Tremor International Ltd. Launches Initial Public Offering on Nasdaq

TEL AVIV, ISRAEL, June 14, 2021 – Tremor International Ltd. (“Tremor”) announced today that it has commenced an initial public offering on the Nasdaq Global Market of 6,768,953 American Depositary Shares (“ADSs”), representing an aggregate of 13,537,906 ordinary shares. Each ADS represents two ordinary shares of Tremor. The last closing price of Tremor’s ordinary shares on the AIM market of the London Stock Exchange was £7.86 on June 11, 2021. The ADSs are being offered in a registered public offering in the United States (the “Offering”). All ADSs to be sold in the Offering will be sold by Tremor.

The underwriters of the offering will also have a 30-day option to purchase up to an additional 1,015,342 ADSs from Tremor at the initial public offering price. Tremor has applied to list its ADSs on the Nasdaq Global Market under the ticker symbol “TRMR.” Tremor’s ordinary shares are currently admitted to trading on the AIM market of the London Stock Exchange under the ticker symbol “TRMR”.

RBC Capital Markets and Stifel are acting as lead book-running managers for the Offering. JMP Securities, Needham & Company and Raymond James are acting as co-managers for the Offering.

The Offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to the Offering may be obtained, when available, from the offices of RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate, or by telephone at +1 877-822-4089, or by e-mail at equityprospectus@rbccm.com; or from Stifel, Nicolaus & Company, Incorporated, Attention: Prospectus Department, One Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone at +1 (415) 364-2720 or by email at syndprospectus@stifel.com.

A registration statement on Form F-1 relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward Looking Statements

This press release contains forward-looking statements. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding Tremor’s plans to conduct the Offering.

These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors that may cause Tremor’s actual results, performance or achievements to be materially different from its expectations expressed or implied by the forward-looking statements, including, but not limited to, the following: Tremor may determine not to conduct a registered initial public offering in the time frame that it currently expects or at all, due to a number of potential important factors, including conditions in the U.S. capital markets, negative global economic conditions, potential negative developments in the COVID-19 pandemic, other negative developments in Tremor’s business or unfavorable legislative or regulatory developments.

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Tremor may elect to update such forward-looking statements at some point in the future, Tremor disclaims any obligation to do so, even if subsequent events cause its views to change. These forward-looking statements should not be relied upon as representing Tremor’s views as of any date subsequent to the date of this press release.

For readers in the European Economic Area and the United Kingdom

There will be no public offer of the ADSs to the public in the European Economic Area or the United Kingdom.

This communication, in so far as it constitutes an invitation or inducement to enter into investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 as amended (“FSMA“) in connection with the securities which are the subject of the offering described in this press release or otherwise, is only being  directed at: (a) in the European Economic Area (the “EEA“), persons who are qualified investors within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation“) (“Qualified Investors“); and (b) in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, who are (i) persons who fall within the definition of “Investment Professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) persons who fall within Article 49(2)(a) to (d) (“High net worth companies, unincorporated associations etc.”) of the Order; or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (b) and (c) above together being referred to as “Relevant Persons“).

The ADSs offered in the Offering are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with, in the EEA, Qualified Investors, and the United Kingdom, Relevant Persons. Any person who, in the EEA, is not a Qualified Investor or the United Kingdom, is not a Relevant Person should not act or rely on this document or any of its contents. This communication does not contain an offer or constitute any part of an offer to the public within the meaning of sections 85 and 102B of FSMA or otherwise.

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