Investors

Investor Story

Tremor International Ltd. is a global leader in advertising technologies with operations in more than 60 countries. Tremor International Ltd. is traded on the London Stock Exchange (AIM: TRMR). We offer digital advertising solutions leveraging the latest video, native, and display technology to reach the most valuable users for every app, service, and brand. Working with more than 450 advertisers including Amazon, Disney, Twitter, OpenTable, Expedia, and Zynga, and more than 50,000 supply and publishing partners worldwide. Tremor International (formerly ‘Taptica International Ltd.’) was admitted to the Alternative Investment Market (AIM) of the London Stock Exchange on 28 May 2014.

Board of Directors

Tim Weller, Non-Executive Director and Chairman
Tim Weller is the founder of Incisive Media and its Chairman. He successfully floated the company on the Main Market of the London Stock Exchange in 2000 and in 2006 he led the £275m management buyout which took the company private again. Mr. Weller was a non-executive director and Chairman of RDF Media from 2005-2010 and was also Non-Executive Chairman of Polestar from 2009-2011 until its sale to Sun European Partners LLP. Mr. Weller was a member of the Shadow Cabinet New Enterprise Council, which advised the then Shadow Chancellor of the Exchequer, George Osborne, on business and enterprise prior to the 2010 General Election. Mr. Weller was Chairman of InternetQ from April 2013 – April 2016. Tim is also Chairman of Trustpilot, a leading provider of trusted company reviews, and Superawesome, a company with leading technology that powers the global kids’ digital media ecosystem.

Ofer Druker, Chief Executive Officer
Ofer Druker joined Tremor International in November 2017 as Executive Chairman of the Tremor Video division and has been instrumental in the successful integration of Tremor Video since its acquisition by Tremor International in August 2017. Mr Druker was appointed Chief Executive Officer in April 2019 following the completion of the merger with RhythmOne plc. 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 and integrating Matomy’s most important strategic transactions, including the acquisitions of Team Internet, Media Whiz, Mobfox and Optimatic.

Yaniv Carmi, Chief Financial Officer
Yaniv Carmi joined Tremor International in 2010 and became Chief Financial Officer of the Company in January 2011. Mr. Carmi is an experienced finance professional, whose previous roles include tax and audit senior at KPMG, Israel. At Tremor, he was instrumental in the IPO of the Company in 2014 and in the subsequent global expansion in operations, including through significant M&A. Mr. Carmi is responsible for all elements of financial operations, strategic and tactical matters related to budget management as well as directing key corporate initiatives. Mr. Carmi is a Certified Public Accountant and holds a B.A. degree in Economics and Accounting from Ben-Gurion University and an MBA in Financial Management from Tel Aviv University.

Joanna Parnell, Non-Executive Director
Joanna Parnell is a Managing Partner at Wavemaker (formerly MEC), one of the world’s leading media agency networks and owned by WPP plc, where she leads the paid digital team and oversees the agency’s focus on data driven campaigns. Prior to moving to MEC in March 2016, Ms. Parnell was Director of Strategy and sat on the Board at Unique Digital, with responsibility for setting product and business strategy, including leading the multichannel planning strategy (crossdevice and crossplatform), managing product heads and driving key initiatives across data buying, attribution modelling and biddable media adaptation. Ms. Parnell has a Masters in German and Business from the University of Edinburgh and studied as a postgraduate at the London School of Marketing between 2005 and 2006.

Neil Jones, Non-Executive Director
Neil Jones has been Chief Financial Officer and a director of Huntsworth plc, a healthcare communications and public relations group, which is listed on the Main Market of the London Stock Exchange, since February 2016. He joined Huntsworth from ITE Group plc, the international exhibitions group, where he held the position of Chief Financial Officer from 2008. Between 2003 and 2008, Mr. Jones was Group Finance Director at Tarsus Group plc and prior to that, he spent five years as Finance Director (Europe) at Advanstar Communications. Mr. Jones has a BA degree in Economics from the University of Manchester and completed the ACA in July 1990 with Price Waterhouse.

Chris Stibbs, Non-Executive Director
Chris has been CEO of the Economist Group since 2013. Prior to which, he ran the Economist Intelligence Unit and spent eight years as the group’s Chief Financial Officer. Mr. Stibbs has a wealth of experience across the media industry, with his transactional experience including leading the merger between City Financial Communications and Timothy Benn Publishing to form Incisive Media, and then supporting its subsequent listing on the London Stock Exchange in 2000. More recently, Mr. Stibbs led the buy-back of The Economist from Pearson and drove the digital transformation of its products, infrastructure and culture. Mr. Stibbs is a qualified chartered accountant and has held positions at FTSE 100 companies, Pearson and Imperial Chemical Industries.

Share Price

Symbol: TRMR

Current share price: 137.50 GBX

Shareholder Information

Last updated 07 October 2019

Number of Securities in Issue
Tremor International Ltd (formerly ‘Taptica International Ltd.’) was admitted to the Alternative Investment Market (AIM) of the London Stock Exchange on 28 May 2014. The Company’s shares are not traded on any other stock exchange. Tremor International’s issued share capital consists of 122,231,768. Ordinary Shares with a nominal value of NIS 0.01 each, along with 22,696,078 shares reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereto). The total number of shares not in public hands is 61,052,430 representing 49.95%* of the total issued share capital. There are no restrictions on the transfer of the company’s shares.

Major Shareholders (3% or above)

ShareholderNumber of Ordinary SharesPercentage of Issued Ordinary Share Capital
Toscafund Asset Management 28,025,31822.9%
Schroder Investment Management 18,773,39915.4%
Mithaq Capital 14,011,84211.5%
River & Mercantile Asset Management 8,977,5687.3%
Ibex Investors 5,415,0004.4%
Hargreaves Lansdown Asset Management 5,209,1214.3%
Interactive Investor 4,938,2524.0%

*As defined by the AIM Rules for Companies, shares not in public hands includes shares held by Directors of the Company and all shareholders with over 10% of the total voting rights of the company.

Corporate Governance

Last updated 27 June 2019

Chairman’s Introduction – Tim Weller, Non-Executive Director and Chairman
The Directors of Tremor International Ltd recognize the importance of high standards of corporate governance and have adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”), in-line with AIM requirements.

The Board believes that good corporate governance reduces risks within the business, promotes confidence and trust amongst its stakeholders and is an important part of the effectiveness and efficiency of the company’s management framework. As Chairman, I take seriously the responsibility of monitoring the performance of the Board, its committees and that of the individual directors, while providing overall leadership to the Board and acting as a liaison between the Board and senior management as well as representing the interests of shareholders. This is particularly important as we continue to rapidly expand our operations and implement our strategy to maintain a leading position in the fast-changing ad-tech industry.

The QCA Code includes ten broad principles that Tremor International strives to implement in order to deliver growth to its shareholders in the medium- and long- term. How the Board complies with the principles of the QCA Code can be found in Tremor International QCA Principles Compliance. Further updates on the company’s compliance will be provided on an annual basis and in our next annual report. The QCA Code can be found on the QCA’s website: www.theqca.com.

Tremor International has an audit committee, a remuneration committee and a nomination committee with formally delegated rules and responsibilities.

Audit Committee
The Audit Committee is comprised of Christopher Stibbs (Chairman), Neil Jones and Joanna Parnell. The Audit Committee is expected to meet at least four times a year and otherwise as required. It has responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed, and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors and advising on the appointment of external auditors. In addition, under the Companies Law, the Audit Committee is required to monitor deficiencies in the administration of the Company, including by consulting with the internal auditor and independent accountants, to review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit plan and to establish and monitor whistle-blower procedures. The Audit Committee has unrestricted access to the Company’s external auditors.

Remuneration Committee
The Remuneration Committee is comprised of Neil Jones, Joanna Parnell (Chairman) and Christopher Stibbs. It is expected to meet not less than twice a year and at such other times as required. The Remuneration Committee has responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, the chairman, the executive and non-executive directors, the Company secretary and other senior executives. The Remuneration Committee also has responsibility for: (i) recommending to the Board a compensation policy for directors and executives and monitoring its implementation; (ii) approving and recommending to the Board and the Company’s shareholders, the total individual remuneration package of the chairman, each executive and non-executive director and the chief executive officer (including bonuses, incentive payments and share options or other share awards); and (iii) approving and recommending to the Board the total individual remuneration package of the Company secretary and all other senior executives (including bonuses, incentive payments and share options or other share awards), in each case within the terms of the Company’s remuneration policy and in consultation with the chairman of the Board and/or the chief executive officer. No Director or manager may be involved in any discussions as to their own remuneration.

Nomination Committee
The Nomination Committee is currently comprised of Neil Jones (Chairman), Christopher Stibbs and Joanna Parnell. It is expected to meet not less than once a year and at such other times as required. The Nomination Committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The Nomination Committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an ongoing basis.

AIM Rule 26

Last updated 27 June 2019

The information under TremorInternational.com/investors is disclosed pursuant to AIM Rule 26 which governs companies listed on the London Stock Exchange’s AIM market. Additional information can be found below.

Business Description

For information on Tremor International’s business please see Investor Story.

Corporate Governance and Board Committees
For information on Tremor International’s adoption of and compliance with the Quoted Companies Alliance Corporate Governance Code and its Board Committees please see Corporate Governance.

Takeover Regulations
Tremor International is not subject to the UK City Code on Takeovers and Mergers (the “City Code”) because its registered office and its place of central management and control are outside the UK, the Channel Islands and the Isle of Man. As a result, certain protections that are afforded to shareholders under the City Code, for example in relation to a takeover of a company or certain stakebuilding activities by shareholders, do not apply to Tremor International. However, the Company’s Articles of Association contain certain provisions in relation to major acquisitions of shares. In addition, the Company is subject to Israeli law, which regulates acquisitions of shares through tender offers and mergers and regulates other matters that may be relevant to these types of transactions. Further information is contained in paragraph 17 of Part IV of the Company’s admission document.

Israeli Law
Tremor International is incorporated under Israeli law. The rights and responsibilities of holders of Ordinary Shares are governed by the Articles and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in typical English incorporated companies.

In particular, a shareholder of an Israeli company has a duty to act in good faith towards the company and other shareholders and to refrain from abusing his power in the company, including, among other things, in voting at a general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable in shareholder votes on, among other things, amendments to a company’s Articles of Association, increases in a company’s authorised share capital, mergers and interested party transactions requiring shareholder approval. In addition, a controlling shareholder, a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote, and a shareholder that possesses the power to appoint or prevent the appointment of a director or executive officer of a company, has a general duty of fairness towards the company.

Further, the Companies Law requires Israeli public companies to have at least two Outside Directors who shall be appointed for a term of three years (which can be extended for two additional three-year terms) and can be removed from office (including by shareholder vote) only under very limited circumstances. See paragraph 19.4 of Part I of the Company’s Admission Document for further information.

Country of Incorporation and Main Country of Operation
Tremor International is incorporated under the laws of the State of Israel, and its principal offices and research and development facilities are located in Israel. Registered Office: Hashmonaim, 121, Tel Aviv 6713328, Israel.

Current Constitutional Documents
Articles of Association

Securities in Issue
The identity and percentage holding of Tremor International’s significant shareholders and the number of securities in issue can be found under Shareholder Information.

Admission Document
Access the company’s Admission Document

Advisors

Nominated Adviser and Broker
finnCap Ltd 60 New Broad Street London EC2M 1JJ

Legal Advisers as to English law
Charles Russell Speechlys LLP 5 Fleet Place London EC4M 7RD

Legal Advisers as to Israeli law
Naschitz, Brandes, Amir & Co, Advocates 5 Tuval Street Tel Aviv 6789717, Israel

Reporting Accountants and Auditors
KPMG Somekh Chaikin KPMG Millennium Tower 17 Ha’arba’a Street P.O.B. 609 Tel Aviv 61006, Israel KPMG UK 15 Canada Square Canary Wharf London E14 5GL

Financial PR
Vigo Communications Sackville House 40 Piccadilly London W1J 0DR

Registrar
Link Market Services (Guernsey) Limited Mont Crevelt House Bulwer Avenue St Sampson Guernsey GY2 4LH

Depositary
Link Market Trustees Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU

Contacts

Investor Enquiries
Email: moc.l1571372723anoit1571372723anret1571372723nirom1571372723ert@r1571372723i1571372723

Media Enquiries
Jeremy Garcia / Antonia Pollock / Charlie Neish
Vigo Communications
Tel: +44 20 7390 0230
Email: moc.s1571372723mmoco1571372723giv@r1571372723omerT1571372723

 

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