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Tel Aviv actually opened up, they are being dragged down by a big seller at 2p on LSE.

The alternatives are described in the RNS:
1. Selling Team Internet to a 3rd party. (It is interesting that Rainmaker is collaborating with this - does this mean that they are releasing Matomy from their requirement to purchase the last 10%?)
2. The bondholders negotiating the purchase directly with Rainmaker. The RNS doesn't say how this would go, and I have no idea either.

Not sure what justification there is for the special bonuses...

Notice is hereby given that the Extraordinary General Meeting of the Company’s shareholders will
be held at 08:00 (London time) / 10:00 (Tel Aviv time) on Thursday, August 29, 2019 at the
Company’s Registered Office, for the following purposes:
(1) To approve the Company's Amended Remuneration Policy.
(2) To approve the terms of employment of Mr. Sami Totah, who currently serves as chairman
of the board of directors and as interim CEO.
(3) To approve the Company's engagements in D&O insurance Policy.
Special Bonuses to former senior executives for the sale of the Company's activities
(4) To approve a special bonus to Mr. Ido Barash who served as the vice president of strategic
development and general counsel of the Company.
(5) To approve a special bonus to Mrs. Keren Farage who served as the Company CFO.
(6) To approve a special bonus to Mr. Gil Klein who served as the managing director of Mobfox and a C-level executive at Matomy Media Group.

Last year's half year results was on 4th of September, not on the 5th of July. The period ended on June 30th so I would expect there to be two to three months before the results are announced.

Thanks for the info, Tricky_Dicky. Thankfully, (or not) I've never been burdened with the tax responsibilities that come with owning RSUs. My point is that if Ofer thought the shares were a bargain he would have held onto them and paid the tax in cash instead. However, if the process really is "automatic" (which can mean many things), then he may not have had a say.

It still concerns me that the financial incentives laid out for Druker seem so at odds with the interests of shareholders. It doesn't make sense that he profits whilst shareholders suffer.

Either:

- Rainmaker buys Team Internet for $36m. This could happen within weeks, and shareholders will do well out of it.
- Rainmaker offers less than $36m for Team Internet. Matomy can just say no to this but pressure from bondholders might force them to say yes. I think shareholders will do well so long as the offer is somewhere above $23m.
- Rainmaker doesn't buy Team Internet. In the long term this may be the best scenario, but in the short term this means all earnings must be used to pay off the bondholders whilst the shareholders wait for their dividends.

These are the only scenarios I think are likely, but we can only wait to see which one will happen. It is worth throwing into the mix the fact that the income from Team Internet may go up or down as well.

Directors never say they are selling shares because the shares are overvalued, they always give some other excuse, and Ofer gave an excuse this time too. US tax law doesn't require shares to be sold, just that the tax is paid.

The astonishing part is that the share options were awarded in April and are somehow not only exercisable already, but are apparently exercisable at 40% less than the share price was in April.

How prescient, wongtogo - there's an RNS over on the Tel Aviv stock exchange. The bondholders want a repayment of $4.5m within 54 days, and if that isn't paid they want full repayment. Clearly, they don't want Matomy to pay for the last 10% of Team Internet, and are gambling that Rainmaker will follow through on their offer of $36m. Obviously, Matomy can afford the repayment of $4.5m but it would reduce their options somewhat.

wongtogo, see the RNS from last Thursday. If Matomy can't afford the last 10% then the only option for Rainmaker is to buy back their shares at a 40% discount:

"The agreement with Rainmaker also provides that in the event that it can be demonstrated that the failure by the Company, through its UK and German subsidiaries, to make the payment is due to lack of funds despite any and all necessary efforts of the Company to obtain such funds (including by taking loans and selling assets), then the sole remedy available to Rainmaker is the exercise of the repurchase option."

Matomy are contractually obligated to either buy the final 10% of Team Internet or offer to sell the remaining 90% back to Team Internet at a 40% discount (i.e. $36m). If Team Internet don't want to buy the 90% back then Matomy could continue just owning 90%.

Selling to Team Internet may undervalue the business, but at least the bondholders would stop being an issue.

"A full launch of the Group's new website and marketing materials will happen in due course, at which point a further announcement will be made." The announcement will be that the new website is available. That's it.

Rainmaker is just the management of Team Internet, so I find it deeply suspicious that a company that wants to buy itself issued a vague warning about a possible profit warning. Their alexa ranking suggests that their traffic is much higher than this time last year, and the RNS even says they don't know if there will be a negative impact. I think Rainmaker are just angling for a cheaper price, but for what purpose? Matomy are not obligated to accept a lower price. They are only obligated to accept $36 million (very cheap) because they didn't pay for the final 10%. I find some solace in the fact that Matomy called a meeting with the bondholders for tomorrow to suggest alternative options, hopefully meaning that they aren't planning to accept any derisory offer.

"If they don't sell to rainmaker win win?if they sell then one has to look at the income from this year to be added to the value"

wongtogo, I think this is correct. If Rainmaker don't want to pay then Matomy don't need to pay either. If Rainmaker do buy then surely they can't keep all the income from this year after so many delays.

An encouraging factor is that the directors at Matomy are mainly from the major shareholders: the CEO Sami Totah is from Viola Growth, Amir Efrati is from Brosh Capital, Stephane Estryn is from Publicis, so I am pretty confident they are not in cahoots with Rainmaker. Being well motivated doesn't necessarily make them competent though.

The news is that the news is delayed to the 30th of June.

Agreed tonynorstrom1. The current rate of cash burn suggests another rights issue might be imminent. They may achieve profitability in the future, but dilution is a real prospect in the short term.

The company, TDD, was started by Jonathan Fairman, cofounder of Ocado. Curious.

From BBC:

"Waitrose & Partners has signed an agreement with Today Development Partners (TDP) to help treble the size of its online operations over the next three years.

Waitrose & Partners wants to turn its current online grocery service into a £1bn business by 2022. To do this, it is working with TDP to develop three state-of-the-art automated customer fulfilment centres, one of which will be based in North London."

Slightly surprising given that they previously had state of the art automated customer fulfilment centres at their disposal.

By the way, to calculate the bond interest, the interest rate is 6%, half is repayable in December 2020 and half in December 2021. So for the principal of $28m, ($14m*1.06*1.06)+($14m*1.06*1.06*1.06)-$28m = interest of $4.4m.

So even if Matomy had to pay interest, which I don't think they will, there would still be a $3.6m surplus from the sale to Team Internet.

Ironic, you are quite right. However most of the text in the annual report is copied from the 2018 financial report from the 1st of April. This was released before the RNS of the 8th of April which clarified that the bondholders would not be be paid interest, so I think it is just a mistake. If you look at what the bondholders actually voted for, (which is available on TASE), you can see that they voted for repayment without interest. I agree that the annual report is a source of confusion though.

Ironic, thanks for checking my assumptions. I think your assertions are incorrect though.

1) See the RNS on the 8th of April, "Letter to the Bond Trustee", which confirms that the bonds will be repaid at par value, so only NIS 101 million ($28 million).
2) The revolving credit line belongs to Team Internet and will stay with them post sale. The term loans that Matomy had were paid off in Q1. The liabilities of $1.8 million include paying interest on the bonds, which won't be required if Team Internet is sold.
3) I don't think a holding company has many bills to pay! In fact it is the opposite: in the annual report from the 30th they say they have recieved a further $250k from the sale of myDSP and a further $500k from the sale of Mobfox, so the cash balance is higher than previously reported.