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AIM Rule 26

The following information is being disclosed pursuant to AIM Rule 26

Business Description

Taptica International Ltd (AIM: TAP) offers data-focused marketing solutions that drive execution and powerful brand insight in mobile, leveraging video, native, and display to reach the most valuable users for every app, service, and brand. Our proprietary technology is based on artificial intelligence and machine learning at big data scale, which enable data-driven mobile targeting and user acquisition, resulting in maximum ROI. We work with more than 450 advertisers including Amazon, Disney, Facebook, Twitter, OpenTable, Expedia, and Zynga, and more than 50,000 supply and publishing partners worldwide.

Taptica was incorporated (as ‘Marimedia Ltd’) in Israel in 2007 and adopted the name Taptica International Ltd in 2015. It is headquartered in Tel Aviv, Israel and its operations are global in nature, with significant revenues received from 40 countries. The business currently has approximately 100 employees.

Corporate Governance

The Company complies with the corporate governance provisions of the Israeli Companies Law.

The Board acknowledges the importance of high standards of corporate governance. The Corporate Governance Code, published by the Quoted Companies Alliance in May 2013, sets out a minimum best practice standard for small and mid-size quoted companies, particularly AIM companies.

The Board complies with the requirements of the Code to the extent that it considers it appropriate and having regard to the Company’s size, board structure, stage of development and resources. Pursuant to the Company’s Articles of Association, the Board consists of seven directors, four of whom are non-executive directors.

The Board meets at least six times a year to review, formulate and approve the Company’s strategy, budget, corporate actions and major items of capital expenditure. The Board has established an audit committee, a remuneration committee and a nomination committee, with formally delegated duties and responsibilities and each with written terms of reference.

Board Committees

Audit Committee
The Audit Committee is comprised of Neil Jones, Joanna Parnell and Ronni Zehavi and chaired by Neil Jones. 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 and Ronni Zehavi and chaired by Joanna Parnell. 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 comprised of Neil Jones, Joanna Parnell and René Rechtman and chaired by Ronni Zehavi. 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 monitor the performance and suitability of the current Board on an on-going basis.

Takeover Regulations

Taptica 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 of the 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 Marimedia. 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

Taptica 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 toward 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 toward 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

Taptica 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

Number of Securities in Issue

Taptica International Ltd (formerly ‘Marimedia 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. The total issued and outstanding number of shares is 62,261,526. The total number of shares not in public hands is 45,563,411 representing 73.2% of the total issued share capital. There are no restrictions on the transfer of the company’s shares.

Major Shareholders

The total issued and outstanding number of shares is 62,261,526. The following hold 3% or more of the ordinary share capital of Taptica:

ShareholderNumber of Ordinary SharesPercentage of Issued Ordinary Share Capital
Eitan Epstein and Shirley Dahan Trust on Behalf of MTD PTE Ltd.* 10,553,12516.9
Schroder Investment Management 9,254,91814.9
Eitan Epstein and Shirley Dahan Trust on Behalf of Smart and Simple Ltd.** 6,517,62510.5
River & Mercantile Asset Management 4,500,0007.2
Lazarus Management Company LLC 3,974,7506.4
Legal & General 2,813,8494.5
Investec Asset Management 2,551,6194.1
Slater Investments Ltd. 2,215,0003.6

Last update: 1 November, 2017
*The shares are held in trust on behalf of Mr Hagai Tal (Chief Executive Officer and Director). Mr Tal, through his direct and indirect holdings, is the beneficial owner of 11,025,509 ordinary shares representing 17.7% of the issued share capital of the Company.
**The shares are held in trust on behalf of Mr Ehud Levy. Mr Levy, through his direct and indirect holdings, is the beneficial owner of 6,990,009 ordinary shares representing 11.2% of the issued share capital of the Company.

Company Announcements

Advisers

 

Nominated Adviser and Joint Broker

finnCap Ltd
60 New Broad Street
London EC2M 1JJ

Joint Broker
Berenberg
60 Threadneedle Street
London EC2R 8HP


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

Luther Pendragon
48 Gracechurch Street
London EC3V 0EJ

 

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