Welcome to the investor section of our site. The pages in this section contain all the information that is required to be disclosed in accordance with Rule 26 of the AIM Rules.
Adgorithms was founded in 2010 by Or Shani, the Company’s CEO, and is headquartered in Tel Aviv, Israel. Having worked for leading online advertising companies such as Online365 (now WebForce), and recognising the limitations of manual campaign management and changing market dynamics, Or’s vision was to develop an intelligent, software-based solution to make the process more efficient. And so Albert – our artificial intelligence based programmatic platform – was born!
We employ software engineers and experts in the fields of artificial intelligence, data analysis, statistics, applied mathematics and behavioural sciences to develop our software. Among the team members are three former employees of the Israeli Army Elite Cyber Security Intelligence Unit, an organisation into which only a small number of the country’s most talented individuals are recruited each year (one of whom is Tomer Naveh, our CTO).
Following four and a half years of research, development and investment, Adgorithms’ technology has continued to develop. Adgorithms began using Albert in 2012, initially focussed on display advertising, and has since expanded its offering to include video, social and mobile advertising.
Our software, Albert, is a proprietary artificial intelligence based programmatic platform, which plans, identifies, prices and delivers relevant advertisements in multiple fields of online advertising.
Albert is continually connected to major advertising exchanges, including AppNexus and Adap.tv, where it is presented with billions of advertising opportunities to connect brands to internet users on a daily basis.
Using complex algorithms, historical data and artificial intelligence, Albert seeks to predict user intent and deliver advertisements that are likely to engage that particular user and result in an engagement for the brand. It analyses the available advertising opportunities on the advertising exchanges, decides which one of them is most relevant and ultimately determines the right price to pay for a specific impression. The advert is then displayed on the screen of the user. This whole process occurs in under a second. During the course of one hour, Albert can compute approximately 50 million calculations, can bid for approximately 15 million impressions and can place up to 15 million advertisements on websites.
We have historically generated a large proportion of our revenue from the display and video advertising media segments and have recently expanded into mobile and social. We plan to enter into search advertising in the near future.
The following information has been extracted without material adjustment from the full AIM Admission Document. Prospective investors should read the whole of this document and should not rely solely on this summary.
31 December 2012
31 December 2013
31 December 2014
31 December 2015
|Cost of sales||1,357||2,886||10,659||15,357|
** Excludes share based compensation expenses of $7,533 thousand (COGS-$41, R&D-$5,838, S&M-$236 and G&A-$1,418) and $2,303 thousand (R&D-$1,412, S&M-$346 and G&A-$545) in 2015 and 2014, respectively, IPO bonuses in 2015 in the amount of $1,191 thousand and relocation bonus to Or Shani in 2015 in the amount of $50 thousand
Adgorithms’ shares are traded on AIM, a market operated by the London Stock Exchange.
Company: Adgorithms Ltd
The Company’s issued share capital consists of 61,698,853 ordinary shares with a nominal value of NIS0.01 each (“Ordinary Shares”), each share having equal voting rights.
The Company does not hold any Ordinary Shares in treasury.
The Company is aware of the following shareholders who are interested, directly or indirectly, in 3% or more of the Company’s issued share capital:
|Shareholder||Percentage of issued share capital|
|Or Eliezer Shani*||47.29%|
|Schroder Investment Management Limited||10.68%|
|Inflection Point Investments LLP||4.06%|
|Rathbone Investment Management Limited||3.86%|
*Held through the Or Shani Irrevocable Trust
In accordance with AIM Rule 26 in so far as the Company is aware, the percentage of the Company’s issued share capital that is not in public hands is approximately 77.66%.
-Last updated 30 June 2016
John Allwood, Independent Non-Executive Chairman
John Allwood is a non executive director of TalkTalk plc and Chairman of IMImobile plc. He has spent his career in media and telecoms holding a number of senior executive positions including Chief Executive of Orange UK and Chief Executive and Finance Director at Mirror Group plc. He also worked at News International plc, Mecom plc and Telegraph Media Group. He was appointed Independent non executive Chairman of Adgorithms in June 2015.
Or Shani, Chief Executive Officer
Or Shani founded Adgorithms in 2010. He has significant leadership experience from the online advertising industry, previously serving as the Head of Online Marketing at Online365 (now WebForce), Director of Trading Business Development at SupersonicAds and Head of Affiliates and Media Team at ValueNet. Previously, he worked at Mansion Group, an online gaming operator, in a Media Buying capacity. Or also served as an officer in the Israeli Air-Force for 8 years.
Ron Stern, Chief Financial Officer
Ron Stern has twelve years of M&A, Private Equity and Venture Capital experience. He was previously Senior Advisor to the Pritzker Group, Chicago-based investment firm, where he was responsible for deal sourcing in Israel. Previously, he assisted Kleiner Perkins Caufield & Byers in identifying and evaluating investment opportunities in Israel. Prior to his work with KPCB, Ron was a partner at Shamrock Capital Advisors, the investment arm of the Disney family. At Shamrock he was responsible for executing ten transactions and served as Executive Chairman of a U.S. technology company, where he led a successful turnaround of the business. Prior to Shamrock, he was a Senior Associate at Cap Gemini Ernst & Young in New York and worked at the purchasing department of Intel in Israel. Additionally, he is the 19 founder of Value Israel Ltd., a private investment advisory firm focused on the high tech and clean energy sectors in Israel. Ron is a graduate of the Hebrew University of Jerusalem and Columbia Business School, where he attained his MBA in Finance and Entrepreneurship.
Lisa Gordon, Independent Non-Executive Director
Lisa Gordon brings over 21 years of industry experience to Adgorithms. She was a founder Director and Corporate Development Director at Local World, a large media network focused on regional news via online and print titles in the UK which was acquired by Trinity Mirror Plc in November 2015. She previously served on the board of Chrysalis Group plc, and at the time was the youngest female director of a listed UK company, in addition to roles as Corporate Development Director and latterly CEO of Chrysalis New Media. Lisa has also served as a board member of Future plc, a specialist magazine publisher. She started her career in the City as a research analyst and part of the No 1 Extel rated Media and Leisure team for County Natwest. She was appointed as Independent Non-Executive Director of Adgorithms in June 2015.
Barak Salomon, Independent Non-Executive Director and External Director
Barak Salomon has extensive experience in private equity investments in the technology and industrial sectors. Barak is a Partner at Q3P, an investment group focusing in industrial investments, and serves as board member at Friedrich Plastic Industries Ltd, a leading manufacturer of plastic moulds and plastic parts. Previously, Barak was with Viola Private Equity, a technology growth capital and buyout fund, managing the investment team and executing investments in the technology and industrial sectors. Prior to Viola, Barak worked in the Technology group of Apax Partners in Israel. Barak holds an MBA from the MIT Sloan School of Management and a Bachelor’s degree in mathematics and computer science (cum laude) from Bar Ilan University in Israel.
Ofir Gomeh, Independent Non-Executive Director and External Director
Ofir Gomeh has been a certified public accountant in Israel for the past 15 years. Ofir currently serves as the CEO of Clal Sun (the renewable energy arm of Clal Industries), leading major solar projects from development through to financing, construction and operation. Previously, Ofir was the CFO of Clal Sun. Prior to Clal Sun, Ofir was the CFO of Rafael Development Company (RDC), a subsidiary of the renowned Israeli defence company, Rafael, focused on leveraging its technologies for civilian use. In his role, Ofir co-led the process of incubating a dozen start-up companies in various fields, from healthcare to communications. He was concurrently the CFO of RDC’s subsidiary, Medingo, which was sold to Roche for $200m. Ofir has also held positions in the finance department of NASDAQ-listed Elron Electronic Industries, as well as at KPMG. Ofir holds a BA in Economics and Accounting from the Hebrew University of Jerusalem and is also a graduate of the Tel-Aviv University, where he attained his MBA in Finance and Accounting.
Or Russo, Chief Operating Officer and Head of Data Research
Or Russo joined Adgorithms in 2012. He has experience in organisational management and data research. He was previously an officer in the Israeli Air Force. He also served in the Air Force’s strategic planning branch, in which he deployed the use of data research in order to plan for the future and solve complex problems. Or’s expertise is the ability to combine between the analytic field of data research and operational side of business execution.
Tomer Naveh, Chief Technology Officer
Tomer Naveh has 22 years of experience in software development, including 15 years in consulting and executive management. Prior to Adgorithms, he served as the Head of Innovation at SundaySky, an Israeli company providing automatically generated videos for online businesses and retailers, where he established the company’s online advertising offering used by brands such as Office Depot and Lenovo. Previously, Tomer was co-Founder and CEO of Glydo, a startup in the online content recommendations space. He was also Vice President of R&D at Onset Technology and MessageVine, and co-owner of Zoop software solutions. Previously, he was a member of the Israeli Army Elite Cyber Intelligence Unit. He is an MBA graduate from Indiana University and additionally holds an MSc in Computer Science (Cum Laude) from the Hebrew University of Jerusalem, and a BSc in Mathematics (Cum Laude) and Computer Science (Summa Cum Laude) from Tel-Aviv University.
The Directors acknowledge the importance of high standards of corporate governance. The Directors intend to comply with the requirements of the Corporate Governance Code to the extent that they consider it appropriate and having regard to the Company’s size, board structure, stage of development, resources and jurisdiction of incorporation. The Board consists of six directors, four of whom are non-executive Directors.
Following Admission, the Board will meet at least eight times a year to review, formulate and approve the Company’s strategy, budget, corporate actions and major items of capital expenditure. The Board has established an audit committee, a remuneration committee and a nomination committee, with formally delegated duties and responsibilities and each with written terms of reference. Each of these committees will meet as and when appropriate, save in the case of the remuneration and audit committees which will meet at least twice each year.
The audit committee is comprised of Ofir Gomeh, Barak Salomon and Lisa Gordon and is chaired by Ofir Gomeh. The audit committee has primary responsibility for monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. The audit committee, inter alia, determines and examines matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. It receives and reviews reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and the internal control systems in use throughout the Company. The audit committee have unrestricted access to the Company’s external auditors.
The remuneration committee is comprised of Ofir Gomeh, Barak Salomon and Lisa Gordon and is chaired by Barak Salomon. The remuneration committee reviews the performance of the executive Directors and makes recommendations to the Board in respect of the Directors’ remuneration and benefits packages, including share options and the terms of their appointment. The remuneration committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. In exercising this role, the Directors shall have regard to the recommendations put forward in the Corporate Governance Code.
The nomination committee comprises Lisa Gordon and John Allwood and is chaired by Lisa Gordon. The nomination committee has responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. The nomination committee also has responsibility for recommending new appointments to the Board and to the other Board committees. It is responsible for identifying suitable candidates for board membership and monitoring the performance and suitability of the current Board on an ongoing basis.
About Adgorithms Ltd
Please click here to read about Adgorithms.
Board of Directors & Corporate Governance
Please click below for the names, responsibilities and brief biographies of our directors including details of committees and their members.
Board of Directors
Country of Incorporation and Main Country of Operation
Country of Incorporation: Israel
Company registration number: 514497601
Main Country of Operation: Israel
The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
Current Constitutional Documents
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Details of any other exchanges or trading platforms
The Company is not listed on any other exchanges or trading platforms
Number of AIM Securities in Issue
Please click here for the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of significant shareholders.
Details of any Restrictions on the Transfer of AIM Securities
As at 26 August 2016, 41,323,853, shares, representing 67.0% of the issued Ordinary Share Capital are subject to lock in and orderly market agreements. The remaining Ordinary Shares in issue have no restrictions on transfer.
As the Company is incorporated in Israel, it is subject to Israeli law and the UK City Code on Takeovers and Mergers does not apply.
Please click here for details of the Company’s key advisers
Nominated Adviser and Broker
Liberum Capital Limited
Ropemaker Place, Level 12
25 Ropemaker Street
London EC2Y 9LY
UK legal advisers
Berwin Leighton Paisner LLP
London EC4R 9HA
Israeli legal advisers
Hirsch-Falk & Co., Law Offices
7th Floor, The Rubinstein House
20 Lincoln Street
Tel Aviv 6713412
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
3 Aminadav Street
Tel Aviv 67067
London W1J 9HF
Capita Registrats (Guernsey) Limited
Mont Crevelt House
Guernsey GY2 4LH
For financial media and investor relations enquiries please contact:
Jeremy Garcia / Ben Simons / Fiona Henson
Tel: +44 (0) 20 7830 9700
Email: [email protected]
2015 Annual Report