MTMY.L Regulatory News (MTMY)

FOR IMMEDIATE RELEASE7 February 2018

Matomy Media Group Ltd.

Completion of Bond Issuance and Update on Total Voting Rights

1. Completion of Bond Issuance

In furtherance to the announcement made on 2 February 2018 (the "Institutional Tender Announcement"), Matomy Media Group Ltd. (the "Company") has successfully completed its convertible bond issuance on the Tel-Aviv Stock Exchange.

Key Details of the Convertible Bond:

· A total gross consideration of103  million NIS (approx. $30 million) was raised through the issuance of 101,000 units of convertible bonds, which bear a coupon of 5.5 percent per annum (the "Convertible Bond(s)").

· Each unit of Convertible Bonds is composed of 1,000 Convertible Bonds and issued at 1,000 NIS par value each.

· The final price per unit of Convertible Bond was 1,020 NIS.

· As previously announced, the proceeds from the issuance will be mainly used to acquire an additional 10% of Team Internet, a global market leader in Domain Monetization, raising Matomy's holding to 90%. Matomy expects to acquire the final 10% of Team Internet in November 2018.

Matomy CEO, Liam Galin commented: "The strong demand demonstrates the confidence of investors in Matomy's potential and strategic focus. I would like to thank the underwriters who led the successful offering. Of course, I also thank the Matomy team who work effectively, with creativity and enthusiasm, to ensure the continued growth and success of the Company."

The table below details the full participation of the Company's shareholders, who are considered related parties for the purposes of the High Growth Segment Rules for Companies because they are either directors of the Company or substantial shareholders, based on the final price per unit of Convertible Bond and reflects the consideration actually paid by such shareholder.

As indicated in the Institutional Tender Announcement, and in light of the fact that the bond pricing was determined through an auction process as aforesaid, the Board considers that the terms of the related party transactions are fair and reasonable insofar as the Company's shareholders are concerned.

2. Update on Total Voting Rights

In line with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Company announces that as of 31 January 2018, the Company's total issued voting share capital is 97,603,773 ordinary shares. The above figure of 97,603,773 ordinary shares with voting rights may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure and Transparency Rules or the Company's articles of association.

About Matomy Media Group Ltd.

Matomy Media Group Ltd. (LSE: MTMY, TASE: MTMY.TA) Matomy is a global media company with a portfolio of superior data-driven platforms for mobile, video, domain and email advertising. By providing customized performance and programmatic solutions supported by internal media capabilities, data analytics, and optimization technology, Matomy empowers advertising and media partners to meet their evolving growth-driven goals. Founded in 2007 with headquarters in Tel Aviv and 11 offices around the world, Matomy is dual-listed on the Londonand Tel Aviv Stock Exchanges.

For more information:Website: http://investors.matomy.com/LinkedIn: www.linkedin.com/company/matomy-media-group

Twitter: @MatomyGroup

Facebook: www.facebook.com/MatomyMediaGroupEnquiries:

Matomy Media GroupPamela Becker, VP Global Marketingpamela.b@matomy.com+972-74-7161971

Press Contact Information: 

Justine Rosin 

justine@headline-media.com 

UK: 0203-769-5656 | USA: 917-724-2176 

Investor Relations:

Daniel Polad

danielp@pr-ir.co.il

+972-505560216

Legal Disclaimers

The Convertible Bonds, may be offered and sold only in Israel pursuant to the issuance prospectus. This announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for the Convertible Bonds in Israel, or any other jurisdiction.

No offering of the Convertible Bonds referred to in this announcement will be made in the United States, the European Economic Area, Australia, Canada, South Africa or Japan or any other state or jurisdiction in which publication, release or distribution would be unlawful, restricted or unauthorised or elsewhere outside Israel.

The Convertible Bonds have not been and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States or elsewhere other than in Israel, nor have any of the foregoing authorities passed upon or endorsed the merits of the Convertible Bonds or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.