Nexxen International - $50 Million Ordinary Share Repurchase Program
15/03/2024 07:00
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RNS Number : 9651G Nexxen International Ltd 15 March 2024
15 March 2024
Nexxen International Ltd
("Nexxen" or the "Company")
Nexxen Seeking Authorization for New $50 Million Ordinary Share Repurchase
Program
Nexxen International Ltd. (AIM/NASDAQ: NEXN) ("Nexxen" or the "Company"), a
global, unified advertising technology platform with deep expertise in video
and Connected TV ("CTV"), announced today that the Company is seeking
authorization to repurchase up to an additional $50 million of its Ordinary
Shares from time to time.
As an Israeli company, Nexxen is required to comply with newly-adopted Israeli
regulations that require the Company to await the expiration of a creditor
objection period before the new Ordinary share repurchase program can become
effective. The newly-adopted Israeli regulations replace the mandatory Israeli
court approval that was in effect prior to the new regulations, resulting in a
shorter authorization process. In addition, the commencement of the Ordinary
Share repurchase program is subject to receipt of the consent of the Company's
bank lenders.
Following the expiration of the creditor objection period, and assuming no
objections and the receipt of the consent, the authorization will provide
Nexxen with the right to repurchase its Ordinary shares, but does not require
the Company to acquire any, or a specific number of, Ordinary shares.
· The Ordinary Shares will be repurchased on the AIM Market and the
repurchase program will be financed through existing cash reserves.
· Subject to no Company creditor objecting to the share repurchase program
within the timeframe prescribed by Israeli law and the receipt of the consent
from the Company's bank lenders, the repurchase program will begin on 1 May
2024 and will continue until the earlier of 1 November 2024, or until it has
been completed.
· The repurchase program will be independently managed by Cavendish
Capital Markets Limited, the Company's AIM broker, which will make trading
decisions independently and without the influence of the Company.
· The maximum price paid per Ordinary Share is to be no more than 105%
of the average middle market closing price of an Ordinary Share on AIM for the
five business days preceding the date of purchase.
· Share repurchases will be made in accordance with applicable
securities laws and regulations, and any Ordinary Shares acquired as a result
of the repurchase program will be announced to the market without delay.
· Any Ordinary Shares acquired as a result of the repurchase program
will be reclassified as dormant shares under the Israeli Companies Law
(without any rights attached thereon) and will be held in treasury.
· The share repurchase program does not obligate Nexxen to repurchase
any particular amount of Ordinary Shares and the program may be suspended,
modified, or discontinued at any time at the Company's discretion (if not in a
close period), subject to applicable law.
· Due to the limited liquidity in the issued Ordinary Shares, any
repurchase of Ordinary Shares on any trading day may represent a significant
proportion of the daily trading volume in the Ordinary Shares on AIM and may
exceed 25% of the average daily trading volume, being the limit laid down in
Article 5(1) of Regulation (EU) No 596/2014 and, accordingly, the Company will
not benefit from the exemption contained in this Article.
The Company will provide an update on, or prior to, 1 May 2024 if the
commencement of the Ordinary share repurchase program is postponed due to
Company creditor objections or the Company bank lenders not providing consent.
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)
KCSA (U.S. Investor Relations)
David Hanover, Investor Relations
nexxenir@kcsa.com (mailto:nexxenir@kcsa.com)
Vigo Consulting (U.K. Financial PR & Investor Relations)
Jeremy Garcia / Peter Jacob / Aisling Fitzgerald
Tel: +44 20 7390 0230 or nexxen@vigoconsulting.com
(mailto:nexxen@vigoconsulting.com)
Cavendish Capital Markets Limited
Jonny Franklin-Adams / Charlie Beeson / George Dollemore (Corporate Finance)
Tim Redfern / Harriet Ward (ECM)
Tel: +44 20 7220 0500
About Nexxen
Nexxen empowers advertisers, agencies, publishers and broadcasters around the
world to utilize video and Connected TV in the ways that are most meaningful
to them. Comprised of a demand-side platform (DSP), supply-side platform
(SSP), ad server and data management platform (DMP), Nexxen delivers a
flexible and unified technology stack with advanced and exclusive data at its
core. Our robust capabilities span discovery, planning, activation,
measurement and optimization - available individually or in combination - all
designed to enable our partners to reach their goals, no matter how
far-reaching or hyper niche they may be. For more information, visit
www.nexxen.com (http://www.nexxen.com)
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).
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 and its
affiliates identify 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 but not limited to Nexxen's
ability to implement a share repurchase program and the timing of the
implementation. 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. 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 Nexxen's most
recent Annual Report on Form 20-F, which was filed with the U.S. Securities
and Exchange Commission (www.sec.gov) on March 6, 2024. Any forward-looking
statements made by us in this press release speak only as of the date of this
press release, and we do 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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