Form 8 (OPD) - Taptica International Ltd

RNS Number : 9164P

Taptica International Ltd

13 February 2019

 

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:	[phone]

 

END

 

 

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