Matomy Media Share Discussion Threads

[wolfcub] 27/12/2018 14:32

Shake over !

[wolfcub] 27/12/2018 14:02

An interesting one this, have added a few more, as hopeful meeting will go shareholders way :)

[jayrh] 27/12/2018 13:14

How much are they in discussion for ?

[babbler] 27/12/2018 12:51

Yes mate. With the 'money people' ...

[jayrh] 27/12/2018 12:51

There is a meeting today?

[babbler] 27/12/2018 12:35

Define the time line for why the drop? From today's high or overall high?

[jayrh] 27/12/2018 12:32

Bad news? Why the drop

[babbler] 27/12/2018 11:52

Low freefloat... Always happens in that kind of share... Nervy time waiting for outcome of meeting now... But if good then boom...

[bckttsim] 27/12/2018 11:51

What's going on with the price, up and down like a yoyo.Probably dropping for some MM's mates so they can close their shorts ....

[babbler] 27/12/2018 10:56

Guess the market liked the presentation...

[klievas] 24/12/2018 13:09

Rns after close

[papillon] 20/12/2018 21:43

That long term chart in the header is impressive, but unfortunately for the wrong reason! Makes a mockery of the name of this thread in the header.

[pre] 20/12/2018 20:34

after close rns x2...Legal involved and Matomy to pay the legal bill...explains the drop

[klievas] 20/12/2018 17:14

One more

December 20, 2018



Request by the Trustee of the Bondholders to appoint a Financial Expert



Matomy Media Group Ltd. (LSE:MTMY, TASE:MTMY.TA) (the "Company") announces that the trustee of the bondholders (the "Trustee") filed on December 19, 2018, an application to the District Court in Tel-Aviv for the appointment of Mr Omer Servinsky, as a court appointed financial expert in connection with the discussions between the Company and the representatives of the bondholders (the "Application").



The Application states that such appointment (including the requirement that the Company will bear the costs of the financial expert) is made in accordance with sections 350(18)(c) and 350(22)(b) of the Companies Law 5759-1999 and the regulations promulgated pursuant thereto. The Application further notes that it is the Company's position that under these current circumstances there is no need for appointing such a financial expert.



The Court ruled that the Company should submit its response within 7 days

[babbler] 20/12/2018 13:38

Seems important. Needs rns here?

[zappas] 20/12/2018 13:37

.....Sanity Clause?

[babbler] 20/12/2018 13:36

It is clarified that the decision, inter alia, means that each of the holders who voted for or againstThe decision (as the case may be in the circumstances under which a commitment to indemnification will be exercised as stated above) has been committed, as follows:A. To pay its relative share in financing the activity and indemnification; AndB. Indemnify those entitled to indemnification, according to its relative share, in respect of any payment to be made to any of themOr expenses incurred by those entitled to indemnification in connection with their activity, and in respect of the subject matter ofThe decision."Proportionate share" means the proportionate part of the Debentures owned by each Holder for which he has votedIn favor of the decision or against the decision), as the case may be, in the circumstances under which a commitment to indemnification will be exercised(And / or who is obligated to participate in payment under any law) including by virtue of Subsection (c) (ii) below,Of the total par value of all debentures of the debenture holders who voted in favorThe decision or against the decision (as the case may be in the circumstances under which a commitment to indemnification will be exercised as stated above)Plus the holdings of any holder who is obligated to participate in payment under any law (including by virtue of section(C) (ii) below) It is hereby clarified that the calculation of the relative part shall be made according to the par value of the debenturesHeld by the Holders on the Record Date of the Meeting, and shall remain fixed even if after the date of the MeetingThere will be a change in the par value of the debentures held by such holders.third. The financing and indemnification undertaking as stated is subject to the following conditions:(i) Where possible, the financing and indemnity undertaking shall be financed by offsettingOf the interest and / or principal payments to be paid to all holders of the series.(ii) The undertaking to indemnify does not derogate from the obligations of institutional investors who voted againstThe aforementioned decision) and for this purpose - institutional holders as defined in the Securities Regulations(The manner of allocating securities to the public), 5767-2007), which apply to them (as applicable)According to the instructions of the Ministry of Finance, as they will be from time to time, regarding their obligation to bearIn financing the expenses of the activities of the Trustee, the Representation and the aforementioned experts.(iii) this indemnification undertaking does not derogate from the Company's obligation to indemnify the TrusteeIn accordance with the trust deed as long as such obligation exists.(iv) Expenses under this Appendix shall be expenses approved by the Representation and in the absence of representationBy the Trustee, and insofar as the expenses incurred by the Trustee are concerned, they shall be approved by meThe Trustee.(v) The indemnification in respect of a payment that will be imposed on any of the persons entitled to indemnification pursuant to the resolution shall beA payment that will be imposed according to a final judgment (for which no delay has been given) and the indemnificationWill not apply in cases where the court will determine in a final judgment that the trustee and / orThe representatives and / or the consultants acted in a manner that is not exempt from liability under law.(vi) The condition under paragraph (ii) above shall also not derogate from the duty of a holder to the extent that it applies according to a deedLoyalty and justice.(vii) Nothing in this Appendix shall derogate from the Trustee's right to appeal to all Debenture HoldersPlease bear the funding of the activity and the indemnity.

[babbler] 20/12/2018 13:33

The voteAppendix A - Indemnity and Financing for the Trustee's ActivitiesThe Holders hereby release the Trustee from responsibility for the actions performed by him in accordance with the decisionWhich shall be received by the Meeting and undertake to indemnify the Trustee and any officer thereof, its employees,Its shareholders, an agent or an expert appointed by the Trustee or by the debenture holders("Those entitled to indemnification"):(A) In respect of a monetary charge pursuant to a judgment (for which no delay has been given) or pursuant to a compromise that has ended) And to the extent that the compromise relates to the Company, the Company's consent to the compromise (the cause of which is related to the actions)Which were carried out by the persons entitled to indemnification or which they must perform by virtue of the decision in section 1.1 above (hereinafter:("The decision");(B) in respect of the remuneration of those entitled to indemnification and reasonable expenses incurred and / or due to be incurred during the performanceDecision or in connection with such actions, which in their opinion were necessary for the implementation of the above and / or in connection with the use thereofThe powers and authorizations granted by the decision, as well as with regard to all kinds of legal proceedings, farmsOpinions of attorneys and other experts, negotiations, discussions, expenses, claims and demands regardingAnd / or anything that was and / or was not done in any way in relation to the Company)(Hereinafter referred to as "the indemnity undertaking") -All subject to the conditions in section c below and provided that:? First priority - financing the expenses and fees of the Trustee, the Representation and the experts, as well as financingThe undertaking to indemnify ("financing the activity and indemnification") shall be made by the Company as it agrees to do so.? A second priority - in the event that the Company does not agree to bear the financing of the activity and the indemnity and / or notWill bear the financing of the activity and the actual indemnification, the financing will be from the interest payment funds and / orThe fund that the Company must pay to the debenture holders after the date of the meeting;In such a case, the Trustee will be authorized to determine the amount to be deducted from such paymentsAnd will be deposited with the trustee as a cushion for the financing of the activity and the indemnification ("deposit amount")May resume and act to create such additional cushion, from time to time, in an amount to be determined by them.? Third priority - in the opinion of the trustee, will not be in the amounts deposited in the pillow to coverThe Trustee will deposit the amount to be determined by the Trustee in the Trustee's handsTo cover the balance of the amount of financing of the said activity and indemnification.In light of the aforesaid, any holder who will vote in favor of the resolution or against the decision (as the case may be)Under circumstances under which a commitment to indemnification will be exercised as stated above) undertakes to deposit a sum in the Trustee's handsWhich shall not be less than its relative share (as defined below) out of the amount of the deposit as determined byBy the trustee. After coverage of financing the said activity and indemnification), which includes payment for wagesAnd the Trustee's expenses pursuant to the provisions of the Trust Deed and the payment of all the expenses of the Trustee and / or the RepresentationIn the employment of the experts and indemnification as aforementioned), all the following sums that will be collected from the Company,Whether by arrangement or procedure, or otherwise, for repayment to the debenture holdersWho took part in the financing of the activity, and this is a priority for any refund to all the holders.

[babbler] 20/12/2018 13:31

The holder whose particulars are listed above points to the issue raised for voting as follows:1.1 Delaying the date of summoning a meeting on whose agenda the debentures are to be paid immediately [the required majority]For the purpose of adopting this resolution, a simple majority of the total number of votes participating in the vote,Postponement of the dates set forth in the meeting of debenture holders dated August 15, 2018 (which is a report)The results of that meeting are attached as Appendix E to the Voting Letter (so that the summons on the agenda is summonedThe date of the offering of the debentures for immediate repayment will be published on 2018/12.30 and in the said summation it will be determined thatDecisions in the framework of the meeting will be accepted by 2018.7.The decision in this Section 1.1 is subject to the indemnification and financing undertaking in Appendix A to the Voting Letter,And for this purpose, the contents of Appendix A below shall be deemed to be an integral part of the aforesaid resolution.

[babbler] 20/12/2018 13:22

Those entitled to participate in the meeting1.2. A member of the stock exchange is registered with a stock exchange member, which is included among the registered bondsIn the register of debenture holders, in the name of the relevant nominee company ("the nominee company")On the record date for participation in the meeting. Such holder shall furnish the Trustee with the approval of a stock exchange memberThe balance of the debentures owned by him or a power of attorney from the nominee company in respect of a certain number of debenturesDebts registered in its name in the register of debenture holders, as of the record date for participation in the meeting.Such approval or power of attorney shall be furnished to the Trustee until the date of closing of the meeting.or2.2. In respect of which debentures are registered in the register of debenture holders managed by the CompanyOn the Record Date for participation in the Meeting ("Registered Holder")

[babbler] 20/12/2018 13:20

in honor of(Series A) of Matomi Media Group Ltd.Gan,Re: Notification of the holding of a voting meeting by the holders of the Debentures (Series A) of MatomiMedia Group Ltd. ("the Company") without actual meetingPursuant to the resolution of the holders of the Series A bonds issued by the Company ("the Debentures") at the meetingReznik Paz Nevo Trusts Ltd., the Trustee for the Debentures ("the Trustee"), holds 1 held on 2018.12.5Hereby announce the holding of a meeting of debenture holders, which will take place without actual meeting on Wednesday, ("The Meeting")In accordance with the resolution adopted at the meeting of 2018.12.5, the trustee used his authority by law,And accordingly shortened the time required to give advance notice regarding the convening of a meeting of debenture holdersThat debt.The vote on the subject on the agenda of the meeting shall be done by means of voting papers or votes in the systemThe electronic voting, as specified in Section 7 below, which shall be delivered to the Trustee by Wednesday, December 26,12:00 AM, 2018

[babbler] 20/12/2018 13:19

R.12:00 AM, 2018The Trustee will examine the existence of a quorum for the opening of the meeting on the basis of proof of ownership to be sent to him until that datedue in. Insofar as there is no legal quorum required for the opening of the meeting, an adjourned meeting shall be held on the dayThursday, December 27, 2018 at 00:16 without actual meeting) Closing of the votes during the meetingIf it is held, will be at 10:00 on the day of the adjourned meeting ("the adjourned meeting") and at that timeThe Trustee shall examine the existence of a quorum for the opening of the adjourned meeting according to proof of ownership (as at the date)(As defined in Section 2 below), which were delivered to him as of the date of the meeting, together with those that were given to a later trusteeUntil the date of the adjourned meeting.The manner of determining a contrary matter within the framework of the detailed resolution of the voting slip is detailed in Appendix B to the letterVoting.