REG - Nexxen International - Stock Exchange and Trading Structure Changes

Nexxen InternationalAnnouncement

06/02/2025 07:00

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RNS Number : 0907W  Nexxen International Ltd  06 February 2025

06 February 2025

Nexxen International Ltd

 

("Nexxen" or the "Company")

 

Nexxen Reiterates the Timeline and Process for its Upcoming Stock Exchange and
Trading Structure Changes

 

Nexxen International Ltd. (AIM/NASDAQ: NEXN) ("Nexxen" or the "Company"), a
global, flexible advertising technology platform with deep expertise in data
and advanced TV, today reiterates the timeline and process for the Company's
upcoming stock exchange and trading structure changes, as well as the
implications for current holders of Nexxen's Nasdaq-listed ADRs, AIM-listed
Depositary Interests representing the Company's Ordinary Shares, and
certificated Ordinary Shares.

 

As announced on November 15, 2024, the last day of dealings in the Company's
AIM-listed Depositary Interests will be February 14, 2025. Thereafter, at 6:01
PM Eastern Time on February 14, 2025, the Company's Ordinary Shares will
reverse split such that every two Ordinary Shares held at the time of the
reverse split will consolidate into one New Ordinary Share to facilitate a
one-to-one ADR exchange.

 

At 6:02 PM Eastern Time on February 14, 2025, the Company's Nasdaq-listed ADRs
will be exchanged for New Ordinary Shares and the ADR facility will be
terminated.

 

At 7:00 AM GMT on February 17, 2025, the Ordinary Shares (represented by
Depositary Interests for settlement) will be cancelled from admission to
trading on AIM, and, on February 18, 2025, the Company's New Ordinary Shares
will begin trading on Nasdaq under the ticker "NEXN".

 

Current holders of Nexxen's Nasdaq-listed ADRs do not need to take any action
for their ADRs to be converted to Nasdaq-listed New Ordinary Shares.
Thereafter, shareholders who desire to sell their New Ordinary Shares on
Nasdaq should work with their broker to transact the sale.

 

As previously announced, the Company had planned to replace the Company's
current AIM-listed Depositary Interests issued by MUFG Corporate Markets
Trustees (UK) Limited with CREST depositary interests upon the delisting. Upon
further review of the logistics involved in the transaction, and in the course
of the Board's ongoing review of the transaction, the Board has determined
that, upon the delisting, the current Depositary Interests will be instead
replaced with new depositary interests issued by Computershare Investor
Services PLC ("Computershare UK") (the "Replacement DIs") with each
Replacement DI representing one New Ordinary Share. This will streamline
administration and give shareholders access to a helpline provided by
Computershare as the Replacement DI Depositary if and when they wish to
reposition their shares.

 

Current holders of the Company's Depositary Interests do not need to take any
action. Following the AIM delisting, they will have their Depositary Interests
automatically replaced in CREST with Replacement DIs issued by Computershare
UK. Thereafter, holders of Replacement DIs who desire to sell their underlying
New Ordinary Shares on Nasdaq should work with their broker to reposition
their shares in the U.S. and transact the sale.

 

Current holders of certificated Ordinary Shares do not need to take any
action. Following the stock split and delisting from AIM, the Company's share
registry will be moved to the Company's U.S. transfer agent, Computershare
Trust Company, N.A. ("Computershare US"). All existing share certificates in
issue will be deemed void and invalid from the point of transfer of the share
register to Computershare US in the U.S. and will be cancelled. Shareholders'
holdings of Ordinary Shares held in certificated form will be recorded
directly on the Company's share register, which will be held in the Direct
Registration System ("DRS") and maintained by Computershare US. Holders will
receive a DRS statement of account by post from Computershare evidencing legal
title to their New Ordinary Shares in due course and thereafter should work
with their broker to transact any desired sales.

 

As a result of these steps, Nexxen will trade solely on Nasdaq under one
consolidated U.S. Ordinary Share listing.

 

In connection with this change, the Company makes the following updates to
certain sections of Appendix A "Transaction FAQs" of the circular that it
published on November 15, 2024 (showing the amendments and deletions for
clarity):

 

What is the Proposed Transaction?

The Board of Directors of Nexxen International, Ltd (the "Company") has
determined that it is in the best interest of the Company, its investors and
other stakeholders to consolidate all trading of the Company's securities on
one stock exchange - the NASDAQ Global Market in the United States. The
process for implementing this transition (the "Transaction") from a dual
listing of the Company's American Depositary Shares (the "ADSs") on Nasdaq and
ordinary shares of nominal value NIS 0.01 each in the capital of the Company
on AIM (the "Shares") to a sole listing of ordinary share of nominal value NIS
0.02 each in the capital of the Company (the "New Shares") on Nasdaq broadly
involves: (1) a reverse share split with respect to all outstanding Shares by
means of a 2-for-1 reverse share split (the "Reverse Share Split"), after
which each two Shares will be represented by one New Share, and each ADS will
represent one New Share, (2) a mandatory exchange under the Company's ADS
facility as a result of which ADS holders, upon the Company's termination of
the existing ADS facility, will have their ADSs automatically cancelled and
will be credited with the right to receive the underlying New Shares
represented by their ADSs at a rate of one New Share for each ADS cancelled
(the "Mandatory ADS Exchange"), (3) a listing of the Shares on Nasdaq instead
of the ADSs (as the ADSs will be delisted for trading from Nasdaq), (4) the
appointment of Computershare Trust Company, N.A. ("Computershare US") to act
as the Company's U.S. transfer agent, (5) subject to certain formalities, a
repositioning of the New Shares from the trading system used for trading the
Shares on AIM into the trading system used for trading the New Shares on
Nasdaq (the "Market Repositioning"), (6) the delisting of the Shares from
listing and trading on AIM (the "Delisting"), and (7) the replacement of the
current depositary interests (the "DIs") issued by MUFG Corporate Markets
Trustees (UK) Limited (the "DI Depositary") with replacement depositary
interests (the "Replacement DIs") issued by Computershare Investor Services
PLC ("Computershare UK") CREST depositary interests (the "CDIs"). Following
the Transaction, the New Shares would be listed on Nasdaq under ticker symbol
"NEXN" and all public trading of securities in the Company will take place on
Nasdaq.

I hold depositary interests trading on AIM - what do I need to do?

In order to ensure ease of cross-border movements of shares between the U.K.
and U.S. markets for shareholders, the Company has arranged for the current
DIs issued by the Depositary to be replaced with the Replacement DIs CDIs
representing Shares held through the DTC system. The Company has arranged with
the Depositary for the current DI facility to be terminated with effect from
the close of business in the U.K. on February 14, 2025 (Friday). In
anticipation of this change, stock deposits and withdrawals will not be
possible in CREST from the close of business on February 12, 2025. All
depositary interests in the DI facility at the close of business in the U.K.
on February 14, 2025 (Friday) will automatically be cancelled and replaced in
CREST with  Replacement DIs CDIs representing the number of underlying New
Shares resulting from the Reverse Share Split. Such underlying New Shares
will, from this time, be held by CREST International Nominees Limited (the
"CREST Nominee"), as custodian in the DTC clearance system for CREST
Depository Limited, a subsidiary of Euroclear UK & International Limited
(the "CREST Depository") as the depository and issuer of the CDIs. Holders of
DIs do not need to take any action in this regard.

What are the Replacement Depository Interests and how are they different from
my current DIs? What are CREST Depository Interests (CDIs)?

A depositary instrument CDI is a security constituted under English law issued
by a depositary the CREST Depository that represents an entitlement to
international securities. The Replacement DIs CDIs are issued by Computershare
UK the CREST Depository to CREST members and represent an entitlement to
identifiable underlying securities. Each Replacement DI CDI will represent a
New Share held by Computershare US the CREST Nominee as custodian in the DTC
clearance system for Computershare UK the CREST Depository as the depositary
and issuer of the Replacement DIs CDIs. The CREST Depository's relationship
with CDI-holding CREST members is governed by the CREST Deed Poll and the
CREST International Manual. Holding by way of a  CDI will entail
international custody costs and certain differences in the nature, range and
cost of corporate services, including with respect to the manner in which
voting rights can be exercised in person or by proxy, relative to a direct
holding of New Shares. The Company expects to enter into arrangements enabling
it to send shareholder meeting materials to, and receive voting instructions
from, holders of the Replacement DIs CDIs. CREST members who anticipate
continuing to hold their investment in New Shares in CREST via Replacement DIs
CDIs should familiarize themselves with the Replacement DI CDI service
offering details of which are included in the CREST International Manual and
the terms of the CREST deed poll.

I have further questions that are not dealt with sufficiently here - where can
I find further information?

If you hold your certificated Shares or DIs via a broker, please discuss with
your broker in the first instance.

In respect of any queries regarding the Replacement DIs CDIs, the Replacement
DIs CDIs will be issued in accordance with the Computershare UK Euroclear UK
& International Limited deed poll and holders of DIs should note that
Computershare Euroclear UK & International Limited will be the contact for
the purposes of any queries in relation to the Replacement DIs CDIs or for a
copy of the deed poll.

In respect of any queries regarding the Replacement DIs, the Replacement DIs
will be issued in accordance with the Computershare UK deed poll and holders
of DIs should note that Computershare will be the contact for the purposes of
any queries in relation to the Replacement DIs or for a copy of the deed poll,
and its contact details are set out below.

Computershare UK Offices:

+44 (0)370 702 0003

 

For queries for holders of certificated Ordinary Shares, contact details are
set out as below.

Computershare US Offices:

(800) 736-3001 (US)

+1 (781) 575-3100 (Non-US)

 

About Nexxen

 

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

 

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

 

For further information please contact:

 

Nexxen International Ltd.

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)

Vigo Consulting (U.K. Financial PR & Investor Relations)

Jeremy Garcia / Peter Jacob

Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
(mailto:nexxen@vigoconsulting.com)

 

Cavendish Capital Markets Limited

Jonny Franklin-Adams / Seamus Fricker / Rory Sale (Corporate Finance)

Tim Redfern / Jamie Anderson (ECM)

Tel: +44 20 7220 0500

 

Forward Looking Statements

 

This press release contains forward-looking statements, including
forward-looking statements within the meaning of Section 27A of the United
States Securities Act of 1933, as amended, and Section 21E of the United
States Securities and Exchange Act of 1934, as amended. Forward-looking
statements are identified by words such as "anticipates," "believes,"
"expects," "intends," "may," "can," "will," "estimates," and other similar
expressions. However, these words are not the only way Nexxen identifies
forward-looking statements. All statements contained in this press release
that do not relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements regarding
the anticipated benefits and potential timing of the Company's ADR exchange
and termination, reverse split and AIM delisting, as well as any other
statements related to Nexxen's future financial results and operating
performance. These statements are neither promises nor guarantees but involve
known and unknown risks, uncertainties and other important factors that may
cause Nexxen's actual results, performance or achievements to be materially
different from its expectations expressed or implied by the forward-looking
statements, including, but not limited to, the following: negative global
economic conditions; global conflicts and war, including the war and
hostilities between Israel and Hamas, Hezbollah and Iran, and how those
conditions may adversely impact Nexxen's business, customers and the markets
in which Nexxen competes; changes in industry trends; the risk that Nexxen
will not realize the anticipated benefits of its acquisition of Amobee and
strategic investment in VIDAA; and, other negative developments in Nexxen's
business or unfavourable legislative or regulatory developments. Nexxen
cautions you not to place undue reliance on these forward-looking statements.
For a more detailed discussion of these factors, and other factors that could
cause actual results to vary materially, interested parties should review the
risk factors listed in the Company's most recent Annual Report on Form 20-F,
filed with the U.S. Securities and Exchange Commission (www.sec.gov) on March
6, 2024. Any forward-looking statements made by Nexxen in this press release
speak only as of the date of this press release, and Nexxen does not intend to
update these forward-looking statements after the date of this press release,
except as required by law.

 

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

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