne is in a good financial position
and, as stated in the Interim Statement, the management team is
focused on driving efficiency in the business with the objective of
progressive profitability on an Adjusted EBITDA basis.
Consequently, the RhythmOne Directors would only consider
recommending an offer if they believed that it delivered
significant benefits to shareholders.
The RhythmOne Directors are very familiar with Taptica and would
note that there is significant commonality in the activities of the
two companies, both of which operate in the advertising technology
('Ad Tech') sector. The RhythmOne Directors have high regard for
the management team of Taptica and the quality of its products and
services. In addition, the RhythmOne Directors believe that there
will be material synergies available from a combination of the two
companies and from the additional scale of the Enlarged Group,
which will be approximately twice the size of RhythmOne. In
particular, the RhythmOne Directors believe that there will be
revenue synergies arising from improved relationships with
suppliers. The Enlarged Group will also have a diversified
portfolio of bespoke products that use proprietary intellectual
property (including RhythmOne's demand-side products and
RhythmGuard and Taptica's Tremor Video products), which have
numerous complementary applications, and which will combine to form
a product offering that covers multiple delivery channels and
methodologies.
The RhythmOne Directors also note the rapid rate of change in
the advertising technology sector and the competitive environment,
which includes much larger companies. They believe that
consolidation will continue in the sector and that there are
benefits in scale, as well as in retaining a listing, which will,
in the opinion of the RhythmOne Directors, provide access to
capital and the ability to use equity towards further acquisitions.
In this regard, they note that the historic growth of both Taptica
and RhythmOne has largely resulted from successful
acquisitions.
The RhythmOne Directors note that its commercial progress has
not been reflected in share price progression over the past 18
months. They believe that the Offer will deliver an executive
management team that is capable of delivering value to
shareholders, and of interacting with the London-based shareholders
more effectively than has been possible to date. The Enlarged Group
will have a strong balance sheet and the RhythmOne Directors note
that Taptica reported a net cash balance of $54.4 million as at 31
December 2018.
7 RhythmOne irrevocable undertakings and letters of intent
Mr Eric Singer (a RhythmOne Director who holds RhythmOne Shares)
and his related interests have irrevocably undertaken to vote in
favour of the Scheme at the Court Meeting and the Resolutions at
the General Meeting in respect of his own RhythmOne Shares, being
in aggregate a total of 4,057,323 RhythmOne Shares, representing
approximately 5.16 per cent. of the existing ordinary share capital
of RhythmOne in issue on 1 February 2019 (being the Latest
Practicable Date).
Mr John Mutch (a RhythmOne Director who holds RhythmOne Shares)
has irrevocably undertaken to vote in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting in respect
of his own RhythmOne Shares, being in aggregate a total of 15,294
RhythmOne Shares, representing approximately 0.02 per cent. of the
existing ordinary share capital of RhythmOne in issue on 1 February
2019 (being the Latest Practicable Date).
The irrevocable undertakings referred to above will remain in
full force and effect unless the Scheme Document is not despatched
to RhythmOne Shareholders within twenty eight days (or such longer
period as the Takeover Panel may agree, being not more than six
weeks) after the date of this Announcement.
Taptica has also received irrevocable undertakings from
Toscafund Asset Management LLP to vote in favour of the Scheme at
the Court Meeting and the Resolutions at the General Meeting in
respect of a total of 19,216,908 RhythmOne Shares, representing
approximately 24.44 per cent. of the existing ordinary share
capital of RhythmOne in issue on 1 February 2019 (being the Latest
Practicable Date).
The obligations of the shareholder referred to above under their
undertakings shall lapse if the Offer is withdrawn or lapses; the
recommendation by the Taptica directors of the Offer is withdrawn;
this Announcement is not released on or prior to 28 February 2019;
or if the Offer Document is not despatched to the shareholders of
RhythmOne within twenty eight days (or such longer period as the
Panel on Takeovers and Mergers may agree, being not more than six
weeks) after the date of this Announcement.
Furthermore, Taptica has received a letter of intent from
Lombard Odier Asset Management (Europe) Limited and River and
Mercantile Asset Management to vote in favour of the Scheme at the
Court Meeting and the Resolutions at the General Meeting in respect
of a total of 16,778,948 RhythmOne Shares, representing
approximately 21.34 per cent. of the existing ordinary share
capital of RhythmOne in issue on 1 February 2019 (being the Latest
Practicable Date).
In aggregate, therefore, irrevocable undertakings and letters of
intent to vote in favour of the Scheme at the Court Meeting and the
Resolutions at the General Meeting have been received in respect of
a total of 40,068,473 RhythmOne Shares, representing approximately
50.95 per cent. of the existing ordinary share capital of RhythmOne
in issue on 1 February 2019 (being the Latest Practicable
Date).
Further details of these irrevocable undertakings and letters of
intent will be set out in the Scheme Document and are set out in
Appendix III (RhythmOne Irrevocable Undertakings and Letter of
Intent) of this Announcement. Copies of the irrevocable
undertakings will be put on display on RhythmOne's website
(https://investor.rhythmone.com/) from 12 noon on 5 February 2019
until the Scheme Effective Date.
8 Taptica irrevocable undertakings and letter of intent
Mr Tim Weller, Mr Yaniv Carmi, Mr Neil Jones and Mr Ronni Zehavi
(Taptica Directors who hold Taptica Shares) have irrevocably
undertaken to vote in favour at the Taptica General Meeting in
respect of their Taptica Shares, being in aggregate a total of
246,006 Taptica Shares, representing approximately 0.36 per cent.
of the existing ordinary share capital of Taptica in issue on 1
February 2019 (being the Latest Practicable Date).
The irrevocable undertakings referred to above will remain in
full force and effect unless the Scheme Document is not despatched
to RhythmOne Shareholders within twenty eight days (or such longer
period as the Takeover Panel, being not more than six weeks) after
the date of this Announcement.
RhythmOne has also received irrevocable undertakings from each
of Hagai Tal and Ehud Levy to vote in favour of the Resolutions at
the Taptica General Meeting in respect of a total of 14,301,268
Taptica Shares, representing approximately 20.85 per cent. of the
existing ordinary share capital of Taptica in issue on 1 February
2019 (being the Latest Practicable Date).
The obligations of the two shareholders referred to above under
their undertakings shall lapse if the Offer is withdrawn or lapses;
the recommendation by the RhythmOne directors of the Offer is
withdrawn; this Announcement is not released on or prior to 28
February 2019; or if the Offer Document is not despatched to the
shareholders of the Offeree within twenty eight days (or such
longer period as the Panel on Takeovers and Mergers may agree,
being not more than six weeks) after the date of this
Announcement.
Furthermore, RhythmOne has received letters of intent from
Schroders Investment Management Limited and River and Mercantile
Asset Management to vote in favour of the Resolutions at the
Taptica General Meeting in respect of a total of 17,401,723 Taptica
Shares, representing approximately 25.37 per cent. of the existing
ordinary share capital of Taptica in issue on 1 February 2019
(being the Latest Practicable Date).
In aggregate, therefore, irrevocable undertakings and letters of
intent to vote in favour of the Resolutions at the Taptica General
Meeting have been received in respect of a total of 31,948,997
Taptica Shares, representing approximately 46.6 per cent. of the
existing ordinary share capital of Taptica in issue on 1 February
2019 (being the Latest Practicable Date).
Further details of these irrevocable undertakings and letters of
intent will be set out in the Scheme Document and are set out in
Appendix IV (Taptica Irrevocable Undertakings and Letter of Intent)
of this Announcement. Copies of the irrevocable undertakings will
be put on display on Taptica's website
(www.tapticainternational.com) from 12 noon on 5 February 2019
until the Scheme Effective Date.
9 RhythmOne's current trading
In its interim results for the six months to 30 September 2018,
which were announced on 13 December 2018 (the "Interim Statement"),
RhythmOne reported revenue of $175.4 million (equivalent figure for
the six months to 30 September 2017: $114.5 million) and adjusted
EBITDA (defined as loss for the period, adjusted to exclude finance
income and expense, taxation, depreciation and amortization, share
based payments, exceptional items, which include acquisition
related costs, restructuring and severance costs, settlement of
litigation, fair value adjustments and unrealized foreign exchange
gain and loss) of $20.5 million (2017: $8.2 million).
In the Interim Statement, RhythmOne stated: "RhythmOne
anticipates continued year-over-year revenue growth throughout the
balance of FY2019, led by its programmatic capabilities and prior
acquisitions. RhythmOne continues to trade in line with consensus
forecast revenue and adjusted EBITDA is in line with consensus
forecast EBITDA." The RhythmOne Directors have considered this
statement and confirm that it remains valid, has been properly
compiled on the basis of a review of current trading and on a basis
that is consistent with RhythmOne's accounting policies.
RhythmOne confirms that as at 30 November 2018, it had a net
cash position of $18.22 million(x) . As a result of its business
activities, RhythmOne generally experiences seasonal increases in
revenue in the fourth quarter of the calendar year, reflecting
customer advertising activity in the run-up to Christmas.
Associated cash collection terms are, in many cases, approximately
90 days after invoice and consequently, cash associated with these
revenues would expect to be collected in the first calendar quarter
(January - March). If this proves to be the case, the RhythmOne
Directors would expect to report a higher level of net cash at the
yearend balance sheet date than that for the interim balance sheet
date. However, it is expected that RhythmOne, as a standalone
company would continue to experience material fluctuations in its
cash position on an ongoing basis.
(x) Net Cash defined by RhythmOne as: "Net cash comprises of
cash on hand and demand deposits, and other short-term highly
liquid investments that are readily convertible to a known amount
of cash and are subject to an insignificant risk of changes in
value in addition to marketable securities which are investments in
corporate bonds, commercial papers, government bonds,
collateralized securities and certificates of deposit net of
borrowings under the Company's revolving credit facility."
10. Management, employees and locations of business of RhythmOne and Taptica
For the reasons set out in the section entitled "Background to,
and reasons for, the Offer set out above, Taptica sees clear
long-term strategic benefit to all stakeholders by the combination
of these two complementary businesses.
Taptica believes that the Offer will generate significant new
business opportunities and that these will, in a fast-moving
market, quickly influence the future strategic plans of the
combined business. Taptica believes that the cash generative nature
expected of the Enlarged Group and the expertise of its highly
skilled employee base will enable a substantial investment in
developing a market-leading technology proposition.
Taptica intends that Ofer Druker will serve as Chief Executive
Officer of the Enlarged Group, subject to regulatory approvals
being received. Mr Druker will lead a detailed assessment of the
RhythmOne business following completion of the Offer, for the
purpose of integration and strategic planning.
Taptica announces that it is the intention of the Enlarged Group
to launch a $15 million discretionary share buy back programme to
purchase shares in the market, commencing immediately following the
completion of the proposed merger. The Enlarged Group will instruct
finnCap Limited ("finnCap") to manage the buy-back on its behalf
during the period.
Taptica has a high regard for the achievements of RhythmOne's
employees and management and has no intention that the integration
of RhythmOne into the Enlarged Group will materially change the
existing business of RhythmOne. It is intended that RhythmOne will
continue to operate in materially the same way following completion
of the Offer with the benefit of a revitalised management team
drawn from across the two businesses. Other than the expected
resignation of the existing RhythmOne Directors, there is no
intention to materially reduce headcount within the Taptica or
RhythmOne businesses. Accordingly, no material change in the
balance of skills and functions of the workforce of the Enlarged
Group is expected. Taptica notes that there has historically been a
significant degree of employee turnover within the RhythmOne
business.
The headquarters of the Enlarged Group will be at Taptica's
headquarters in Tel Aviv. The Enlarged Group will retain
RhythmOne's office in San Francisco, but it is expected that where
Taptica and RhythmOne have offices in the same states in the United
States, then (where possible and desirable) these will be
consolidated. This is not intended to materially affect the
headcount of the staff in either headquarter/ main office.
Taptica has given assurances to RhythmOne that the existing
employment and pension rights of its employees will be fully
safeguarded in accordance with applicable law. RhythmOne does not
maintain any defined benefit pension schemes. Taptica has not
entered into, and has not had discussions on, proposals to enter
into any form of incentivisation arrangements with members of
RhythmOne's management nor will it have any such discussions,
before completion of the Offer. It is the intention to put in place
appropriate management incentivisation arrangements following
completion of the Offer.
Taptica's intention is to seek the cancellation of the admission
to trading on AIM of RhythmOne and to deregister from the SEC.
Taptica expects each RhythmOne Director to resign from their office
as directors of RhythmOne on completion of the Offer.
Other than as described above, no other changes are envisaged
with regard to the balance of skills and functions of RhythmOne's
employees or management, no material changes to the conditions of
employment of RhythmOne's employees nor to the research and
development functions or the fixed assets of RhythmOne.
Taptica has significant experience of change management and
believes that integration of the two businesses can be achieved
without significant disruption to either business. Accordingly,
other than as described above, the Offer is not expected to have
any impact on Taptica and its existing business.
In accordance with Rule 2.11 of the Takeover Code, RhythmOne
will make available to its employees a copy of this Announcement
and will inform its employees of the rights of any employee
representatives under Rule 25.9 of the Takeover Code to require
that a separate opinion of any employee representatives on the
effects of the Scheme on employment be appended to the Scheme
Document. If and to the extent that RhythmOne is provided with an
opinion from the employee representatives after the date of
publication of the Scheme Document, RhythmOne will publish that
opinion in accordance with Rule 25.9 of the Takeover Code.
11 Structure of the Offer
It is intended that the Offer be implemented by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The purpose of the Scheme is to provide for Taptica
to become the owner of the whole of the issued and to be issued
ordinary share capital of RhythmOne. This is to be achieved by the
transfer of the RhythmOne Shares to Taptica, in consideration for
which the RhythmOne Shareholders will receive consideration in the
form of New Taptica Shares as set out in paragraph 2 (The Offer)
above and the treatment of the RhythmOne Options and RhythmOne RSUs
as set out in paragraph 13 (RhythmOne Options and RhythmOne RSUs
holders) below.
The Scheme will be put to Scheme Shareholders at the Court
Meeting and to RhythmOne Shareholders at the General Meeting. In
order to become effective, the Scheme must be approved by a
majority in number of the Scheme Shareholders voting at the Court
Meeting, either in person or by proxy, representing at least 75 per
cent. of the voting rights held by those Scheme Shareholders. The
implementation of the Scheme must also be approved by Scheme
Shareholders at the General Meeting. Should the Resolutions not be
passed, the Scheme will lapse.
12 Conditions
The Scheme is subject to the Conditions and further terms set
out in Appendix I (Conditions to the implementation, and further
terms, of the Scheme and the Offer) to this Announcement and to be
set out in the Scheme Document.
Subject to satisfaction (or, where applicable, waiver) of the
Conditions, the Scheme is expected to become effective in
accordance with its terms by 3 April 2019.
The Offer will lapse if (inter alia) the following do not
occur:
-- the Court Meeting, the General Meeting and the Court Hearing
are not held by the 22nd day after the expected date of such
Meetings to be set out in the Scheme Document (or such later date
as may be agreed between RhythmOne and Taptica);
-- the Scheme does not become Effective by the Long Stop Date,
provided however, that the deadlines for the timing of the Court
Meeting, the General Meeting, the Court Hearing and for the Scheme
to become Effective as set out above may be waived by Taptica.
Further details of the Scheme, including an indicative timetable
for its implementation, notices of the Court Meeting and the
General Meeting and the action to be taken by RhythmOne
Shareholders will be set out in the Scheme Document.
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting and the General Meeting.
13 RhythmOne Options and RhythmOne RSUs
As at the close of business on 1 February 2019 (being the Latest
Practicable Date), there are (i) 849,325 RhythmOne Shares to be
issued upon exercise of outstanding RhythmOne Options and (ii)
1,058,776 RhythmOne Shares to be issued upon vesting of outstanding
RhythmOne RSUs. The RhythmOne Options and RhythmOne RSUs do not
provide for change of control acceleration and will be rolled over
into equivalent options and RSUs over Taptica Shares except for
239,520 RhythmOne RSUs held by Mark Bonney, RhythmOne's Chief
Executive Officer, all of which will accelerate upon consummation
of the Offer.
As at the close of business on 1 February 2019 (being the Latest
Practicable Date), there are (i) 9,353,010 Taptica Shares to be
issued upon exercise of outstanding allocated Taptica Options and
(ii) 883,750 Taptica Shares to be issued upon vesting of
outstanding Taptica RSUs.
Appropriate proposals will be made to RhythmOne Share Scheme
Participants. Such persons will be sent separate letters in due
course explaining the effect of the Offer on the RhythmOne Options
and/or RhythmOne RSUs granted to them under the RhythmOne Equity
Incentive Plans and setting out the specific proposals being made
in respect of their outstanding the RhythmOne Options and/or
RhythmOne RSUs in connection with the Scheme.
Details of the effect of the Offer on such outstanding RhythmOne
Options and RhythmOne RSUs will be set out in the Scheme
Document.
14 Agreements or arrangements re pre-condition or a condition
14.1 Confidentiality and non-disclosure agreement
On 15 August 2018, Taptica and RhythmOne entered into a
confidentiality and non-disclosure agreement (the "Confidentiality
Agreement") in a customary form in relation to the Offer, pursuant
to which they each undertook, subject to certain exceptions, to
keep information relating to each other confidential and not to
disclose it to third parties. The confidentiality obligations
remain in force until the third anniversary of the date of the
agreement.
14.2 The Co-operation Agreement
On 3 February 2019, Taptica and RhythmOne entered into a
co-operation agreement (the "Co-operation Agreement") under
which:
-- Taptica has agreed to secure the regulatory clearances and
authorisations necessary to satisfy the regulatory conditions
relating to the acquisition of RhythmOne by Taptica; and
-- Taptica and RhythmOne have each agreed to co-operate and
provide each other with reasonable information, assistance and
access in relation to the filings, submissions and notifications to
be made in relation to such regulatory clearances and
authorisations.
The Co-operation Agreement records the parties' intention to
implement the acquisition by means of a scheme of arrangement,
subject to the ability of Taptica to implement the acquisition by
way of an offer with the consent of the Takeover Panel and (other
than in certain circumstances set out in the co-operation
agreement) RhythmOne's prior written consent.
The Co-operation Agreement will terminate in certain
circumstances, including if the Scheme does not become effective by
30 April 2019 or such later date as may be agreed in writing by
Taptica and RhythmOne (with the Panel's consent and (if such
approval is required) as the Court may approve).
15 Disclosure of interests
For the purposes of this paragraph 15 (Disclosure of
interests):
"acting in concert" has the meaning given to it in the Takeover
Code;
"arrangement" includes indemnity or option arrangements, and any
agreement or understanding, formal or informal, of whatever nature,
relating to securities which may be an inducement to deal or
refrain from dealing;
"dealing" has the meaning given to it in the Takeover Code;
"derivative" has the meaning given to it in the Takeover
Code;
"interest" or "interests" in relevant securities shall have the
meaning given to it in the Takeover Code and references to
interests of the Taptica Directors or interests of RhythmOne
Directors in relevant securities shall include all interests of any
other person whose interests in shares the Taptica Directors or, as
the case may be, the RhythmOne Directors, are taken to be
interested in pursuant to section 252 of the Companies Act;
"relevant Taptica securities" mean relevant securities (such
term having the meaning given to it in the Takeover Code in
relation to an offeree) of Taptica including equity share capital
of Taptica (or derivatives referenced thereto) and securities
convertible into, rights to subscribe for and options (including
traded options) in respect thereof; and
"relevant RhythmOne securities" mean relevant securities (such
term having the meaning given to it in the Takeover Code in
relation to an offeree) of RhythmOne including equity share capital
of RhythmOne (or derivatives referenced thereto) and securities
convertible into, rights to subscribe for and options (including
traded options) in respect thereof.
Interests in RhythmOne Shares
Taptica does not hold any RhythmOne Shares. Taptica confirms
that no other holding of RhythmOne Shares is required to be
disclosed by it under Rule 8.1(a) of the Takeover Code.
As at the close of business on1 February 2019 (being the Latest
Practicable Date), neither Taptica nor any of the Taptica Directors
nor, so far as the Taptica Directors are aware, any person acting,
or deemed to be acting, in concert with Taptica:
-- had an interest in, or right to subscribe for, relevant securities of RhythmOne;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of RhythmOne; or
-- had borrowed or lent any RhythmOne Shares.
Furthermore, no arrangement exists with Taptica or any person
acting in concert with Taptica in relation to RhythmOne Shares.
As at the close of business on 1 February 2019 (being the Latest
Practicable Date), the RhythmOne Directors and persons acting in
concert with the RhythmOne Directors held the following interests
in, or rights to subscribe in respect of, relevant RhythmOne
securities: (xi)
No. of RhythmOne
Options exercisable No. of Restricted
No. of RhythmOne over RhythmOne Stock Units over
Name Shares Shares RhythmOne Shares
------------ ---------------- -------------------- -----------------
Eric Singer 33,999 - -
John Mutch 15,294 - -
Mark Bonney - - 239, 520
Mr Singer holds an indirect interest in 4,023,324 voting rights
in RhythmOne shares as the managing member of VIEX Capital
Advisers, LLC, a Delaware - incorporated investment management
entity that manages the assets of certain affiliated funds.
The RhythmOne Options and RhythmOne RSUs do not provide for
change of control acceleration and will be rolled over into
equivalent options and RSUs over Taptica Shares except for 239,520
RhythmOne RSUs held by Mark Bonney, all of which will accelerate
upon consummation of the Offer.
Save in respect of the irrevocable undertakings and letters of
intent referred to in paragraph 7 above, as at the close of
business on 1 February 2018 (being the last practicable date prior
to the date of this Announcement), neither Taptica, nor any of its
directors, nor, so far as Taptica is aware, any person acting in
concert (within the meaning of the Takeover Code) with it has: (i)
any interest in or right to subscribe for any relevant securities
RhythmOne; (ii) any short positions in respect of relevant
RhythmOne Shares (whether conditional or absolute and whether in
the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery; (iii)
any dealing arrangement of the kind referred to in Note 11 on the
definition of acting in concert in the Takeover Code, in relation
to RhythmOne Shares or in relation to any securities convertible or
exchangeable into RhythmOne Shares; nor (iv) borrowed or lent any
relevant RhythmOne Shares (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4
on Rule 4.6 of the Takeover Code), save for any borrowed shares
which had been either on-lent or sold.
Interests in Taptica Shares
As at the close of business on 1 February 2019 (being the Latest
Practicable Date), neither RhythmOne nor any of the RhythmOne
Directors nor, so far as the RhythmOne Directors are aware, any
person acting, or deemed to be acting, in concert with
RhythmOne:
-- had an interest in, or right to subscribe for, relevant securities of Taptica;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, relevant securities of Taptica; or
-- had borrowed or lent any Taptica Shares.
Furthermore, no arrangement exists with RhythmOne or any person
acting in concert with RhythmOne in relation to Taptica Shares.
16 Cancellation and re-registration
Prior to the Scheme becoming Effective, application will be made
to AIM for the cancellation of the admission of the RhythmOne
Shares to trading on AIM on the first Business Day following the
Effective Date. It is intended the last day of dealings in, and for
registration of transfers of, RhythmOne Shares will be 28 March
2019, being the Business Day prior to the Court Hearing, following
which the RhythmOne Shares will be temporarily suspended from AIM
and no transfers of RhythmOne Shares will be registered after this
date. Prior to the Scheme Effective Date, it is further intended
that a request will be made to the London Stock Exchange to cancel
the admission to trading of RhythmOne Shares on AIM upon (or
shortly after) the Scheme Effective Date.
On the Scheme Effective Date, the share certificates in respect
of RhythmOne Shares will cease to be valid and entitlements to
RhythmOne Shares held in CREST will be cancelled. It is intended
that, following the Scheme Effective Date, and after the RhythmOne
Shares have been de-listed, RhythmOne will be re-registered as a
private company.
The RhythmOne Shares will be de-registered from SEC shortly
following the Scheme Effective Date or earlier as allowed by the
rules of the SEC.
17 New Taptica Shares
Once the Scheme has become effective in accordance with its
terms, the New Taptica Shares will be allotted to Scheme
Shareholders.
Taptica Shares are admitted to trading on AIM. An application
will be made for the New Taptica Shares to be admitted to trading
on AIM and it is intended that Admission of the New Taptica Shares
will become effective on the Business Day following the Scheme
Effective Date. The Enlarged Group will retain the name Taptica
International Ltd.
18 Proposed Remuneration Packages
It is the intention of the Taptica Directors to implement a new
equity incentive package ("New Taptica Management Incentive
Scheme"), which will comprise options or RSUs over 11,772,932
Taptica Shares which equates to 8 per cent of the fully diluted
share capital of the Enlarged Group, should the Offer be completed
("New Awards"). The adoption of the New Taptica Management
Incentive Scheme will be inter-conditional with the Offer
completing and is subject to a vote by Taptica Shareholders at the
Taptica General Meeting. The New Taptica Management Incentive
Scheme is key in aligning key current and new personnel with the
future growth of the Enlarged Group and providing attractive
incentivisation for any key current and new senior hires into the
Enlarged Group. It is expected that half of the package would have
performance-based metrics relating to the Enlarged Group's earnings
per share, cash conversion and total shareholder return as
determined by the Remuneration Committee of the Enlarged Group,
split equally over a three-year period, with the other half vesting
equally on a time basis for two years post grant. The New Awards
are expected to be granted in the form of Restricted Share Units
and/ or Options will be priced at par value. The New Taptica
Management Incentive Scheme is in addition to Taptica's existing
equity incentive plans and RhythmOne's existing equity incentive
plans. The Enlarged Group's remuneration committee will decide on
the final allocation of New Awards pursuant to the New Taptica
Management Incentive Scheme to key management and staff of the
Enlarged Group.
Ofer Druker, who is intended to serve as Chief Executive Officer
of the Enlarged Group, will be receiving 5,758,082 New Awards,
which equates to 48.91 per cent. of the New Taptica Management
Incentive Scheme package. Yaniv Carmi, Chief Financial Officer of
Taptica, will be receiving 2,943,233 New Awards, which equates to
25 per cent. of the New Taptica Management Incentive Scheme
package. Key existing and to be appointed management are expected
to receive the remaining 3,071,617 New Awards, which equates to
26.1 per cent. of the New Taptica Management Incentive Scheme
package, the allocation of which will be decided by the
Remuneration Committee of the Enlarged Group.
As part of the New Taptica Management Incentive Scheme, the
exercise price of Mr Druker's existing options over 1,200,000
Taptica Shares will also be rebased to par value (or,
alternatively, provide for the economical value by other methods).
The terms of the New Taptica Management Incentive Scheme will be
presented to the vote of the Taptica Shareholders at the Taptica
General Meeting.
19 General
The Offer will be made subject to the Conditions and further
terms set out in Appendix I (Conditions to the implementation, and
further terms, of the Scheme and the Offer) to this Announcement
and those terms which will be set out in the Scheme Document and
the Forms of Proxy. The Scheme Document will include full details
of the Scheme, together with notices of the Court Meeting and the
General Meeting and the expected timetable of principal dates
relating to the Offer. The Offer will be subject to the applicable
requirements of the Takeover Code, the Takeover Panel, the
Companies Act, the London Stock Exchange (including the AIM Rules),
the Court and the Financial Conduct Authority.
In deciding whether or not to vote in favour of the Scheme in
respect of their RhythmOne Shares, Scheme Shareholders should rely
on the information contained in, and follow the procedures
described in, the Scheme Document and the Forms of Proxy.
20 Documents available on website
Copies of the following documents will be made available on
RhythmOne's and Taptica's websites at www.rhythmone.com and
www.tapticainternational.com respectively by no later than 12 noon
(London time) on 5 February 2019 until the end of the Offer
Period:
-- this Announcement;
-- the irrevocable undertakings referred to in paragraphs 7 and
8 (Irrevocable undertakings and letters of intent) above and
summarised in Appendix III (RhythmOne Irrevocable Undertakings and
Letter of Intent) and Appendix IV (Taptica Irrevocable Undertakings
and Letter of Intent) to this Announcement;
-- the Confidentiality Agreement; and
-- the Co-operation Agreement.
For further information or enquiries please contact:
Taptica International Ltd Tel: +972 3 545 3900
Tim Weller, Non-Executive Chairman
Yaniv Carmi, Chief Financial Officer
finnCap Ltd (financial adviser, nominated Tel: +44 20 7220 0500
adviser and broker to Taptica)
Jonny Franklin-Adams
Henrik Persson
James Thompson
Hannah Boros
Vigo Communications (PR to Taptica) Tel: +44 20 7390 0230
Jeremy Garcia
Antonia Pollock
Charlie Neish
RhythmOne Plc Tel: +44 20 7383 5100
Eric Singer, Non- Executive Chairman
Mark Bonney, Chief Executive Officer
Whitman Howard (financial adviser and broker Tel: +44 20 7659 1234
to RhythmOne)
Nick Lovering
Christopher Furness
Disclaimers
finnCap Ltd, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser, nominated adviser and broker to Taptica and
no one else in connection with the matters referred to in this
Announcement. In connection with these matters, finnCap, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to anyone other than Taptica for providing the
protections afforded to the clients of finnCap nor for providing
advice in relation to the matters referred to in this
Announcement.
Whitman Howard Limited, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to RhythmOne and no one else in
connection with the matters referred to in this Announcement and
will not be responsible to anyone other than RhythmOne for
providing the protections afforded to clients of Whitman Howard, or
for providing advice in connection with the Offer or any other
matter referred to in this Announcement.
IMPORTANT NOTICES
Publication of certain documents in connection with the
Offer
This Announcement is made pursuant to Rule 2.7 of the Takeover
Code and is for information purposes only and is not intended to,
and does not, constitute or form part of an offer to sell or
invitation to purchase any securities or the solicitation of any
vote for approval in any jurisdiction, nor shall there be any sale,
issue or transfer of the securities referred to in this
Announcement in any jurisdiction in contravention of applicable
law.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the Takeover Code, the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority, the AIM Rules and the rules of the London Stock Exchange
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside England and
Wales.
The Offer will be made solely through the Scheme Document and
the accompanying Forms of Proxy, which will together contain the
full terms and conditions of the Offer, including details of how to
approve the Offer. Any vote in respect of the Scheme or other
response in relation to the Offer should be made only on the basis
of the information contained in the Scheme Document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Taptica or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer will not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
Copies of this Announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Offer to RhythmOne Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
US investors in RhythmOne
The Offer relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
English law. A transaction effected by means of a scheme of
arrangement is not subject to the proxy solicitation or tender
offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Taptica were to
elect to implement the Offer by means of a Takeover Offer, such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including the US tender offer rules, to the extent
applicable. Additionally, the new Taptica Shares to be issued
pursuant to the Scheme to RhythmOne Shareholders would be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act of 1933, provided by Section 3(a)(10)
thereof.
Cautionary note regarding forward looking statements
This Announcement contains statements that are or may be deemed
to be forward looking with respect to the financial condition,
results of operations and business of Taptica and RhythmOne or the
Enlarged Group, and certain plans and objectives of the Taptica
Board and Taptica. These forward looking statements can be
identified by the fact that they are prospective in nature and do
not relate to historical or current facts. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal" or
"strategy" or, words or terms of similar substance or the negative
thereof, are forward looking statements. These statements are based
on assumptions and assessments made by the Taptica Board or
RhythmOne Board in light of their experience and their perception
of historical trends, current conditions, expected future
developments and other factors they believe appropriate.
These forward looking statements are made as at the date of this
Announcement and are not guarantees of future financial
performance. Except as expressly provided in this Announcement,
they have not been reviewed by the auditors of Taptica or
RhythmOne. By their nature, forward looking statements involve
known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due
to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements, which speak only
as of the date hereof. All subsequent oral or written forward
looking statements attributable to Taptica or RhythmOne or any of
their respective members, directors, officers or employees or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. Each of Taptica and
RhythmOne disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable
law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for Taptica or RhythmOne for the
current or future financial years would necessarily match or exceed
the historical published earnings or earnings per ordinary share
for Taptica or RhythmOne, as the case may be.
Dealing disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one (1) per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business
Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one (1) per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror(s) and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Takeover Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Disclosure in accordance with Rule 2.9 of the Takeover Code
The ordinary shares of RhythmOne are traded on AIM, a market of
the London Stock Exchange, with International Securities
Identification Number ("ISIN") GB00BYW0RC64. RhythmOne confirms
that as at the close of business on 1 February 2019 (being the last
Business Day prior to the date of this Announcement), it had in
issue 78,636,522 ordinary shares of 10 pence each; there were no
ordinary shares held in treasury. The number of ordinary shares in
issue with voting rights is 78,636,522.
The ordinary shares of Taptica are traded on AIM, a market of
the London Stock Exchange, with ISIN IL0011320343. Taptica confirms
that as at the close of business on 1 February 2019 (being the last
Business Day prior to the date of this Announcement), it had in
issue 68,583,997 ordinary shares of NIS 0.01 each, along with
8,143,337 shares reclassified as dormant shares under the Israel
Companies Law (without any rights attached thereon) which Taptica
holds in treasury. The number of ordinary shares in issue with
voting rights is 68,583,997.
Information relating to RhythmOne Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by RhythmOne Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from RhythmOne may be provided to Taptica during the
Offer Period as requested under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website, request for hard copy
In accordance with Rule 30.4 of the Takeover Code, a copy of
this Announcement together with all information incorporated into
this Announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Taptica's or RhythmOne's websites
(www.tapticainternational.com and www.rhythmone.com) by no later
than 12.00 noon (London time) on the Business Day following the
publication of this Announcement. For the avoidance of doubt, the
contents of those websites are not incorporated by reference and do
not form part of the Scheme Document or this Announcement.
A hard copy of this Announcement together with all information
incorporated in this Announcement by reference to another source
will not be sent to investors. You may request a hard copy of this
Announcement (and any information incorporated by reference in this
Announcement) by phoning tel: +44 (0)20 7390 0230 during business
hours or by submitting a request in writing to Vigo Communications
Ltd at 40 Piccadilly, London, W1J 0DR or taptica@vigocomms.com.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. - 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Offer nor give any financial, legal or tax
advice. It is important that you note that unless you make a
request, a hard copy of this Announcement and any such information
incorporated by reference in it will not be sent to you. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
Status of announcement
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Appendix I
CONDITIONS to the implementation, AND FURTHER TERMS, OF THE
SCHEME AND THE Offer
Part A: Conditions to the Scheme
1 The Offer will be conditional upon the Scheme becoming
unconditional and effective, subject to the Takeover Code, by no
later than the Long Stop Date or such later date (if any) as
Taptica and RhythmOne may, with the consent of the Takeover Panel,
agree and (if required) the Court may allow.
2 The Scheme is subject to the following conditions:
2.1 its approval by a majority in number of the Scheme
Shareholders (or the relevant class or classes thereof, if
applicable) and who are present and vote, whether in person or by
proxy, at the Court Meeting (and any separate class meeting which
may be required by the Court) or any adjournment of such meeting
and who represent 75 per cent. of the voting rights of the Scheme
Shares (or the relevant class or classes thereof, if applicable)
voted by those Scheme Shareholders (or the relevant class or
classes thereof, if applicable);
2.2 all resolutions required to approve and implement the Scheme
(including, without limitation, to amend the RhythmOne Articles)
being duly passed by the requisite majority or majorities at the
General Meeting (or any adjournment thereof);
2.3 the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms
reasonably acceptable to RhythmOne and Taptica); and
2.4 delivery of a copy of the Court Order to the Registrar of
Companies and, if the Court so orders, the Court Order being
registered by Companies House.
Part B: Conditions to the Offer
3 In addition, Taptica and RhythmOne have agreed that, subject
as stated in Part C (Certain further terms of the Scheme and the
Offer) below and to the requirements of the Takeover Panel, the
Offer will be conditional upon the following matters and,
accordingly, the necessary actions to make the Scheme effective
will not be taken unless such conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
Approvals relating to Taptica and RhythmOne
3.1 the passing at the Taptica General Meeting of such
resolution or resolutions as are necessary to approve, implement
and effect the Offer including a resolution or resolutions to
authorise the creation and allotment of the New Taptica Shares and
to approve the New Taptica Management Incentive Scheme;
3.2 the London Stock Exchange having acknowledged to Taptica or
its agent (and such acknowledgement not having been withdrawn) that
the New Taptica Shares will be admitted to trading on AIM;
3.3 all filings having been made and all appropriate waiting
periods under the U.S. Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the regulations thereunder having expired, lapsed or
been terminated as appropriate without the issuance of a second
request in each case in respect of the Offer and the proposed
acquisition of the RhythmOne Shares by Taptica;
3.4 except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other
instrument to which any member of the RhythmOne Group or which any
member of the Taptica Group is a party or by or to which any such
member or any of its assets is or may be bound, entitled or subject
which (i) as a consequence of the Offer; or (ii) as a consequence
of the Offer or the proposed Offer by any member of the Taptica
Group of any shares or other securities in RhythmOne; or (iii)
because of a change in the control or management of any member of
the RhythmOne Group or of any member of the Taptica Group; or (iv)
otherwise, could or might reasonably be expected to result in (in
each case to an extent which is material in the context of the
RhythmOne Group or the Taptica Group taken as a whole);
3.4.1 any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the
RhythmOne Group or to any member of the Taptica Group being or
becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or
repayment date, or the ability of any such member to borrow monies
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
3.4.2 other than in the ordinary course of business, the
creation or enforcement of any mortgage, charge or other security
interest over the whole or any material part of the business,
property or assets of any member of the RhythmOne Group or of any
member of the Taptica Group or any such mortgage, charge or other
security interest (whenever created, arising or having arisen)
becoming enforceable;
3.4.3 any such arrangement, agreement, lease, licence,
franchise, permit or other instrument being terminated or the
rights, liabilities, obligations or interests of any member of the
RhythmOne Group or of any member of the Taptica Group being
adversely modified or adversely affected or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
3.4.4 any liability of any member of the RhythmOne Group or of
any member of the Taptica Group to make any severance, termination,
bonus or other payment to any of their respective directors, or
other officers (including the vesting or acceleration of any
Options and or Restricted Share Units and/or any other type of
equity awards);
3.4.5 the rights, liabilities, obligations, interests or
business of any member of the RhythmOne Group or any member of the
Taptica Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the RhythmOne Group or any member of the Taptica Group in
or with any other person or body or firm or company (or any
arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
3.4.6 any member of the RhythmOne Group or any member of the
Taptica Group ceasing to be able to carry on business under any
name under which it presently carries on business;
3.4.7 other than relating to market capitalisation, the value
of, or the financial or trading position of, any material member of
the RhythmOne Group or any material member of the Taptica Group
being prejudiced or adversely affected; or
3.4.8 the creation or acceleration of any liability (actual or
contingent) by any member of the RhythmOne Group or by any member
of the Taptica Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the RhythmOne Group or to which
any member of Taptica Group is a party or by or to which any such
member or any of its assets are bound, entitled or subject, would
or might result in any of the events or circumstances as are
referred to in Conditions 3.4.1 to 3.4.8, in each case to the
extent material in the context of the RhythmOne Group or the
Taptica Group taken as a whole.
Other third party clearance
3.5 Except as set forth in Clause 3.3, no anti-trust authority, government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, trade agency, professional body, association, institution, environmental body or other body or person whatsoever in any jurisdiction (each a "Relevant Authority") having given notice to take, institute, implement or threaten, and there not continuing to be outstanding, any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision, or taken any other steps, that would or might (in a manner or to an extent which is material in the context of the RhythmOne Group or the Taptica Group taken as a whole) reasonably expected to:
3.5.1 make the Scheme or the Offer or the proposed Offer of any
RhythmOne Shares or other securities in, or control or management
of, RhythmOne or any other member of the RhythmOne Group or the
carrying on by any member of the RhythmOne Group of its business
void, unenforceable or illegal or directly or indirectly restrict,
prohibit, delay or otherwise interfere with the implementation of,
or impose additional conditions or obligations with respect to, or
otherwise challenge, the Scheme or the Offer or the proposed Offer
of any RhythmOne Shares or other securities in, or control or
management of, RhythmOne or any other member of the RhythmOne Group
or the carrying on by any member of the RhythmOne Group of its
business;
3.5.2 require, prevent or materially delay a divestiture by any
member of the Wider Taptica Group of any RhythmOne Shares;
3.5.3 require, prevent or delay the divestiture or alter the
terms of any proposed divestiture by any member of the Wider
Taptica Group or by any member of the Wider RhythmOne Group of all
or any part of their respective businesses, assets or property or
impose any limitation on the material ability of any of them to
conduct all or any portion of their respective businesses or to own
all or any portion of their respective assets or property;
3.5.4 impose any material limitation on or result in a material
delay in the ability of any member of the Wider Taptica Group or of
any member of the Wider RhythmOne Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or loans or securities convertible
into shares or the equivalent in the Wider Taptica Group or of any
member of the Wider RhythmOne Group respectively or to exercise
management control over any such member;
3.5.5 other than pursuant to the implementation of the Scheme,
require any member of the Taptica Group or any member of the Wider
RhythmOne Group to offer to acquire directly or indirectly any
shares or other securities in any member of the Wider RhythmOne
Group owned by any third party;
3.5.6 affect adversely the assets, business, profits, financial
or trading position or prospects of any member of the Wider Taptica
Group or any member of the Wider RhythmOne Group to an extent which
is material in the context respectively of the Offer;
3.5.7 result in any member of the Wider RhythmOne Group or any
member of the Wider Taptica Group ceasing to be able to carry on
business under any name under which it presently carries on
business;
3.5.8 otherwise, directly or indirectly, materially prevent or
prohibit, restrict, restrain or delay or otherwise to a material
extent interfere with the implementation of, or impose material
additional conditions or obligations with respect to, or otherwise
materially challenge, impede, interfere or require material
amendment of, the Scheme or the Offer or proposed Offer of any
shares or other securities in, or control or management of,
RhythmOne or any member of the RhythmOne Group; or
3.5.9 impose any material limitation on the ability of any
member of the Wider Taptica Group or of any member of the Wider
RhythmOne Group to conduct, integrate or co-ordinate all or any
part of its business with all or any part of the business of any
other member of the Wider Taptica Group and/or the Wider RhythmOne
Group to an extent which is material in the context respectively of
the Wider RhythmOne Group or the Wider Taptica Group taken as a
whole or in the context of the Offer;
and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, implement,
threaten or institute any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any
jurisdiction having expired, lapsed or been terminated;
3.6 all material mandatory notifications, filings or
applications which are necessary in connection with the Offer
having been made and, to the extent applicable, all necessary
waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
material statutory and regulatory obligations in any jurisdiction
having been complied with in each case in respect of the Offer;
3.7 all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, licences, permissions,
exemptions and approvals (excluding any antitrust or merger
control) ("Authorisations") necessary in any jurisdiction for or in
respect of the Offer and, except pursuant to Part 26 of the
Companies Act, the Offer or the proposed Offer of any shares or
other securities in, or control or management of, RhythmOne by any
member of the Taptica Group having been obtained in terms and in a
form reasonably satisfactory to Taptica from all appropriate
Relevant Authorities or (without prejudice to the generality of the
foregoing) from any persons or bodies with whom any member of the
Taptica Group has entered into contractual arrangements and all
such Authorisations necessary to carry on the business of any
member of the Taptica Group in any jurisdiction which is material
in the context of the Taptica Group as a whole having been obtained
and all such Authorisations remaining in full force and effect at
the time at which the Offer becomes otherwise wholly unconditional
and there being no notice of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations;
Certain events occurring
3.8 except as Disclosed, no member of the RhythmOne Group since
31 March 2018 and no member of the Taptica Group since 31 December
2017 has:
3.8.1 issued or agreed to issue, or authorised or announced its
intention to authorise or propose the issue, of, additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell or authorised
the transfer or sale of shares out of treasury where such actions
would be reasonably be deemed material;
3.8.2 recommended, declared, paid or made, declare, pay or make
any bonus issue of shares, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other
distributions, whether payable in cash or otherwise) lawfully paid
or made by any wholly-owned subsidiary of RhythmOne to RhythmOne or
any of its wholly-owned subsidiaries or by any wholly-owned
subsidiary of Taptica to Taptica or any of its wholly-owned
subsidiaries;
3.8.3 purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, except in respect of the matters mentioned in
Condition 3.8 above, made any other change to any part of its share
capital;
3.8.4 other than pursuant to the Offer (and except for
transactions between RhythmOne and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of RhythmOne and between
Taptica and its wholly-owned subsidiaries or between the
wholly-owned subsidiaries of Taptica and transactions in the
ordinary course of business), implemented, effected, authorised or
announced its intention to implement, effect, authorise or propose
any merger, demerger, reconstruction, amalgamation, scheme,
commitment or offer or disposal of assets or shares or loan capital
(or the equivalent thereof) in any undertaking or undertakings in
any such case to an extent which is material in the context of the
RhythmOne Group taken as a whole or which is material in the
context of the Taptica Group taken as a whole;
3.8.5 (except for transactions between RhythmOne and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of RhythmOne and between Taptica and its wholly-owned subsidiaries
or between the wholly-owned subsidiaries of Taptica) disposed of,
or transferred, mortgaged or created any security interest over any
material asset or any right, title or interest in any material
asset or authorised, proposed or announced any intention to do so
to an extent which is material in the context of the RhythmOne
Group taken as a whole or which is material in the context of the
Taptica Group taken as a whole;
3.8.6 (except for transactions between RhythmOne and its
wholly-owned subsidiaries or between the wholly-owned subsidiaries
of RhythmOne and between Taptica and its wholly-owned subsidiaries
or between the wholly-owned subsidiaries of Taptica) issued,
authorised or announced an intention to authorise or propose the
issue of or made any change in or to the terms of any debentures or
become subject to any contingent liability (other than trade credit
incurred in the ordinary course of business) or incurred or
increased any indebtedness which is material in the context of the
RhythmOne Group taken as a whole or which is material in the
context of the Taptica Group taken as a whole;
3.8.7 (except in the ordinary course of business) entered into
or varied or authorised, proposed or announced its intention to
enter into or vary any material contract, arrangement, agreement,
transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, unusual or
onerous nature or magnitude or which is or which involves or could
involve an obligation of a nature or magnitude which is reasonably
likely to be materially restrictive on the business of any member
of the RhythmOne Group which, taken together with any other such
material transaction, arrangement, agreement, contract or
commitment, is material in the context of the RhythmOne Group taken
as a whole or which is reasonably likely to be materially
restrictive on the business of any member of the Taptica Group
which, taken together with any other such material transaction,
arrangement, agreement, contract or commitment, is material in the
context of the Taptica Group taken as a whole;
3.8.8 entered into or varied the terms of, or made any offer
(which remains open for acceptance) to enter into or vary to a
material extent the terms of, any contract, service agreement,
commitment or arrangement with any director or, except for salary
increases, bonuses or variations of terms in the ordinary course,
senior executive of any member of the RhythmOne Group or of any
member of the Taptica Group;
3.8.9 proposed, agreed to provide or modified the terms of any
incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the RhythmOne Group
which is material in the context of the RhythmOne Group taken as a
whole or of any employee of the Taptica Group which is material in
the context of the Taptica Group taken as a whole;
3.8.10 (except for claims between RhythmOne and its wholly-owned
subsidiaries or between the wholly-owned subsidiaries of RhythmOne
and between Taptica and its wholly-owned subsidiaries or between
the wholly-owned subsidiaries of Taptica) waived, compromised or
settled any claim otherwise than in the ordinary course of
business, in each case to an extent which is material in the
context of the RhythmOne Group taken as a whole or which is
material in the context of the Taptica Group taken as a whole;
3.8.11 terminated or varied the terms of any agreement or
arrangement between any member of the RhythmOne Group and any other
person in a manner which would or might reasonably be expected to
have a material adverse effect on the financial position of the
RhythmOne Group taken as a whole or between any member of the
Taptica Group and any other person in a manner which would or might
reasonably be expected to have a material adverse effect on the
financial position of the Taptica Group taken as a whole;
3.8.12 been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally (other than in the
ordinary course of business) or ceased or threatened to cease
carrying on all or a substantial part of its business which is
material in the context of the RhythmOne Group taken as a whole or
which is material in the context of the Taptica Group taken as a
whole;
3.8.13 (other than in respect of a member of the RhythmOne Group
or the Taptica Group which is dormant and was solvent at the
relevant time) taken any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of a receiver, administrator, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed
any analogous person in any jurisdiction or had any such person
appointed;
3.8.14 entered into or implemented any joint venture, asset or
profit sharing arrangement, partnership or merger of business or
corporate entities which would be restrictive on the business of
any member of the RhythmOne Group other than to a nature and extent
which is immaterial in the context of the RhythmOne Group taken as
a whole or of any member of the Taptica Group other than to a
nature and extent which is immaterial in the context of the Taptica
Group taken as a whole;
3.8.15 (other than in connection with the Scheme), made any
material alteration to its memorandum or articles of association or
other incorporation documents to an extent which is material in the
context of the Offer; or
3.8.16 other than in the ordinary course of business, entered
into any agreement, arrangement, commitment or contract or passed
any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition 3.8;
No adverse change, litigation, regulatory enquiry or similar
3.9 except as Disclosed, since 31 March 2018 in respect of
RhythmOne and since 31 December 2017 in respect of Taptica there
has been:
3.9.1 no adverse change in the business, assets, financial or
trading position or profits or prospects or operational performance
of any member of the RhythmOne Group which is material in the
context of the RhythmOne Group taken as a whole or of any member of
the Taptica Group which is material in the context of the Taptica
Group taken as a whole;
3.9.2 no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against or in
respect of any member of the RhythmOne Group or to which any member
of the RhythmOne Group is or may become a party or in respect of
any member of the Taptica Group or to which any member of the
Taptica Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced,
instituted or remaining outstanding by, against or in respect of,
any member of the RhythmOne Group, in each case which is or might
reasonably be expected to be material in the context of the
RhythmOne Group taken as a whole or any member of the Taptica
Group, in each case which is or might reasonably be expected to be
material in the context of the Taptica Group taken as a whole.
3.9.3 no enquiry or investigation by, or complaint or reference
to, any Relevant Authority having been threatened, announced,
implemented or instituted by or against or remaining outstanding
against or in respect of any member of the RhythmOne Group which
is, or which might reasonably be expected to be, material in the
context of the RhythmOne Group taken as a whole or in respect of
any member of the Taptica Group which is, or which might reasonably
be expected to be, material in the context of the Taptica Group
taken as a whole; or
3.9.4 no contingent or other liability having arisen or
increased other than in the ordinary course of business which is
reasonably likely to affect adversely the business, assets,
financial or trading position or profits or prospects of any member
of the RhythmOne Group to an extent which is material in the
context of the RhythmOne Group taken as a whole or any member of
the Taptica Group to an extent which is material in the context of
the Taptica Group taken as a whole;
Other matters
3.10 except as Disclosed, Taptica not having discovered in
relation to the Wider RhythmOne Group and RhythmOne not having
discovered in relation to the Wider Taptica Group:
3.10.1 that any financial or business or other information
concerning the RhythmOne Group or the Taptica Group disclosed at
any time, whether publicly or otherwise, by or on behalf of any
member of the RhythmOne Group, to Taptica or its advisers or by or
on behalf of any member of the Taptica Group, to RhythmOne or its
advisers is misleading or contains a material misrepresentation of
fact or omits to state a fact necessary to make the information
contained therein not misleading which is, or might reasonably be
expected to be, material in the context of the RhythmOne Group
taken as a whole
3.10.2 any member of the RhythmOne Group or any member of the
Taptica Group or any person that performs or has performed services
for or on behalf of any such company is or has engaged in any
activity, practice or conduct which would constitute an offence
under the Bribery Act 2010 or any other applicable anti-corruption
legislation; or
3.10.3 any asset of any member of the RhythmOne Group or any
asset of any member of the Taptica Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act
2002 (but disregarding paragraph (b) of that definition).
Part C: Certain further terms of the Scheme and the Offer
4 Subject to the requirements of the Takeover Panel, Taptica and
RhythmOne respectively reserve the right to waive in whole or in
part all or any of the above Conditions 3.1 to 3.10 inclusive. Each
of the Conditions is a separate Condition and is not limited by
reference to any other Condition. Neither Taptica nor RhythmOne
will be under any obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of
Conditions 3.4 to 3.10 inclusive by a date earlier than the latest
date for the fulfilment of that Condition notwithstanding that the
other Conditions of the Offer may at such earlier date have been
waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
5 The Offer will lapse and the Scheme will not proceed if,
insofar as the Offer or any matter arising from or relating to the
Offer or Scheme constitutes a concentration with a Community
dimension within the scope of the EC Merger Regulation, the
European Commission either initiates proceedings under Article
6(1)(c) of the EC Merger Regulation or makes a referral to a
competent authority in the United Kingdom under Article 9(1) of the
EC Merger Regulation and there is then a CMA Phase 2 Reference
before the date of the Court Meeting (unless otherwise agreed with
the Takeover Panel).
6 Taptica reserves the right to elect (with the consent of the
RhythmOne and Takeover Panel), or in certain circumstances without
the consent of RhythmOne) to implement the Offer by way of a
Takeover Offer. In such event, the Offer will be implemented on
substantially the same terms subject to appropriate amendments,
including (without limitation) an acceptance condition set at 90
per cent. (or such less percentage, being more than 50 per cent.,
as Taptica and RhythmOne may decide) of the RhythmOne Shares to
which such Takeover Offer relates, so far as applicable, as those
which would apply to the Scheme. Further, if sufficient acceptances
of such Takeover Offer are received and/or sufficient RhythmOne
Shares are otherwise acquired, it is the intention of Taptica to
apply the provisions of the Companies Law to acquire compulsorily
any outstanding RhythmOne Shares to which such Takeover Offer
relates. The availability of the Takeover Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements.
7 The availability of the Takeover Offer to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
8 In the event that the Offer is implemented by way of a
Takeover Offer, the RhythmOne Shares acquired under the Offer will
be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of the Scheme Document.
9 If, after the date of the Scheme Document but prior to the
Scheme Effective Date, any dividend or other distribution is
declared, paid or made or payable by RhythmOne, Taptica reserves
the right (without prejudice to any right of Taptica), with the
consent of the Takeover Panel, to reduce the offer price by an
amount up to the aggregate amount of such dividend or distribution
(excluding any associated tax credit). If any such dividend or
distribution occurs, any reference in the Scheme Document to the
offer price will be deemed to be a reference to the offer price as
so reduced. If such reduction occurs, notwithstanding the terms on
which the RhythmOne Shares are expressed to be acquired by Taptica
pursuant to the Offer in the Scheme Document, the RhythmOne Shares
will be acquired by or on behalf of Taptica pursuant to the Offer
fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now and hereafter attaching to such shares including the
right to receive in full all dividends and other distributions (if
any) declared, paid or made on or after the date of the Scheme
Document, other than the dividend or distribution giving rise to
such reduction. To the extent that such a dividend or distribution
has been declared, paid, made or is payable and it is: (i)
transferred pursuant to the Offer on a basis which entitles Taptica
to receive the dividend or distribution and to retain it; or (ii)
cancelled, the offer price will not be subject to change in
accordance with this paragraph. Any exercise by Taptica of its
rights referred to in this paragraph will be the subject of an
announcement and, for the avoidance of doubt, will not be regarded
as constituting any revision or variation of the Offer.
10 If, after the date of the Scheme Document but prior to the
Scheme Effective Date, any dividend or other distribution is
declared, paid or made or payable by Taptica, RhythmOne reserves
the right (without prejudice to any right of RhythmOne) to pay an
equalising dividend to its shareholders.
11 The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
12 The availability of the New Taptica Shares to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom should inform themselves about and observe any applicable
requirements.
13 The New Taptica Shares to be issued under the Scheme will be
issued credited as fully paid and will rank in full for all
dividends and other distributions, if any, declared, made or paid
after the Scheme Effective Date and otherwise shall rank pari passu
with the issued ordinary shares in Taptica.
14 Fractions of New Taptica Shares will not be allotted or
issued to Scheme Shareholders and the entitlements of Scheme
Shareholders will be rounded up to the nearest whole number of New
Taptica Shares.
15 The Offer is not being conducted, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
16 The Offer is governed by the laws of England and Wales and is
subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in the Scheme Document. The
Offer is subject to the applicable requirements of the Takeover
Code, the Takeover Panel, the Companies Act, the London Stock
Exchange (including the AIM Rules), the Court and the Financial
Conduct Authority
Appendix II
SOURCES AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1 The financial information on RhythmOne has been extracted from
the annual report and accounts of RhythmOne for the year ended 31
March 2018 and the interim results of RhythmOne for the six months
ended 30 September 2018, save for the net cash for 30 November,
which is extracted from the management accounts
2 The financial information on Taptica has been extracted from
the annual report and accounts of Taptica for the year ended 31
December 2017 and the interim results of Taptica for the six months
ended 30 June 2018.
3 All prices quoted for RhythmOne Shares are closing middle
market prices and are derived from the AIM appendix to the Daily
Official List for the particular date(s) concerned.
4 All prices quoted for Taptica Shares are closing middle market
prices and are derived from the AIM appendix to the Daily Official
List for the particular date(s) concerned.
5 All information relating to RhythmOne and Taptica has been
provided by persons duly authorised by the RhythmOne Board and
Taptica Board respectively.
Appendix III
rhythmone IRREVOCABLE UNDERTAKINGS and Letters of intent
Irrevocable undertakings
The following holders or controllers of RhythmOne Shares have,
on the basis set out below, given irrevocable undertakings to
Taptica to vote (or procure the vote) in favour of the Scheme at
the Court Meeting and the Resolutions:
Name of RhythmOne Shareholder No. of RhythmOne Percentage of
Shares RhythmOne issued
share capital
------------------------------- ---------------- -----------------
Toscafund Asset Management LLP 19,216,908 24.44
Eric Singer(xii) 4,057,323 5.16
John Mutch 15,294 0.02
Total 23,289,525 29.62
------------------------------- ---------------- -----------------
xii Mr Singer holds an indirect interest in 4,023,324 voting
rights in RhythmOne shares as the managing member of VIEX Capital
Advisers, LLC, a Delaware - incorporated investment management
entity that manages the assets of certain affiliated funds.
All the irrevocable undertakings referred to above will lapse
if:
-- this Announcement is not released by 5.00 p.m. on 28 February
2019 (or such later date as Taptica and RhythmOne may agree);
-- the Scheme or any Takeover Offer lapses or is withdrawn; or
-- the Scheme Document (or offer document, in the case of a
Takeover Offer) is not despatched to RhythmOne Shareholders within
28 days (or such longer period as the Takeover Panel may agree,
being not more than six (6) weeks) after the date of this
Announcement.
Letters of intent
Name of RhythmOne Shareholder No. of RhythmOne Percentage of
Shares RhythmOne issued
share capital
---------------------------------------- ---------------- -----------------
Lombard Odier Asset Management (Europe)
Limited 9,011,094 11.46
---------------------------------------- ---------------- -----------------
River & Mercantile Asset Management LLP 7,767,854 9.88
---------------------------------------- ---------------- -----------------
Total 16,778,948 21.34
Appendix IV
TAPTICA IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
Irrevocable undertakings
The following holders or controllers of Taptica Shares have, on
the basis set out below, given irrevocable undertakings to
RhythmOne to vote (or procure the vote) in favour of the
Resolutions at the Taptica General Meeting:
Name of Taptica Shareholder No. of Taptica Percentage of
Shares Taptica issued
share capital
--------------------------------------- -------------- ---------------
Eitan Epstein and Shirley Dahan Trust
on Behalf of MTD PTE Ltd. Shares held
in trust behalf of Mr Hagai Tal 9,501,259 13.85
Smart and Simple Ltd. Shares held in
trust on behalf of Ehud Levy. 4,800,009 7.00
Yaniv Carmi 110,000 0.16
Tim Weller 94,630 0.14
Ronni Zehavi 36,376 0.05
Neil Jones 5,000 0.01
--------------------------------------- -------------- ---------------
Total 14,547,274 21.21
--------------------------------------- -------------- ---------------
All the irrevocable undertakings referred to above will lapse
if:
-- this Announcement is not released by 5.00 p.m. on 28 February
2019 (or such later date as Taptica and RhythmOne may agree);
-- the Scheme or any Takeover Offer lapses or is withdrawn; or
-- the Scheme Document (or offer document, in the case of a
Takeover Offer) is not despatched to RhythmOne Shareholders within
28 days (or such longer period as the Takeover Panel may agree,
being not more than six (6) weeks) after the date of this
Announcement.
Letters of intent
Name of Taptica Shareholder No. of Taptica Percentage of
Shares Taptica issued
share capital
---------------------------------------- -------------- ---------------
Schroders Investment Management Limited 11,538,522 16.82
River & Mercantile Asset Management LLP 5,863,201 8.55
---------------------------------------- -------------- ---------------
Total 17,401,723 25.37
---------------------------------------- -------------- ---------------
Appendix V
DEFINITIONS
In this Announcement the following words and expressions have
the following meanings, unless the context requires otherwise:
"Admission" admission of the New Taptica Shares
to trading on AIM;
"AIM" the AIM market operated by the London
Stock Exchange;
"AIM Rules" the AIM Rules for Companies published
by the London Stock Exchange from
time to time;
"Announcement" this announcement dated 4 February
2019;
"Business Day" a day, not being a Saturday, Sunday
or public holiday, on which the clearing
banks in London are open for business;
"certificated" recorded on the
or "in certificated form" relevant register
of the share or other
security as
being held in
certificated from
(that
is, not in CREST);
"Closing Price" the middle market price of a RhythmOne
Share at the close of business on
the day to which such price relates,
as derived from the AIM appendix
to the Daily Official List;
"Companies Act" the UK Companies Act 2006, as amended;
"Conditions" the conditions to the Offer (including
the Scheme), as set out in Appendix
I (Conditions to the implementation,
and further terms, of the Scheme
and the Offer) of this Announcement;
"Confidentiality Agreement" the confidentiality
and non-disclosure
agreement entered
into by Taptica
and RhythmOne,
further details
entered
of which are
contained in
paragraph
14.1 of the
Announcement;
"Cooperation Agreement" the co-operation
agreement entered
into by Taptica and
RhythmOne, further
details of which are
contained in
paragraph 14.2 of
this Announcement;
"Court" the High Court of
Justice of England
and Wales;
"Court Hearing" the hearing (or any
adjournment thereof)
at which the Court
Order is made;
"Court Meeting" the meeting(s) of
Scheme Shareholders
convened with the
permission of the
Court pursuant to
Part 26 of the
Companies Act, notice
of which will
be set out in the
Scheme Document,
to consider, and, if
thought fit,
approve the Scheme
(with or without
modification)
including any
adjournment,
postponement or
reconvention thereof;
"Court Order" the order(s) of the
Court sanctioning
the Scheme under Part
26 of the Companies
Act;
"CREST" the relevant system
(as defined in
the Regulations) in
respect of which
Euroclear is the
Operator (as defined
in the Regulations);
"CREST Manual" the Crest manual
referred to in the
agreements entered
into with Euroclear;
"Daily Official List" the Daily Official
List published
by the London Stock
Exchange;
"Dealing Disclosure" has the same meaning
as in Rule 8
of the Takeover Code;
"Depositary" Link Market Services
Trustees Limited;
"Depositary Interests" uncertified
depositary interests
issued by the
Depositary and
representing
New Taptica Shares;
"Disclosed" the information
fairly disclosed:
(i) in the annual
report and accounts
of RhythmOne in
respect of the
financial
year ended 31 March
2018;
(ii) in the public
announcements
by RhythmOne to a
Regulatory
Information
Service at or before
5.30 p.m. on
the date of this
Announcement; or
(iii) in documents
made available
by RhythmOne or its
advisers at or
before 5.30 p.m. on
the date of this
Announcement;
"Enlarged Group" the combined
businesses of the
Taptica
Group and the
RhythmOne Group
following
the completion of the
Offer;
"Enlarged Taptica Share the existing Taptica
Capital" Shares and the
New Taptica Shares;
"Euroclear" Euroclear UK & Ireland Limited;
"Financial Conduct Authority" the Financial Conduct Authority in
its capacity as the competent authority
for the purposes of Part VI of the
FSMA;
"finnCap" finnCap Ltd, financial adviser to
Taptica;
"Form(s) of Proxy" the forms of proxy for use at the
Court Meeting and the General Meeting;
"FSMA" the Financial Services and Markets
Act 2000, as amended;
"General Meeting" the general meeting of RhythmOne
Shareholders (and any adjournment
thereof) convened in connection with
the Scheme;
"Israel" the State of Israel;
"Israel Companies Law" the Israel Companies Law 5759-1999
"Latest Practicable Date" 1 February 2019 (being the latest
practicable date prior to the release
of this Announcement);
"London Stock Exchange" London Stock Exchange plc, or any
successor body thereto;
"Long Stop Date" 30 April 2019;
"Meetings" the Court Meeting
and/or the RhythmOne
General Meeting, and
Meeting means
any one of them as
applicable;
"New Awards" a New Taptica
Management Incentive
Scheme, which will
comprise options
or RSUs over
11,772,932 Taptica
Shares
which equates to 8
per cent of the
fully diluted share
capital of the
Enlarged Group,
should the Offer
be completed
"New Taptica Management the new compensation
Incentive Scheme" arrangements
for managers of the
Enlarged Group
which are to be voted
on at the Taptica
General Meeting;
"New Taptica Shares" the new Taptica
Shares to be issued
pursuant to the
Scheme;
"Offer" the proposed offer by Taptica for
the entire issued and to be issued
ordinary share capital of RhythmOne
to be effected by means of the Scheme
and, where the context admits, any
subsequent variation, revision, extension
or renewal thereof;
"Offer Period" the offer period (as
defined by the
Takeover Code)
relating to
RhythmOne,
commencing on 29
January 2019;
"Opening Position Disclosure" has the same meaning
as in Rule 8
of the Takeover Code;
"Overseas Shareholders" RhythmOne
Shareholders with
registered
addresses outside the
United Kingdom
or who are not
resident in,
nationals
or citizens of, the
United Kingdom;
"Registrar of Companies" the Registrar of Companies within
the meaning of the Companies Act;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 01/3755), as amended
from time to time;
"Regulatory Information has the same meaning as defined in
Service" the AIM Rules:
"Resolutions" the resolutions to be proposed at
the General Meeting to approve
various
matters for the purposes of, and
in connection with, the Scheme;
"Restricted Jurisdiction" any jurisdiction
where extension
or acceptance of the
Offer would
violate the law of
that jurisdiction;
"RhythmOne" RhythmOne Plc, a
company incorporated
in England and Wales
under the Companies
Act with registered
number 06223359
and whose registered
office is at
65 Gresham Street,
6(th) Floor, London
EC2V 7NQ, United
Kingdom;
"RhythmOne Articles" the articles of
association of
RhythmOne
from time to time;
"RhythmOne Board" or "RhythmOne the board of
Directors" directors of
RhythmOne,
and "RhythmOne
Director" means any
member of the
RhythmOne Board;
"RhythmOne Equity Incentive together, the
Plans" RhythmOne 2017
International
Equity Incentive
Plan, the RhythmOne
US Share Option Plan;
and the RhythmOne
Equity Incentive
Rollover Plan;
"RhythmOne Option" 849,325 options over
a RhythmOne
Share awarded
pursuant to the
RhythmOne
Equity Incentive
Plans;
"RhythmOne RSU" 1,058,776 restricted
stock units
over RhythmOne Shares
awarded pursuant
to the RhythmOne 2017
International
Equity Incentive
Plan;
"RhythmOne Share Scheme holders of RhythmOne
Participants" Options and/or
RhythmOne RSUs;
"RhythmOne Shareholders" holders of RhythmOne
Shares;
"RhythmOne Shares" ordinary shares of 10
pence each
in the capital of
RhythmOne;
"Scheme" the proposed scheme
or "Scheme of Arrangement" of arrangement
under Part 26 of the
Companies Act,
with or subject to
any modification,
addition or condition
approved or
imposed by the Court
and agreed to
by Taptica and
RhythmOne, the full
terms of which will
be set out in
the Scheme Document;
"Scheme Document" the document to be
sent to RhythmOne
Shareholders,
containing and
setting
out the Scheme, the
notices convening
the Court Meeting,
the General Meeting
and the further
particulars required
by Part 26 of the
Companies Act;
"Scheme Effective Date" the date on which the Scheme
becomes
effective in accordance with its
terms;
"Scheme Record Time" 6.00 p.m. on the Business Day immediately
preceding the Court Hearing;
"Scheme Shareholders" the holders of the Scheme Shares;
"Scheme Shares" all RhythmOne Shares:
(i) in issue at 6.00 p.m. on the
date of the Scheme Document;
(ii) (if any) issued after 6.00
p.m.
on the date of the Scheme
Document
and before the Voting Record
Time;
and
(iii) (if any) issued on or after
the Voting Record Time and on or
before the Scheme Record Time, in
respect of which the original or
any subsequent holders of such
shares
shall be bound by the Scheme, or
in respect of which the original
or any subsequent holders of such
shares are, or shall have agreed
in writing to be, bound by the
Scheme.
excluding any RhythmOne Shares
registered
in the name of or beneficially
owned
by any member of the Wider
Taptica
Group;
"SEC" the US Securities and Exchange Commission;
"Takeover Code" the City Code on Takeovers and Mergers
issued by the Takeover Panel;
"Takeover Offer" should Taptica elect to attempt to
implement the Offer by way of a takeover
offer (as that term is defined in
the Companies Act), the offer to
be made by Taptica to acquire all
of the issued and to be issued RhythmOne
Shares and, where the context admits,
any subsequent revisions, variations,
extension or renewal of such offer;
"Takeover Panel" the Takeover Panel on
Takeovers and
Mergers;
"Taptica" Taptica Limited, a company incorporated
in Israel under the Israel Companies
Law with registered number 513956060
and whose registered office is at
121 Hahashmonaim Tel Aviv 6713328
Israel;
"Taptica Options" 9,353,010 existing allocated Taptica
options
"Taptica RSUs" 883,750 existing Taptica RSUs
"Taptica Board" or "Taptica the board of directors of Taptica,
Directors" and "Taptica Director" means any
member of the Taptica Board;
"Taptica General Meeting" the general meeting of Taptica to
be convened in connection with the
Offer, including any adjournment
thereof;
"Taptica Group" Taptica, its subsidiaries, any holding
company of Taptica (intermediate
or otherwise) and their subsidiary
undertakings from time to time, or
any of them as the context requires;
"Taptica Shareholders" holders of Taptica Shares;
"Taptica Shares" ordinary shares of NIS 0.01 each
in the capital of Taptica;
"uncertificated" recorded on the relevant register
or "uncertificated form" of the share or security concerned
as being held in uncertificated form
(that is, in CREST), and title to
which, by virtue of the Regulations,
may be transferred by means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" the United States of America, its
territories and possessions, the
District of Columbia, and all other
areas subject to its jurisdiction;
"US Securities Act" the United States Securities Act
of 1933, as amended, and the rules
and regulations promulgated thereunder;
"Voting Record Time" the date and time specified in the
Scheme Document by reference to which
entitlement to vote at the Court
meeting will be determined, expected
to be 6.00 p.m. on the date which
is two Business Days before the Court
Meeting of, if the Court meeting
is adjourned by more than 48 hours,
6.00 p.m. on the day which is two
Business Days before such adjourned
meetings;
"Whitman Howard" Whitman Howard Limited, financial
adviser to RhythmOne;
"Wider RhythmOne Group" RhythmOne and its subsidiary undertakings,
associated undertakings and any other
undertaking in which RhythmOne and/or
such undertakings (aggregating their
interests) have a direct or indirect
interest in 10 per cent. or more
of the equity share capital; and
"Wider Taptica Group" Taptica and its subsidiary undertakings,
associated undertakings and any other
undertaking in which Taptica and/or
such undertakings (aggregating their
interests) have a direct or indirect
interest in 10 per cent. or more
of the equity share capital.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "parent undertaking", "undertaking" and "associated
undertaking" have the respective meanings given thereto by the
Companies Act.
References to the singular include the plural and vice
versa.
GBP and pence means pounds and pence sterling, the lawful
currency of the United Kingdom and Jersey.
$ means US dollars, the lawful currency of the United
States.
NIS means New Israeli Shekels, the lawful currency of
Israel.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFFCKNDDKBKBFBK
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