Matomy Media Group Ltd.

10/13/2020 | Press release | Distributed by Public on 10/13/2020 09:28

Transfer of holdings to Tel Aviv Stock Exchange

FOR IMMEDIATE RELEASE
October 13, 2020

Matomy Media Group Ltd.

Further to the announcement on September 22, 2020 of the upcoming extraordinary general meeting of the shareholders (the 'Meeting') of Matomy Media Group Ltd. (the 'Company') originally convened for Tuesday, October 13, 2020 (since adjourned to October 20, 2020) to consider approving the cancellation of the admission of the Company's ordinary shares ('Ordinary Shares') for trading on the High Growth Segment ('HGS') of the London Stock Exchange's ('LSE') main market such that following the cancellation the Company's shares will remain solely listed on the Tel Aviv Stock Exchange ('TASE'), the Company informs its shareholders that, if approved at the Meeting, the Company intends to request that admission of its shares to trading on the HGS be cancelled, effective on 23 November 2020 (the 'Termination Date').

In addition, the Company announces that, conditional on the approval of the resolution at the Meeting, the Depository Agreement between the Company and Link Market Services Trustees Limited (originally with Capita IRG Trustees Limited), dated July 8, 2014 (the 'Depository Agreement') and the deed poll dated July 8, 2014 in favor of depository interest holders (the 'Deed Poll') will be terminated with effect from the Termination Date. As a consequence of termination of the Depository Agreement and the Deed Poll, shareholders will no longer be able to hold Matomy's ordinary shares in the form of depository receipts ('Depository Interests') through CREST.

Under Israeli law and TASE rules, the Company, once listed only on TASE,is not able to provide share certificates nor maintain a share register outside Israel. Therefore in order for shareholders holding Matomy Depository Interests to transfer those Depository Interests, such holders are strongly encouraged to transfer their holdings to a bank or broker who is or has an Israeli affiliate or correspondent broker, in either case which is a member of the TASE or can make arrangements with an Israeli nominee for such a member, no later than five business days (in London or Tel Aviv) before the Termination Date (i.e., no later than 5:30 p.m. (UK time) on 13 November 2020),following which share certificates will be issued to holders that have failed to make these arrangements.

If such arrangements are not made as described above, following termination of the Depository Agreement and the Deed Poll, holders of Depository Interests will not be able to trade their underlying shares until such holders transfer their holdings in the manners specified above.

In order to vote or receive dividends such holders, who failed to make these arrangements, will need to provide the Company with a: (i) certificate of ownership which complies with the Israel Companies Regulations (Proof of Ownership of Shares for Voting at General Meeting), 5760-2000 or share certificate as proof of ownership of the shares on the record date of each applicable event, and (ii) a copy of their identity card, passport or certification of incorporation, as the case may be.

Accordingly, holders of Matomy Depository Interests are stronglyencouraged to take advice and action about the matters described in this announcement as soon as practicable and in any event before five business days (in London and Tel Aviv) before the Termination Date (i.e., before 5:30 p.m. (UK time) on 13 November 2020).

Continued listing on TASE

Matomy will continue to be subject to the rules and regulations of the Israeli Securities Law, 5728-1968, and all other laws, rules and regulations applicable to a company with a listing of shares on the TASE.

Reasons for the cancellation

The board of directors (the 'Board') approved the cancellation (subject to shareholder approval) for these reasons:

· Only a small amount of trading in the Ordinary Shares has been conducted on the LSE; taking into account these low trading volumes and the ongoing regulatory compliance and administrative costs the Company incurs annually as a result of its listing on the LSE, the Board considers that there is no significant benefit to the Company in maintaining the listing;

· The Company does not believe that the cancellation will adversely affect its shareholders, since the Ordinary Shares will continue to be listed on the TASE; and

· As the Company has its primary listing and main trading platform on the TASE, the continued listing on the LSE would not afford the Company a significant advantage in terms of liquidity or additional sources of funding, compared to the ongoing costs of maintaining the listing.

Contact

For further information, please contact:

Mr. Ilan Tamir - Interim CEO, Matomy Media Group Ltd.

+972-52-515-6464 [email protected]

Website: http://investors.matomy.com