9 Jul 2014 14:24
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, ISRAEL OR AUSTRALIA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
This announcement is an advertisement and not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, Israel or Japan. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire any securities pursuant to the proposed Offer will be made, and any investor should make his investment decision solely on the basis of the information that is contained in the prospectus (the "Prospectus") published by Matomy Media Group Ltd. ("Matomy" or the "Company") in connection with the admission of its ordinary shares ("Ordinary Shares") to trading on the High Growth Segment of the London Stock Exchange plc's (the "London Stock Exchange") main market ( "Admission"). Copies of the Prospectus will shortly be available from http://www.matomy.com, subject to applicable securities laws, and Matomy's registered office.
For Immediate Release
9 July 2014
Matomy Media Group Ltd.
Publication of Prospectus
Further to the pricing announcement Matomy Media Group Ltd. ("Matomy") published on 8 July 2014 in connection with its initial public offering ("IPO"), Matomy confirms that the UK Listing Authority has approved its prospectus dated 9 July 2014 (the "Prospectus").
The Prospectus relates to the admission of the Ordinary Shares to trading on the High Growth Segment of the London Stock Exchange's main market.
Further details of Matomy's IPO are set out in the Prospectus, which will shortly be available on Matomy's website (http://www.matomy.com), and at its registered office at 6 Hanechoshet Street, Tel Aviv 6971070, Israel.
A copy of the Prospectus has also been submitted to the National Storage Mechanism, and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
IMPORTANT NOTICE
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, Ordinary Shares to any person in the United States, Australia, Canada, Japan, Israel or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority or under the laws of any state or jurisdiction of the United States. Accordingly, the Ordinary Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from the United States except pursuant to a registration statement that has been declared effective under the Securities Act or in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
The offer and sale of Ordinary Shares referred to herein has not been and will not be under the applicable securities laws of Australia, Canada, Israel or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, Japan, Israel or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Israel or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, Israel or Japan or elsewhere.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area other than the United Kingdom who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive. In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, qualified investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (ii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with such persons. This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not qualified investors.
Canaccord Genuity Limited, which is authorised and regulated by the Financial Conduct Authority, and Leumi are acting exclusively for the Company and no-one else in connection with the Offer. They will not regard any other person as their respective clients in relation to the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.