13 Feb 2019 11:46
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | Taptica International Ltd |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Taptica International Ltd |
(d) Is the discloser the offeror or the offeree? | OFFEROR |
(e) Date position held: The latest practicable date prior to the disclosure | 12 February 2019 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | NO |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Ordinary Shares | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
3(a) Shares held by Taptica directors and their concert parties
Name of Taptica Shareholder | No. of Taptica Shares | Percentage of Taptica issued share capital |
Eitan Epstein and Shirley Dahan Trust on Behalf of MTD PTE Ltd.* | 9,501,259 | 13.85 |
Yaniv Carmi (Finance Director) | 110,000 | 0.16 |
Tim Weller (Chairman) | 94,630 | 0.14 |
Ronni Zehavi (NED) | 36,376 | 0.05 |
Neil Jones (NED) | 5,000 | 0.01 |
Total | 9,747,265 | 14.21 |
* Held in trust behalf of Mr Hagai Tal (President)
3(b) Rights to subscribe to Taptica shares held by Taptica directors and their concert parties
Name of Taptica Shareholder | No. of Options over Taptica Shares | No. of Taptica Restricted Stock Units | Total |
Hagai Tal (Previous CEO) | 110,667 | 0 | 110,667 |
Yaniv Carmi (Finance Director) | 250,000 | 0 | 250,000 |
Ofer Druker (Executive Chairman, Tremor Video DSP) | 1,200,000 | 400,000 | 1,600,000 |
Total | 1,560,667 | 400,000 | 1,960,667 |
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 13 February 2019 |
| Contact name: | Sharon Reisner |
| Telephone number: | +972 54 2262669 |