RCS - Nexxen International - Stock Listing & Trading Structure Changes Reminder

Nexxen InternationalAnnouncement

07/03/2025 08:15

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RNS Number : 7302Z  Nexxen International Ltd  07 March 2025

Reminders for Nexxen Shareholders Following Stock Exchange and Trading
Structure Changes

NEW YORK, March 7, 2025 -- Nexxen International Ltd. (NASDAQ: NEXN) ("Nexxen"
or the "Company"), a global, flexible advertising technology platform with
deep expertise in data and advanced TV, today provides reminder information
for its shareholders following its previously announced stock exchange and
trading structure changes (the "Transaction") which resulted in a single U.S.
Ordinary Share listing on the Nasdaq Stock Market effective as of February 18,
2025:

·    On Friday, February 14, 2025, the Company executed a reverse split of
its Ordinary Shares such that every two Ordinary Shares held at the time of
the reverse split consolidated into one Ordinary Share.

·    Thereafter, the Company's Nasdaq-listed ADRs were exchanged for
Nasdaq-listed Ordinary Shares on a one-for-one basis and the ADR facility was
terminated.

·    On February 17, 2025, the Company's Ordinary Shares (represented by
Depositary Interests or DIs) were voluntarily cancelled from admission to
trading on AIM.

·    On February 18, 2025, the Company's Ordinary Shares began trading on
Nasdaq under the ticker NEXN.

The purpose of the reverse split of Ordinary Shares was to align the ratio
between ADRs and Ordinary Shares to facilitate the transactions summarized
above. There was no change to the underlying value of the ADRs and ultimately
the Ordinary Shares that were issued in exchange for ADRs as a direct result
of the reverse split were reflective of the previous ADR price. For example,
if an ADR was trading at $10.00 per ADR immediately prior to the reverse
split, then the Ordinary Shares that were issued upon the exchange for this
ADR held the same trading value of $10.00 per Ordinary Share immediately
following the exchange.

The reverse split of the Ordinary Shares at a two-for-one ratio reduced the
total number of issued Ordinary Shares by half but doubled the underlying
value of a single share immediately thereafter. Since each depositary interest
corresponded to one underlying Ordinary Share, holders of Depositary Interests
saw their holdings adjusted in accordance with the reverse split ratio. The
reverse split did not affect shareholders' proportional ownership in the
Company - each investor owned the same percentage of the Company post-split,
adjusted for the new share count.

Shareholders with questions regarding the Transactions are urged to review
Appendix A "Transaction FAQs" of the circular that was published on November
15, 2024, as updated on February 6, 2025, in the Company's RNS
(https://investors.nexxen.com/news-releases/news-release-details/nexxen-international-stock-exchange-and-trading-structure
(https://investors.nexxen.com/news-releases/news-release-details/nexxen-international-stock-exchange-and-trading-structure)
).

As a reminder for our shareholders:

·    Holders of Company DIs: No action was needed in connection with the
Transaction, and each holder's previous DIs were replaced in CREST by new DIs
issued by Computershare Investor Services PLC. Any holder that desires to sell
the underlying Ordinary Shares on Nasdaq should work with their broker to
reposition their shares into the U.S. to transact the sale. We have been
advised by our service providers that these transactions have been
successfully completed on a regular basis following the Transaction.  While
we cannot recommend or endorse any particular broker, please contact the
Investor Relations media contact listed below and we may be able provide
information for those brokers that have successfully transacted in our
stock.

·    Holders of Company ADRs: No action was needed in connection with the
Transaction, and each holder automatically received Nasdaq-listed Ordinary
Shares in connection with the termination of the ADR facility. Any holder that
desires to sell their Ordinary Shares on Nasdaq should work with their broker
to transact the sale.

·    Holders of Ordinary Shares: No action was needed in connection with
the Transaction, which also resulted in the movement of the Company's share
registry to the Company's U.S. transfer agent, Computershare Trust Company,
N.A. ("Computershare US"). All share certificates existing prior to the
Transaction were rendered void and invalid. They were cancelled and recorded
directly on the Company's share register held in the Direct Registration
System ("DRS") and maintained by Computershare US. Holders have received or
will receive a DRS statement of account by post from Computershare US
evidencing legal title to their Ordinary Shares and should work with their
broker to transact any desired sales.

About Nexxen

Nexxen empowers advertisers, agencies, publishers and broadcasters around the
world to utilize data and advanced TV in the ways that are most meaningful to
them. Our flexible and unified technology stack comprises a demand-side
platform ("DSP") and supply-side platform ("SSP"), with the Nexxen Data
Platform at its core. With streaming in our DNA, Nexxen's robust capabilities
span discovery, planning, activation, monetization, measurement and
optimization - available individually or in combination - all designed to
enable our partners to achieve their goals, no matter how far-reaching or
hyper niche they may be.

Nexxen is headquartered in Israel and maintains offices throughout the United
States, Canada, Europe and Asia-Pacific, and is traded on Nasdaq (NEXN). For
more information, visit www.nexxen.com (http://www.nexxen.com) .

For further information please contact:

Billy Eckert, Vice President of Investor Relations

ir@nexxen.com (mailto:ir@nexxen.com)

 

Caroline Smith, Vice President of Communications
csmith@nexxen.com (mailto:csmith@nexxen.com)

Forward-Looking Statements

This press release contains forward-looking statements, including
forward-looking statements within the meaning of Section 27A of the United
States Securities Act of 1933, as amended, and Section 21E of the United
States Securities and Exchange Act of 1934, as amended. Forward-looking
statements are identified by words such as "anticipates," "believes,"
"expects," "intends," "may," "can," "will," "estimates," and other similar
expressions. However, these words are not the only way Nexxen identifies
forward-looking statements. All statements contained in this press release
that do not relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements regarding
the ability to transact in our stock, the ability or belief that certain
brokers can execute transactions in our stock, the anticipated benefits of the
Company's ADR exchange and termination, reverse split, AIM delisting and
sole-listing on Nasdaq. These statements are neither promises nor guarantees
but involve known and unknown risks, uncertainties and other important factors
that may cause Nexxen's actual results, performance or achievements to be
materially different from its expectations expressed or implied by the
forward-looking statements, including, but not limited to, the following: that
the anticipated benefits of the sole-listing on Nasdaq won't be achieved in
full or at all, or in the time frame expected; negative global economic
conditions; global conflicts and war, including the war and hostilities
between Israel and Hamas, Hezbollah and Iran, and how those conditions may
adversely impact Nexxen's business, customers and the markets in which Nexxen
competes; changes in industry trends; and, other negative developments in
Nexxen's business or unfavourable legislative or regulatory developments.
Nexxen cautions you not to place undue reliance on these forward-looking
statements. For a more detailed discussion of these factors, and other factors
that could cause actual results to vary materially, interested parties should
review the risk factors listed in the Company's most recent Annual Report on
Form 20-F, filed with the U.S. Securities and Exchange Commission
(www.sec.gov) on March 5, 2025. Any forward-looking statements made by Nexxen
in this press release speak only as of the date of this press release, and
Nexxen does not intend to update these forward-looking statements after the
date of this press release, except as required by law.

Nexxen, and the Nexxen logo, are trademarks of Nexxen International Ltd. in
the United States and other countries. All other trademarks are the property
of their respective owners. The use of the word "partner" or "partnership" in
this press release does not mean a legal partner or legal partnership.

 

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